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 September 30, 2017 and 2016 and December 31, 2016 and for the periods ended September 30, 2017 and 2016 are shown on the following pages. CONDENSED CONSOLIDATING BALANCE SHEETS As of September 30, 2017 (dollars in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ 54,055 $ 50,996 $ 5,003 $ — $ 110,054 Restricted cash — 7,705 22,161 — 29,866 Loans and finance receivables, net — 351,627 286,109 — 637,736 Income taxes receivable 105,140 (95,852 ) 31 — 9,319 Other receivables and prepaid expenses 245 21,271 2,280 — 23,796 Property and equipment, net — 45,925 632 — 46,557 Goodwill — 267,015 — — 267,015 Intangible assets, net — 4,593 — — 4,593 Investment in subsidiaries 362,991 45,924 — (408,915 ) — Intercompany receivable 343,514 — — (343,514 ) — Other assets 1,826 6,960 2,056 — 10,842 Total assets $ 867,771 $ 706,164 $ 318,272 $ (752,429 ) $ 1,139,778 Liabilities and Stockholders' Equity Accounts payable and accrued expenses $ 13,795 $ 62,348 $ 2,754 $ — $ 78,897 Intercompany payables — 252,154 91,360 (343,514 ) — Deferred tax liabilities, net (453 ) 21,634 (500 ) — 20,681 Long-term debt 579,624 — 185,771 — 765,395 Total liabilities 592,966 336,136 279,385 (343,514 ) 864,973 Commitments and contingencies Stockholders' equity 274,805 370,028 38,887 (408,915 ) 274,805 Total liabilities and stockholders' equity $ 867,771 $ 706,164 $ 318,272 $ (752,429 ) $ 1,139,778 CONDENSED CONSOLIDATING BALANCE SHEETS As of September 30, 2016 (dollars in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ — $ 43,127 $ 2,554 $ — $ 45,681 Restricted cash — 21,152 18,120 — 39,272 Loans and finance receivables, net — 358,142 184,723 — 542,865 Income taxes receivable — — — — — Other receivables and prepaid expenses 141 18,222 286 — 18,649 Property and equipment, net — 47,050 436 — 47,486 Goodwill — 267,012 — — 267,012 Intangible assets, net — 5,670 5 — 5,675 Investment in subsidiaries 278,999 22,358 — (301,357 ) — Intercompany receivable 413,472 — — (413,472 ) — Other assets 460 7,979 — — 8,439 Total assets $ 693,072 $ 790,712 $ 206,124 $ (714,829 ) $ 975,079 Liabilities and Stockholders' Equity Accounts payable and accrued expenses $ 16,386 $ 67,931 $ 1,116 $ — $ 85,433 Intercompany payables — 357,650 55,826 (413,476 ) — Income taxes currently payable (56,364 ) 61,521 (8 ) — 5,149 Deferred tax liabilities, net (677 ) 17,394 (484 ) — 16,233 Long-term debt 500,642 — 134,537 — 635,179 Total liabilities 459,987 504,496 190,987 (413,476 ) 741,994 Commitments and contingencies Stockholders' equity 233,085 286,216 15,137 (301,353 ) 233,085 Total liabilities and stockholders' equity $ 693,072 $ 790,712 $ 206,124 $ (714,829 ) $ 975,079 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 September 30, 2017 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ — $ 178,908 $ 40,374 $ (1,404 ) $ 217,878 Cost of Revenue — 79,349 27,992 — 107,341 Gross Profit — 99,559 12,382 (1,404 ) 110,537 Expenses Marketing — 26,423 577 — 27,000 Operations and technology — 22,911 4,252 — 27,163 General and administrative 131 25,746 691 (1,404 ) 25,164 Depreciation and amortization — 3,486 47 — 3,533 Total Expenses 131 78,566 5,567 (1,404 ) 82,860 (Loss) Income from Operations (131 ) 20,993 6,815 — 27,677 Interest expense, net (14,238 ) (33 ) (4,021 ) — (18,292 ) Foreign currency transaction gain 65 — — — 65 Loss on early extinguishment of debt (14,927 ) — — — (14,927 ) (Loss) Income before Income Taxes and Equity in Net Earnings of Subsidiaries (29,231 ) 20,960 2,794 — (5,477 ) (Benefit from) provision for income taxes (9,760 ) 6,746 905 — (2,109 ) (Loss) Income before Equity in Net Earnings of Subsidiaries (19,471 ) 14,214 1,889 — (3,368 ) Net earnings of subsidiaries 16,103 1,889 — (17,992 ) — Net (Loss) Income $ (3,368 ) $ 16,103 $ 1,889 $ (17,992 ) $ (3,368 ) Other comprehensive gain (loss), net of tax: Foreign currency translation gain (loss) 2,052 1,304 749 (2,053 ) 2,052 Total other comprehensive gain (loss), net of tax 2,052 1,304 749 (2,053 ) 2,052 Comprehensive (Loss) Income $ (1,316 ) $ 17,407 $ 2,638 $ (20,045 ) $ (1,316 ) CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Three Months Ended September 30, 2016 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ — $ 170,288 $ 24,157 $ 1,498 $ 195,943 Cost of Revenue — 78,283 17,108 — 95,391 Gross Profit — 92,005 7,049 1,498 100,552 Expenses Marketing — 26,348 374 — 26,722 Operations and technology — 19,505 1,132 — 20,637 General and administrative 37 18,539 1,233 1,498 21,307 Depreciation and amortization — 3,761 28 — 3,789 Total Expenses 37 68,153 2,767 1,498 72,455 (Loss) Income from Operations (37 ) 23,852 4,282 — 28,097 Interest expense, net (13,342 ) (123 ) (2,652 ) — (16,117 ) Foreign currency transaction gain 145 — — — 145 (Loss) Income before Income Taxes and Equity in Net Earnings of Subsidiaries (13,234 ) 23,729 1,630 — 12,125 (Benefit from) provision for income taxes (4,832 ) 8,451 669 — 4,288 (Loss) Income before Equity in Net Earnings of Subsidiaries (8,402 ) 15,278 961 — 7,837 Net earnings of subsidiaries 16,239 961 — (17,200 ) — Net Income (Loss) $ 7,837 $ 16,239 $ 961 $ (17,200 ) $ 7,837 Other comprehensive (loss) gain, net of tax: Foreign currency translation (loss) gain (1,245 ) (1,084 ) (160 ) 1,244 (1,245 ) Total other comprehensive (loss) gain, net of tax (1,245 ) (1,084 ) (160 ) 1,244 (1,245 ) Comprehensive Income (Loss) $ 6,592 $ 15,155 $ 801 $ (15,956 ) $ 6,592 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2017 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ — $ 497,081 $ 106,902 $ (3,938 ) $ 600,045 Cost of Revenue — 197,281 71,806 — 269,087 Gross Profit — 299,800 35,096 (3,938 ) 330,958 Expenses Marketing — 68,686 1,307 — 69,993 Operations and technology — 65,090 7,422 — 72,512 General and administrative 265 76,060 4,718 (3,938 ) 77,105 Depreciation and amortization — 10,261 135 — 10,396 Total Expenses 265 220,097 13,582 (3,938 ) 230,006 (Loss) Income from Operations (265 ) 79,703 21,514 — 100,952 Interest expense, net (40,780 ) (97 ) (11,649 ) — (52,526 ) Foreign currency transaction gain 349 5 — — 354 Loss on early extinguishment of debt (14,927 ) — — — (14,927 ) (Loss) Income before Income Taxes and Equity in Net Earnings of Subsidiaries (55,623 ) 79,611 9,865 — 33,853 (Benefit from) provision for income taxes (18,889 ) 27,034 3,351 — 11,496 (Loss) Income before Equity in Net Earnings of Subsidiaries (36,734 ) 52,577 6,514 — 22,357 Net earnings of subsidiaries 59,091 6,514 — (65,605 ) — Net Income (Loss) $ 22,357 $ 59,091 $ 6,514 $ (65,605 ) $ 22,357 Other comprehensive gain (loss), net of tax: Foreign currency translation gain (loss) 4,561 4,197 365 (4,562 ) 4,561 Total other comprehensive gain (loss), net of tax 4,561 4,197 365 (4,562 ) 4,561 Comprehensive Income (Loss) $ 26,918 $ 63,288 $ 6,879 $ (70,167 ) $ 26,918 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2016 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ — $ 478,434 $ 64,697 $ — $ 543,131 Cost of Revenue — 182,729 47,692 — 230,421 Gross Profit — 295,705 17,005 — 312,710 Expenses Marketing — 72,488 1,012 — 73,500 Operations and technology — 58,642 3,064 — 61,706 General and administrative 185 72,867 3,695 — 76,747 Depreciation and amortization — 11,936 68 — 12,004 Total Expenses 185 215,933 7,839 — 223,957 (Loss) Income from Operations (185 ) 79,772 9,166 — 88,753 Interest (expense) income, net (39,793 ) 613 (8,878 ) — (48,058 ) Foreign currency transaction gain 2,184 — — — 2,184 (Loss) Income before Income Taxes and Equity in Net Earnings of Subsidiaries (37,794 ) 80,385 288 — 42,879 (Benefit from) provision for income taxes (14,977 ) 31,853 115 — 16,991 (Loss) Income before Equity in Net Earnings of Subsidiaries (22,817 ) 48,532 173 — 25,888 Net earnings of subsidiaries 48,705 173 — (48,878 ) — Net Income (Loss) $ 25,888 $ 48,705 $ 173 $ (48,878 ) $ 25,888 Other comprehensive (loss) gain, net of tax: Foreign currency translation (loss) gain (5,070 ) (6,342 ) 1,270 5,072 (5,070 ) Total other comprehensive (loss) gain, net of tax (5,070 ) (6,342 ) 1,270 5,072 (5,070 ) Comprehensive Income (Loss) $ 20,818 $ 42,363 $ 1,443 $ (43,806 ) $ 20,818 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2017 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities $ (17,931 ) $ 346,948 $ (8,712 ) $ (9,008 ) $ 311,297 Cash Flows from Investing Activities Loans and finance receivables originated or acquired — (974,211 ) (24,122 ) — (998,333 ) Securitized loans transferred — 201,518 (201,518 ) — — Loans and finance receivables repaid — 467,011 205,463 — 672,474 Change in restricted cash — (337 ) (2,693 ) — (3,030 ) Purchases of property and equipment — (10,651 ) (153 ) — (10,804 ) Capital contributions to subsidiaries — (11,785 ) — 11,785 — Other investing activities — 1,798 — — 1,798 Net cash (used in) provided by investing activities — (326,657 ) (23,023 ) 11,785 (337,895 ) Cash Flows from Financing Activities (Payments for) proceeds from member's equity — (9,008 ) 11,785 (2,777 ) — Debt issuance costs paid (9,564 ) — — — (9,564 ) Debt prepayment penalty (11,335 ) — — — (11,335 ) Treasury shares purchased (2,115 ) — — — (2,115 ) Issuance of Senior Notes 250,000 — — — 250,000 Repayments of Senior Notes (155,000 ) — — — (155,000 ) Borrowings under revolving line of credit 30,000 — — — 30,000 Repayments under revolving line of credit, net (30,000 ) — — — (30,000 ) Borrowings under securitization facility — — 137,200 — 137,200 Repayments under securitization facility — — (116,085 ) — (116,085 ) Net cash provided by (used in) financing activities 71,986 (9,008 ) 32,900 (2,777 ) 93,101 Effect of exchange rates on cash — 3,656 (39 ) — 3,617 Net increase in cash and cash equivalents 54,055 14,939 1,126 — 70,120 Cash and cash equivalents at beginning of year — 36,057 3,877 — 39,934 Cash and cash equivalents at end of period $ 54,055 $ 50,996 $ 5,003 $ — $ 110,054 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2016 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities $ 87,477 $ 216,799 $ 40,569 $ (44,138 ) $ 300,707 Cash Flows from Investing Activities Loans and finance receivables originated or acquired — (976,614 ) (10,641 ) — (987,255 ) Securitized loans transferred — 278,076 (278,076 ) — — Loans and finance receivables repaid — 525,636 126,229 — 651,865 Change in restricted cash — (14,656 ) (18,120 ) — (32,776 ) Purchases of property and equipment — (11,262 ) (204 ) — (11,466 ) Capital contributions to subsidiaries (43,962 ) (8,005 ) — 51,967 — Other investing activities — 72 — — 72 Net cash (used in) provided by investing activities (43,962 ) (206,753 ) (180,812 ) 51,967 (379,560 ) Cash Flows from Financing Activities (Payments for) proceeds from member's equity — (176 ) 8,005 (7,829 ) — Debt issuance costs paid — — (3,516 ) — (3,516 ) Treasury shares purchased (115 ) — — — (115 ) Borrowings under revolving line of credit 45,000 — — — 45,000 Repayments under revolving line of credit (88,400 ) — — — (88,400 ) Borrowings under securitization facility — — 218,961 — 218,961 Repayments under securitization facility — — (82,008 ) — (82,008 ) Net cash (used in) provided by financing activities (43,515 ) (176 ) 141,442 (7,829 ) 89,922 Effect of exchange rates on cash — (7,670 ) 216 — (7,454 ) Net increase in cash and cash equivalents — 2,200 1,415 — 3,615 Cash and cash equivalents at beginning of year — 40,927 1,139 — 42,066 Cash and cash equivalents at end of period $ — $ 43,127 $ 2,554 $ — $ 45,681 |