Condensed Consolidating Financial Statements | 1 5 . Condensed Consolidating Financial Statements The Company’s 2021 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 March 31, 2018 and 2017 and December 31, 2017 and for the periods ended March 31, 2018 and 2017 are shown on the following pages. CONDENSED CONSOLIDATING BALANCE SHEETS As of March 31, 2018 (dollars in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ 11,016 $ 58,086 $ 798 $ — $ 69,900 Restricted cash — 8,019 26,746 — 34,765 Loans and finance receivables, net — 424,776 278,300 — 703,076 Other receivables and prepaid expenses 110 20,631 1,423 — 22,164 Property and equipment, net — 47,175 523 — 47,698 Goodwill — 267,013 — — 267,013 Intangible assets, net — 4,058 — — 4,058 Investment in subsidiaries 432,019 51,911 — (483,930 ) — Intercompany receivable 303,868 — — (303,868 ) — Other assets 1,600 7,771 155 — 9,526 Total assets $ 748,613 $ 889,440 $ 307,945 $ (787,798 ) $ 1,158,200 Liabilities and Stockholders' Equity Accounts payable and accrued expenses $ 11,569 $ 56,472 $ 2,432 $ — $ 70,473 Intercompany payables — 256,757 47,111 (303,868 ) — Income taxes currently payable (118,763 ) 119,055 (35 ) — 257 Deferred tax liabilities, net (116 ) 17,681 (478 ) — 17,087 Long-term debt 540,190 — 214,460 — 754,650 Total liabilities 432,880 449,965 263,490 (303,868 ) 842,467 Commitments and contingencies Stockholders' equity 315,733 439,475 44,455 (483,930 ) 315,733 Total liabilities and stockholders' equity $ 748,613 $ 889,440 $ 307,945 $ (787,798 ) $ 1,158,200 CONDENSED CONSOLIDATING BALANCE SHEETS As of March 31, 2017 (dollars in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ — $ 92,568 $ 4,462 $ — $ 97,030 Restricted cash — 7,795 17,815 — 25,610 Loans and finance receivables, net — 303,000 212,463 — 515,463 Income taxes receivable 77,477 (74,481 ) 8 — 3,004 Other receivables and prepaid expenses 115 17,550 394 — 18,059 Property and equipment, net — 43,598 681 — 44,279 Goodwill — 267,011 — — 267,011 Intangible assets, net — 5,133 3 — 5,136 Investment in subsidiaries 318,664 30,693 — (349,357 ) — Intercompany receivable 364,990 — — (364,990 ) — Other assets 299 7,197 2,325 — 9,821 Total assets $ 761,545 $ 700,064 $ 238,151 $ (714,347 ) $ 985,413 Liabilities and Stockholders' Equity Accounts payable and accrued expenses $ 16,351 $ 52,457 $ 1,677 $ — $ 70,485 Intercompany payables — 295,960 69,030 (364,990 ) — Income taxes currently payable — — — — — Deferred tax liabilities, net (366 ) 26,210 (506 ) — 25,338 Long-term debt 487,087 — 144,030 — 631,117 Total liabilities 503,072 374,627 214,231 (364,990 ) 726,940 Commitments and contingencies Stockholders' equity 258,473 325,437 23,920 (349,357 ) 258,473 Total liabilities and stockholders' equity $ 761,545 $ 700,064 $ 238,151 $ (714,347 ) $ 985,413 CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2017 (dollars 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 STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Three Months Ended March 31, 2018 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ — $ 214,734 $ 41,276 $ (1,712 ) $ 254,298 Cost of Revenue — 83,229 25,324 — 108,553 Gross Profit — 131,505 15,952 (1,712 ) 145,745 Expenses Marketing — 26,977 759 — 27,736 Operations and technology 3 24,350 2,897 (1,712 ) 25,538 General and administrative 76 25,480 1,365 — 26,921 Depreciation and amortization — 3,794 44 — 3,838 Total Expenses 79 80,601 5,065 (1,712 ) 84,033 (Loss) Income from Operations (79 ) 50,904 10,887 — 61,712 Interest expense, net (13,944 ) (448 ) (5,281 ) — (19,673 ) Foreign currency transaction gain 255 (2,343 ) — — (2,088 ) Loss on early extinguishment of debt (4,710 ) — — — (4,710 ) (Loss) Income before Income Taxes and Equity in Net Earnings of Subsidiaries (18,478 ) 48,113 5,606 — 35,241 (Benefit from) provision for income taxes (3,850 ) 10,025 1,168 — 7,343 (Loss) Income before Equity in Net Earnings of Subsidiaries (14,628 ) 38,088 4,438 — 27,898 Net earnings of subsidiaries 42,526 4,438 — (46,964 ) — Net Income (Loss) $ 27,898 $ 42,526 $ 4,438 $ (46,964 ) $ 27,898 Other comprehensive gain (loss), net of tax: Foreign currency translation gain (loss) 4,386 2,497 267 (2,764 ) 4,386 Reclassification of certain deferred tax effects (1,622 ) — — — (1,622 ) Total other comprehensive gain (loss), net of tax 2,764 2,497 267 (2,764 ) 2,764 Comprehensive Income (Loss) $ 30,662 $ 45,023 $ 4,705 $ (49,728 ) $ 30,662 