Condensed Consolidating Financial Statements | 13. Condensed Consolidating Financial Statements The Company’s Senior Notes are unconditionally guaranteed by certain of the Company’s subsidiaries (the “Guarantor Subsidiaries”) and are not secured by its other subsidiaries (the “Non-Guarantor Subsidiaries”). The Guarantor Subsidiaries are 100% owned, all guarantees are full and unconditional, and all guarantees are joint and several. As a result of the guarantee arrangements, the Company is required, in accordance with Rule 3-10 of Regulation S-X, to present the following condensed consolidating financial statements. The condensed consolidating financial statements reflect the investments in subsidiaries of the Company using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. Condensed consolidating financial statements of Enova International, Inc. (the “Parent”), its Guarantor Subsidiaries and Non-Guarantor Subsidiaries as of June 30, 2017 and 2016 and December 31, 2016 and for the periods ended June 30, 2017 and 2016 are shown on the following pages. CONDENSED CONSOLIDATING BALANCE SHEETS As of June 30, 2017 (dollars in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ — $ 41,612 $ 4,597 $ — $ 46,209 Restricted cash — 7,517 19,119 — 26,636 Loans and finance receivables, net — 331,618 232,378 — 563,996 Income taxes receivable 97,048 (83,659 ) 21 — 13,410 Other receivables and prepaid expenses 112 20,450 1,444 — 22,006 Property and equipment, net — 43,681 648 — 44,329 Goodwill — 267,012 — — 267,012 Intangible assets, net — 4,864 1 — 4,865 Investment in subsidiaries 342,490 39,760 — (382,250 ) — Intercompany receivable 322,672 — — (322,672 ) — Other assets 3,847 7,369 2,190 — 13,406 Total assets $ 766,169 $ 680,224 $ 260,398 $ (704,922 ) $ 1,001,869 Liabilities and Stockholders' Equity Accounts payable and accrued expenses $ 4,162 $ 56,246 $ 2,391 $ — $ 62,799 Intercompany payables — 247,094 75,578 (322,672 ) — Deferred tax liabilities, net (377 ) 26,608 (478 ) — 25,753 Long-term debt 487,816 — 150,933 — 638,749 Total liabilities 491,601 329,948 228,424 (322,672 ) 727,301 Commitments and contingencies Stockholders' equity 274,568 350,276 31,974 (382,250 ) 274,568 Total liabilities and stockholders' equity $ 766,169 $ 680,224 $ 260,398 $ (704,922 ) $ 1,001,869 CONDENSED CONSOLIDATING BALANCE SHEETS As of June 30, 2016 (dollars in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ — $ 37,311 $ 1,856 $ — $ 39,167 Restricted cash — 20,671 13,930 — 34,601 Loans and finance receivables, net — 340,130 149,860 — 489,990 Other receivables and prepaid expenses 154 18,079 235 — 18,468 Property and equipment, net — 46,852 354 — 47,206 Goodwill — 267,013 — — 267,013 Intangible assets, net — 5,939 7 — 5,946 Investment in subsidiaries 262,271 18,641 — (280,912 ) — Intercompany receivable 402,271 — — (402,271 ) — Other assets 614 7,864 — — 8,478 Total assets $ 665,310 $ 762,500 $ 166,242 $ (683,183 ) $ 910,869 Liabilities and Stockholders' Equity Accounts payable and accrued expenses $ 4,161 $ 69,528 $ 1,486 $ - $ 75,175 Intercompany payables — 352,511 49,762 (402,273 ) — Income taxes currently payable (47,687 ) 50,593 6 — 2,912 Deferred tax liabilities, net (371 ) 20,539 (491 ) — 19,677 Long-term debt 484,926 — 103,898 — 588,824 Total liabilities 441,029 493,171 154,661 (402,273 ) 686,588 Commitments and contingencies Stockholders' equity 224,281 269,329 11,581 (280,910 ) 224,281 Total liabilities and stockholders' equity $ 665,310 $ 762,500 $ 166,242 $ (683,183 ) $ 910,869 CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2016 (dollars in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ — $ 36,057 $ 3,877 $ — $ 39,934 Restricted cash — 6,838 19,468 — 26,306 Loans and finance receivables, net — 335,160 226,390 — 561,550 Other receivables and prepaid expenses 127 19,095 302 — 19,524 Property and equipment, net — 46,507 593 — 47,100 Goodwill — 267,010 — — 267,010 Intangible assets, net — 5,400 4 — 5,404 Investment in subsidiaries 294,646 25,131 — (319,777 ) — Intercompany receivable 363,942 — — (363,942 ) — Other assets 597 7,995 2,459 — 11,051 Total assets $ 659,312 $ 749,193 $ 253,093 $ (683,719 ) $ 977,879 Liabilities and Stockholders' Equity Accounts payable and accrued expenses $ 4,310 $ 65,714 $ 1,647 $ — $ 71,671 Intercompany payables — 295,763 68,179 (363,942 ) — Income taxes currently payable (72,704 ) 73,006 (20 ) — 282 Deferred tax liabilities, net (354 ) 15,156 (486 ) — 14,316 Long-term debt 486,361 — 163,550 — 649,911 Total liabilities 417,613 449,639 232,870 (363,942 ) 736,180 Commitments and contingencies Stockholders' equity 241,699 299,554 20,223 (319,777 ) 241,699 Total liabilities and stockholders' equity $ 659,312 $ 749,193 $ 253,093 $ (683,719 ) $ 977,879 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Three Months Ended June 30, 2017 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ — $ 157,406 $ 33,744 $ (1,246 ) $ 189,904 Cost of Revenue — 58,517 21,345 — 79,862 Gross Profit — 98,889 12,399 (1,246 ) 110,042 Expenses Marketing — 22,890 520 — 23,410 Operations and technology — 20,237 1,581 — 21,818 General and administrative 86 25,455 1,950 (1,246 ) 26,245 Depreciation and amortization — 3,320 46 — 3,366 Total Expenses 86 71,902 4,097 (1,246 ) 74,839 Income (Loss) from Operations (86 ) 26,987 8,302 — 35,203 Interest expense, net (13,365 ) (29 ) (3,618 ) — (17,012 ) Foreign currency transaction gain 57 5 — — 62 Income (Loss) before Income Taxes and Equity in Net Earnings of Subsidiaries (13,394 ) 26,963 4,684 — 18,253 Provision for income taxes (4,673 ) 9,425 1,628 — 6,380 Income (loss) before Equity in Net Earnings of Subsidiaries (8,721 ) 17,538 3,056 — 11,873 Net earnings of subsidiaries 20,594 3,056 — (23,650 ) — Net Income (Loss) $ 11,873 $ 20,594 $ 3,056 $ (23,650 ) $ 11,873 Other comprehensive (loss) gain, net of tax: Foreign currency translation (loss) gain 1,371 2,383 (1,012 ) (1,371 ) 1,371 Total other comprehensive (loss) gain, net of tax 1,371 2,383 (1,012 ) (1,371 ) 1,371 Comprehensive Income (Loss) $ 13,244 $ 22,977 $ 2,044 $ (25,021 ) $ 13,244 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Three Months Ended June 30, 2016 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ — $ 135,010 $ 38,334 $ (809 ) $ 172,535 Cost of Revenue — 38,001 27,452 — 65,453 Gross Profit — 97,009 10,882 (809 ) 107,082 Expenses Marketing — 25,358 239 — 25,597 Operations and technology — 19,954 981 — 20,935 General and administrative 105 26,886 1,333 (809 ) 27,515 Depreciation and