Condensed Consolidating Financial Statements | 19. 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, we are required 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 December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015 are shown on the following pages. CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2017 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ 12,183 $ 54,659 $ 1,842 $ — $ 68,684 Restricted cash — 7,764 21,696 — 29,460 Loans and finance receivables, net — 442,516 262,189 — 704,705 Income taxes receivable 114,494 (110,852 ) 450 — 4,092 Other receivables and prepaid expenses 833 20,731 2,253 — 23,817 Property and equipment, net — 47,965 560 — 48,525 Goodwill — 267,015 — — 267,015 Intangible assets, net — 4,325 — — 4,325 Investment in subsidiaries 388,538 63,956 — (452,494 ) — Intercompany receivable 354,457 — — (354,457 ) — Other assets 1,785 6,874 178 — 8,837 Total assets $ 872,290 $ 804,953 $ 289,168 $ (806,951 ) $ 1,159,460 Liabilities and Stockholders' Equity Accounts payable and accrued expenses $ 10,336 $ 64,541 $ 2,246 $ — $ 77,123 Intercompany payables — 331,425 23,032 (354,457 ) — Deferred tax liabilities, net (140 ) 12,726 (478 ) — 12,108 Long-term debt 580,407 — 208,135 — 788,542 Total liabilities 590,603 408,692 232,935 (354,457 ) 877,773 Commitments and contingencies Stockholders' equity 281,687 396,261 56,233 (452,494 ) 281,687 Total liabilities and stockholders' equity $ 872,290 $ 804,953 $ 289,168 $ (806,951 ) $ 1,159,460 CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2016 (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 — 335,161 226,390 — 561,550 Income taxes receivable — — — — — 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 294,647 25,131 — (319,778 ) — Intercompany receivable 363,941 — — (363,941 ) — Other assets 597 7,995 2,459 — 11,051 Total assets $ 659,312 $ 749,194 $ 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 — 295,764 68,179 (363,943 ) — 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 417,613 449,640 232,870 (363,943 ) 736,180 Commitments and contingencies Stockholders' equity 241,699 299,554 20,223 (319,777 ) 241,699 Total liabilities and stockholders' equity $ 659,312 $ 749,194 $ 253,093 $ (683,720 ) $ 977,879 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Year Ended December 31, 2017 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ — $ 696,446 $ 151,233 $ (3,938 ) $ 843,741 Cost of Revenue — 313,815 82,817 — 396,632 Gross Profit — 382,631 68,416 (3,938 ) 447,109 Expenses Marketing — 99,522 1,907 — 101,429 Operations and technology — 85,899 10,660 (1,404 ) 95,155 General and administrative 360 97,762 6,135 (2,534 ) 101,723 Depreciation and amortization — 14,209 179 — 14,388 Total Expenses 360 297,392 18,881 (3,938 ) 312,695 (Loss) Income from Operations (360 ) 85,239 49,535 — 134,414 Interest expense, net (55,506 ) (152 ) (18,345 ) — (74,003 ) Foreign currency transaction gain 381 3 — — 384 (Loss) gain on early extinguishment of debt (14,927 ) (8,594 ) 626 — (22,895 ) (Loss) Income before Income Taxes and Equity in Net Earnings of Subsidiaries (70,412 ) 76,496 31,816 — 37,900 (Benefit from) provision for income taxes (16,089 ) 17,479 7,270 — 8,660 (Loss) Income before Equity in Net Earnings of Subsidiaries (54,323 ) 59,017 24,546 — 29,240 Net earnings of subsidiaries 83,563 24,546 — (108,109 ) — Net Income (Loss) $ 29,240 $ 83,563 $ 24,546 $ (108,109 ) $ 29,240 Other comprehensive gain (loss), net of tax: Foreign currency translation gain (loss) 4,492 4,963 (471 ) (4,492 ) 4,492 Total other comprehensive gain (loss), net of tax 4,492 4,963 (471 ) (4,492 ) 4,492 Comprehensive Income (Loss) $ 33,732 $ 88,526 $ 24,075 $ (112,601 ) $ 33,732 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Year Ended December 31, 2016 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ — $ 653,517 $ 95,646 $ (3,594 ) $ 745,569 Cost of Revenue — 260,996 66,970 — 327,966 Gross Profit — 392,521 28,676 (3,594 ) 417,603 Expenses Marketing — 95,972 1,432 — 97,404 Operations and technology — 80,999 4,203 — 85,202 General and administrative 315 95,840 5,395 (3,594 ) 97,956 Depreciation and amortization — 15,464 100 — 15,564 Total Expenses 315 288,275 11,130 (3,594 ) 296,126 (Loss) Income from Operations (315 ) 104,246 17,546 — 121,477 Interest expense, net (53,512 ) 562 (12,653 ) — (65,603 ) Foreign currency transaction gain (loss) 1,569 (7 ) — — 1,562 (Loss) Income before Income Taxes and Equity in Net Earnings of Subsidiaries (52,258 ) 104,801 4,893 — 57,436 Provision for income taxes (20,776 ) 41,665 1,945 — 22,834 (Loss) Income before Equity in Net Earnings of Subsidiaries (31,482 ) 63,136 2,948 — 34,602 Net earnings of subsidiaries 66,084 2,948 — (69,032 ) — Net Income (Loss) $ 34,602 $ 66,084 $ 2,948 $ (69,032 ) $ 34,602 Other comprehensive (loss) gain, net of tax: Foreign currency translation (loss) gain (6,956 ) (8,269 ) 1,331 6,938 (6,956 ) Total other comprehensive (loss) gain, net of tax (6,956 ) (8,269 ) 1,331 6,938 (6,956 ) Comprehensive Income (Loss) $ 27,646 $ 57,815 $ 4,279 $ (62,094 ) $ 27,646 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Year Ended December 31, 2015 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ — $ 650,295 $ 2,305 $ — $ 652,600 Cost of Revenue — 215,637 1,221 — 216,858 Gross Profit — 434,658 1,084 — 435,742 Expenses Marketing — 116,330 552 — 116,882 Operations and technology — 71,993 2,019 — 74,012 General and administrative 673 100,642 758 — 102,073 Depreciation and amortization — 18,350 38 — 18,388 Total Expenses 673 307,315 3,367 — 311,355 (Loss) Income from Operations (673 ) 127,343 (2,283 ) — 124,387 Interest expense, net (52,816 ) (71 ) 4 — (52,883 ) Foreign currency transaction gain (loss) 532 (1,516 ) (1 ) — (985 ) (Loss) Income before Income Taxes and Equity in Net Earnings of Subsidiaries (52,957 ) 125,756 (2,280 ) — 70,519 (Benefit from) provision for income taxes (19,921 ) 47,306 (858 ) — 26,527 (Loss) Income before Equity in Net Earnings of Subsidiaries (33,036 ) 78,450 (1,422 ) — 43,992 Net earnings of subsidiaries 77,028 (1,422 ) — (75,606 ) — Net Income (Loss) $ 43,992 $ 77,028 $ (1,422 ) $ (75,606 ) $ 43,992 Other comprehensive (loss) gain, net of tax: Foreign currency translation (loss) gain (1,451 ) (245 ) (866 ) 1,111 (1,451 ) Total other comprehensive (loss) gain, net of tax (1,451 ) (245 ) (866 ) 1,111 (1,451 ) Comprehensive Income (Loss) $ 42,541 $ 76,783 $ (2,288 ) $ (74,495 ) $ 42,541 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2017 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities $ (50,319 ) $ 616,042 $ (91,660 ) $ (26,890 ) $ 447,173 Cash Flows from Investing Activities Loans and finance receivables originated or acquired — (1,401,302 ) (29,720 ) 11,623 (1,419,399 ) Securitized loans transferred — 231,863 (231,863 ) — — Loans and finance receivables repaid — 621,495 299,682 (11,623 ) 909,554 Change in restricted cash — (337 ) (2,228 ) — (2,565 ) Purchases of property and equipment — (16,375 ) (153 ) — (16,528 ) Capital contributions to subsidiaries — (11,935 ) — 11,935 — Other investing activities — 1,805 — — 1,805 Net cash (used in) provided by investing activities — (574,786 ) 35,718 11,935 (527,133 ) Cash Flows from Financing Activities (Payments for) proceeds from member's equity — (26,890 ) 11,935 14,955 — Debt issuance costs paid (10,753 ) — (3,909 ) — (14,662 ) Debt