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Three Months Ended March 31, 2017 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ — $ 160,767 $ 32,784 $ (1,288 ) $ 192,263 Cost of Revenue — 59,415 22,469 — 81,884 Gross Profit — 101,352 10,315 (1,288 ) 110,379 Expenses Marketing — 19,373 210 — 19,583 Operations and technology — 21,942 1,589 — 23,531 General and administrative 48 24,859 2,077 (1,288 ) 25,696 Depreciation and amortization — 3,455 42 — 3,497 Total Expenses 48 69,629 3,918 (1,288 ) 72,307 (Loss) Income from Operations (48 ) 31,723 6,397 — 38,072 Interest expense, net (13,177 ) (35 ) (4,010 ) — (17,222 ) Foreign currency transaction gain 227 — — — 227 (Loss) Income before Income Taxes and Equity in Net Earnings of Subsidiaries (12,998 ) 31,688 2,387 — 21,077 Provision for income taxes (4,456 ) 10,863 818 — 7,225 (Loss) Income before Equity in Net Earnings of Subsidiaries (8,542 ) 20,825 1,569 — 13,852 Net earnings of subsidiaries 22,394 1,569 — (23,963 ) — Net Income (Loss) $ 13,852 $ 22,394 $ 1,569 $ (23,963 ) $ 13,852 Other comprehensive gain (loss), net of tax: Foreign currency translation gain (loss) 1,138 510 628 (1,138 ) 1,138 Total other comprehensive gain (loss), net of tax 1,138 510 628 (1,138 ) 1,138 Comprehensive Income (Loss) $ 14,990 $ 22,904 $ 2,197 $ (25,101 ) $ 14,990 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 2018 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities $ 45,160 $ 97,070 $ 15,210 $ (4,438 ) $ 153,002 Cash Flows from Investing Activities Loans and finance receivables originated or acquired — (378,099 ) — — (378,099 ) Securitized loans transferred — 82,156 (82,156 ) — — Loans and finance receivables repaid — 188,235 81,783 — 270,018 Purchases of property and equipment — (3,344 ) (5 ) — (3,349 ) Capital contributions to subsidiaries — 16,483 — (16,483 ) — Other investing activities — 24 — — 24 Net cash used in investing activities — (94,545 ) (378 ) (16,483 ) (111,406 ) Cash Flows from Financing Activities (Payments for) proceeds from member's equity — (4,438 ) (16,483 ) 20,921 — Debt prepayment penalty (3,656 ) — — — (3,656 ) Treasury shares purchased (1,128 ) — — — (1,128 ) Repayments of Senior Notes (50,000 ) — — — (50,000 ) Borrowings under revolving line of credit 32,000 — — — 32,000 Repayments under revolving line of credit (24,000 ) — — — (24,000 ) Borrowings under securitization facility — — 55,300 — 55,300 Repayments under securitization facility — — (49,581 ) — (49,581 ) Proceeds from exercise of stock options 457 — — — 457 Net cash (used in) provided by financing activities (46,327 ) (4,438 ) (10,764 ) 20,921 (40,608 ) Effect of exchange rates on cash, cash equivalents and restricted cash — 5,595 (62 ) — 5,533 Net (decrease) increase in cash, cash equivalents and restricted cash (1,167 ) 3,682 4,006 — 6,521 Cash, cash equivalents and restricted cash at beginning of year 12,183 62,423 23,538 — 98,144 Cash, cash equivalents and restricted cash at end of period $ 11,016 $ 66,105 $ 27,544 $ — $ 104,665 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 2017 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities $ 536 $ 130,885 $ (7,494 ) $ (4,062 ) $ 119,865 Cash Flows from Investing Activities Loans and finance receivables originated or acquired — (268,245 ) (5,745 ) — (273,990 ) Securitized loans transferred — 37,081 (37,081 ) — — Loans and finance receivables repaid — 160,523 67,665 — 228,188 Purchases of property and equipment — (2,053 ) (103 ) — (2,156 ) Capital contributions to subsidiaries — (1,500 ) — 1,500 — Other investing activities — 2,367 — — 2,367 Net cash (used in) provided by investing activities — (71,827 ) 24,736 1,500 (45,591 ) Cash Flows from Financing Activities (Payments for) proceeds from member's equity — (4,062 ) 1,500 2,562 — Treasury shares purchased (536 ) — — — (536 ) Borrowings under securitization facility — — 22,700 — 22,700 Repayments under securitization facility — — (42,670 ) — (42,670 ) Net cash (used in) provided by financing activities (536 ) (4,062 ) (18,470 ) 2,562 (20,506 ) Effect of exchange rates on cash, cash equivalents and restricted cash — 2,632 — — 2,632 Net increase in cash, cash equivalents and restricted cash — 57,628 (1,228 ) — 56,400 Cash, cash equivalents and restricted cash at beginning of year — 42,895 23,345 — 66,240 Cash, cash equivalents and restricted cash at end of period $ — $ 100,523 $ 22,117 $ — $ 122,640 |