amortization — 4,207 21 — 4,228 Total Expenses 105 76,405 2,574 (809 ) 78,275 (Loss) Income from Operations (105 ) 20,604 8,308 — 28,807 Interest (expense) income, net (13,179 ) 311 (3,158 ) — (16,026 ) Foreign currency transaction gain 471 — — — 471 (Loss) Income before Income Taxes and Equity in Net Earnings of Subsidiaries (12,813 ) 20,915 5,150 — 13,252 Provision for income taxes (5,018 ) 7,802 2,280 — 5,064 (Loss) Income before Equity in Net Earnings of Subsidiaries (7,795 ) 13,113 2,870 — 8,188 Net earnings of subsidiaries 15,983 2,870 — (18,853 ) — Net Income (Loss) $ 8,188 $ 15,983 $ 2,870 $ (18,853 ) $ 8,188 Other comprehensive (loss) gain, net of tax: Foreign currency translation (loss) gain (3,689 ) (4,610 ) 919 3,691 (3,689 ) Total other comprehensive (loss) gain, net of tax (3,689 ) (4,610 ) 919 3,691 (3,689 ) Comprehensive Income (Loss) $ 4,499 $ 11,373 $ 3,789 $ (15,162 ) $ 4,499 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Six Months Ended June 30, 2017 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ — $ 318,173 $ 66,528 $ (2,534 ) $ 382,167 Cost of Revenue — 117,932 43,814 — 161,746 Gross Profit — 200,241 22,714 (2,534 ) 220,421 Expenses Marketing — 42,263 730 — 42,993 Operations and technology — 42,179 3,170 — 45,349 General and administrative 134 50,314 4,027 (2,534 ) 51,941 Depreciation and amortization — 6,775 88 — 6,863 Total Expenses 134 141,531 8,015 (2,534 ) 147,146 (Loss) Income from Operations (134 ) 58,710 14,699 — 73,275 Interest expense, net (26,542 ) (64 ) (7,628 ) — (34,234 ) Foreign currency transaction gain 284 5 — — 289 (Loss) Income before Income Taxes and Equity in Net Earnings of Subsidiaries (26,392 ) 58,651 7,071 — 39,330 Provision for income taxes (9,129 ) 20,288 2,446 — 13,605 (Loss) Income before Equity in Net Earnings of Subsidiaries (17,263 ) 38,363 4,625 — 25,725 Net earnings of subsidiaries 42,988 4,625 — (47,613 ) — Net Income (Loss) $ 25,725 $ 42,988 $ 4,625 $ (47,613 ) $ 25,725 Other comprehensive gain (loss), net of tax: Foreign currency translation gain (loss) 2,509 2,893 (384 ) (2,509 ) 2,509 Total other comprehensive gain (loss), net of tax 2,509 2,893 (384 ) (2,509 ) 2,509 Comprehensive Income (Loss) $ 28,234 $ 45,881 $ 4,241 $ (50,122 ) $ 28,234 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Six Months Ended June 30, 2016 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ — $ 308,146 $ 40,540 $ (1,498 ) $ 347,188 Cost of Revenue — 104,446 30,584 — 135,030 Gross Profit — 203,700 9,956 (1,498 ) 212,158 Expenses Marketing — 46,140 638 — 46,778 Operations and technology — 39,137 1,932 — 41,069 General and administrative 148 54,328 2,462 (1,498 ) 55,440 Depreciation and amortization — 8,175 40 — 8,215 Total Expenses 148 147,780 5,072 (1,498 ) 151,502 (Loss) Income from Operations (148 ) 55,920 4,884 — 60,656 Interest (expense) income, net (26,451 ) 736 (6,226 ) — (31,941 ) Foreign currency transaction gain 2,039 — — — 2,039 (Loss) Income before Income Taxes and Equity in Net Earnings of Subsidiaries (24,560 ) 56,656 (1,342 ) — 30,754 Provision for income taxes (10,145 ) 23,402 (554 ) — 12,703 (Loss) Income before Equity in Net Earnings of Subsidiaries (14,415 ) 33,254 (788 ) — 18,051 Net earnings of subsidiaries 32,466 (788 ) — (31,678 ) — Net Income (Loss) $ 18,051 $ 32,466 $ (788 ) $ (31,678 ) $ 18,051 Other comprehensive (loss) gain, net of tax: Foreign currency translation (loss) gain (3,825 ) (5,258 ) 1,430 3,828 (3,825 ) Total other comprehensive (loss) gain, net of tax (3,825 ) (5,258 ) 1,430 3,828 (3,825 ) Comprehensive Income (Loss) $ 14,226 $ 27,208 $ 642 $ (27,850 ) $ 14,226 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2017 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities $ 672 $ 203,382 $ (10,877 ) $ (7,119 ) $ 186,058 Cash Flows from Investing Activities Loans and finance receivables originated or acquired — (592,766 ) (14,666 ) — (607,432 ) Securitized loans transferred — 98,610 (98,610 ) — — Loans and finance receivables repaid — 311,931 130,770 — 442,701 Change in restricted cash — (336 ) 349 — 13 Purchases of property and equipment — (5,148 ) (153 ) — (5,301 ) Capital contributions to subsidiaries — (7,510 ) — 7,510 — Other investing activities — 1,482 — — 1,482 Net cash (used in) provided by investing activities — (193,737 ) 17,690 7,510 (168,537 ) Cash Flows from Financing Activities (Payments for) proceeds from member's equity — (7,119 ) 7,510 (391 ) — Debt issuance costs paid — (1,797 ) — — (1,797 ) Treasury shares purchased (672 ) — — — (672 ) Borrowings under securitization facility — — 65,600 — 65,600 Repayments under securitization facility — — (79,031 ) — (79,031 ) Net cash used in financing activities (672 ) (8,916 ) (5,921 ) (391 ) (15,900 ) Effect of exchange rates on cash — 4,826 (172 ) — 4,654 Net increase in cash and cash equivalents — 5,555 720 — 6,275 Cash and cash equivalents at beginning of year — 36,057 3,877 — 39,934 Cash and cash equivalents at end of period $ — $ 41,612 $ 4,597 $ — $ 46,209 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2016 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities $ 87,625 $ 71,778 $ 49,481 $ (28,377 ) $ 180,507 Cash Flows from Investing Activities Loans and finance receivables originated or acquired — (456,816 ) (148,898 ) — (605,714 ) Loans and finance receivables repaid — 410,445 5,085 — 415,530 Change in restricted cash — (14,005 ) (13,930 ) — (27,935 ) Purchases of property and equipment — (7,559 ) (90 ) — (7,649 ) Capital contributions to subsidiaries (29,163 ) (5,250 ) — 34,413 — Other investing activities — 95 — — 95 Net cash (used in) provided by investing activities (29,163 ) (73,090 ) (157,833 ) 34,413 (225,673 ) Cash Flows from Financing Activities Proceeds from (payments for) member's equity — 786 5,250 (6,036 ) — Debt issuance costs paid — — (3,271 ) — (3,271 ) Treasury shares purchased (62 ) — — — (62 ) Borrowings under revolving line of credit 20,000 — — — 20,000 Repayments under revolving line of credit (78,400 ) — — — (78,400 ) Borrowings under securitization facility — — 162,761 — 162,761 Repayments under securitization facility — — (55,915 ) — (55,915 ) Net cash (used in) provided by financing activities (58,462 ) 786 108,825 (6,036 ) 45,113 Effect of exchange rates on cash — (3,090 ) 244 — (2,846 ) Net (decrease) increase in cash and cash equivalents — (3,616 ) 717 — (2,899 ) Cash and cash equivalents at beginning of year — 40,927 1,139 — 42,066 Cash and cash equivalents at end of period $ — $ 37,311 $ 1,856 $ — $ 39,167 |