prepayment penalty (16,694 ) — — — (16,694 ) Treasury shares purchased (5,079 ) — — — (5,079 ) 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 (30,000 ) — — — (30,000 ) Borrowings under securitization facility — — 359,842 — 359,842 Repayments under securitization facility — — (313,853 ) — (313,853 ) Proceeds from exercise of stock options 28 — — — 28 Net cash provided by (used in) financing activities 62,502 (26,890 ) 54,015 14,955 104,582 Effect of exchange rates on cash — 4,236 (108 ) — 4,128 Net increase (decrease) in cash and cash equivalents 12,183 18,602 (2,035 ) — 28,750 Cash and cash equivalents at beginning of year — 36,057 3,877 — 39,934 Cash and cash equivalents at end of period $ 12,183 $ 54,659 $ 1,842 $ — $ 68,684 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2016 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities $ 59,337 $ 296,876 $ 37,859 $ (699 ) $ 393,373 Cash Flows from Investing Activities Loans and finance receivables originated or acquired — (1,293,273 ) (14,924 ) — (1,308,197 ) Securitized loans transferred — 359,000 (359,000 ) — — Loans and finance receivables repaid — 669,088 188,960 — 858,048 Change in restricted cash — (658 ) (19,468 ) — (20,126 ) Purchases of property and equipment — (14,007 ) (389 ) — (14,396 ) Capital contributions to subsidiaries — (10,255 ) — 10,255 — Other investing activities — 95 — — 95 Net cash used in investing activities — (290,010 ) (204,821 ) 10,255 (484,576 ) Cash Flows from Financing Activities (Payments for) proceeds from member's equity — (699 ) 10,255 (9,556 ) — Debt issuance costs paid (500 ) — (6,202 ) — (6,702 ) Treasury shares purchased (437 ) — — — (437 ) Borrowings under revolving line of credit 58,400 — — — 58,400 Repayments under revolving line of credit, net (116,800 ) — — — (116,800 ) Borrowings under securitization facility — — 280,075 — 280,075 Repayments under securitization facility — — (114,656 ) — (114,656 ) Net cash provided by (used in) provided by financing activities (59,337 ) (699 ) 169,472 (9,556 ) 99,880 Effect of exchange rates on cash — (11,037 ) 228 — (10,809 ) Net (decrease) increase in cash and cash equivalents — (4,870 ) 2,738 — (2,132 ) Cash and cash equivalents at beginning of year — 40,927 1,139 — 42,066 Cash and cash equivalents at end of period $ — $ 36,057 $ 3,877 $ — $ 39,934 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2015 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities $ 31,259 $ 331,954 $ (2,695 ) $ (76,597 ) $ 283,921 Cash Flows from Investing Activities Loans and finance receivables originated or acquired — (1,167,107 ) (5,062 ) — (1,172,169 ) Loans and finance receivables repaid — 849,638 (280 ) — 849,358 Acquisitions — (17,735 ) — — (17,735 ) Purchases of property and equipment — (31,977 ) (264 ) — (32,241 ) Capital contributions to subsidiaries (87,876 ) (7,255 ) — 95,131 — Other investing activities — 618 — — 618 Net cash used in investing activities (87,876 ) (373,818 ) (5,606 ) 95,131 (372,169 ) Cash Flows from Financing Activities (Payments for) proceeds from member's equity — 11,279 7,255 (18,534 ) — Debt issuance costs paid (1,596 ) — — — (1,596 ) Treasury shares purchased (187 ) — — — (187 ) Borrowings under revolving line of credit 63,400 — — — 63,400 Repayments under revolving line of credit (5,000 ) — — — (5,000 ) Net cash provided by (used in) financing activities 56,617 11,279 7,255 (18,534 ) 56,617 Effect of exchange rates on cash — (855 ) (554 ) — (1,409 ) Net decrease in cash and cash equivalents — (31,440 ) (1,600 ) — (33,040 ) Cash and cash equivalents at beginning of year — 72,367 2,739 — 75,106 Cash and cash equivalents at end of period $ — $ 40,927 $ 1,139 $ — $ 42,066 |