Condensed Consolidating Financial Statements | 15. 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 June 30, 2018 and 2017 and December 31, 2017 and for the periods ended June 30, 2018 and 2017 are shown on the following pages. CONDENSED CONSOLIDATING BALANCE SHEETS As of June 30, 2018 (dollars in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ 840 $ 45,950 $ 624 $ — $ 47,414 Restricted cash — 7,119 21,744 — 28,863 Loans and finance receivables, net — 513,178 236,953 — 750,131 Income taxes receivable 128,843 (125,867 ) 30 — 3,006 Other receivables and prepaid expenses 111 24,387 875 — 25,373 Property and equipment, net — 47,286 466 — 47,752 Goodwill — 267,013 — — 267,013 Intangible assets, net — 3,790 — — 3,790 Investment in subsidiaries 454,886 60,505 — (515,391 ) — Intercompany receivable 342,821 — — (342,821 ) — Other assets 1,810 7,921 131 — 9,862 Total assets $ 929,311 $ 851,282 $ 260,823 $ (858,212 ) $ 1,183,204 Liabilities and Stockholders' Equity Accounts payable and accrued expenses $ 9,867 $ 60,086 $ 2,453 $ — $ 72,406 Intercompany payables — 313,707 29,114 (342,821 ) — Income taxes currently payable — — — — — Deferred tax liabilities, net (104 ) 14,833 (407 ) — 14,322 Long-term debt 585,903 — 176,928 — 762,831 Total liabilities 595,666 388,626 208,088 (342,821 ) 849,559 Commitments and contingencies Stockholders' equity 333,645 462,656 52,735 (515,391 ) 333,645 Total liabilities and stockholders' equity $ 929,311 $ 851,282 $ 260,823 $ (858,212 ) $ 1,183,204 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 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 June 30, 2018 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ — $ 214,799 $ 36,790 $ 1,712 $ 253,301 Cost of Revenue — 100,528 20,966 — 121,494 Gross Profit — 114,271 15,824 1,712 131,807 Expenses Marketing — 28,553 833 — 29,386 Operations and technology — 26,730 (1,247 ) 1,712 27,195 General and administrative 56 27,581 658 — 28,295 Depreciation and amortization — 3,796 41 — 3,837 Total Expenses 56 86,660 285 1,712 88,713 (Loss) Income from Operations (56 ) 27,611 15,539 — 43,094 Interest expense, net (14,061 ) 3 (5,297 ) — (19,355 ) Foreign currency transaction loss (200 ) (4 ) — — (204 ) (Loss) Income before Income Taxes and Equity in Net Earnings of Subsidiaries (14,317 ) 27,610 10,242 — 23,535 (Benefit from) provision for income taxes (3,210 ) 6,277 2,243 — 5,310 (Loss) Income before Equity in Net Earnings of Subsidiaries (11,107 ) 21,333 7,999 — 18,225 Net earnings of subsidiaries 29,332 7,999 — (37,331 ) — Net Income (Loss) $ 18,225 $ 29,332 $ 7,999 $ (37,331 ) $ 18,225 Other comprehensive (loss) gain, net of tax: Foreign currency translation (loss) gain (6,583 ) (6,270 ) (314 ) 6,584 (6,583 ) Total other comprehensive (loss) gain, net of tax (6,583 ) (6,270 ) (314 ) 6,584 (6,583 ) Comprehensive Income (Loss) $ 11,642 $ 23,062 $ 7,685 $ (30,747 ) $ 11,642 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 (Loss) Income 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 (Loss) Income 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 (Loss) Income 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 gain (loss), net of tax: Foreign currency translation gain (loss) 1,371 2,383 (1,012 ) (1,371 ) 1,371 Total other comprehensive gain (loss), 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 Six Months Ended June 30, 2018 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ — $ 429,533 $ 78,066 $ — $ 507,599 Cost of Revenue — 183,757 46,290 — 230,047 Gross Profit — 245,776 31,776 — 277,552 Expenses Marketing — 55,530 1,592 — 57,122 Operations and technology 3 51,080 1,650 — 52,733 General and administrative 132 53,061 2,023 — 55,216 Depreciation and amortization — 7,590 85 — 7,675 Total Expenses 135 167,261 5,350 — 172,746 (Loss) Income from Operations (135 ) 78,515 26,426 — 104,806 Interest expense, net (28,005 ) (445 ) (10,578 ) — (39,028 ) Foreign currency transaction gain (loss) 55 (2,347 ) — — (2,292 ) Loss on early extinguishment of debt (4,710 ) — — — (4,710 ) (Loss) Income before Income Taxes and Equity in Net Earnings of Subsidiaries (32,795 ) 75,723 15,848 — 58,776 (Benefit from) provision for income taxes (7,060 ) 16,302 3,411 — 12,653 (Loss) Income before Equity in Net Earnings of Subsidiaries (25,735 ) 59,421 12,437 — 46,123 Net earnings of subsidiaries 71,858 12,437 — (84,295 ) — Net Income (Loss) $ 46,123 $ 71,858 $ 12,437 $ (84,295 ) $ 46,123 Other comprehensive (loss) gain, net of tax: Foreign currency translation (loss) gain (2,197 ) (3,773 ) (47 ) 3,820 (2,197 ) Reclassification of certain deferred tax effects (1,622 ) — — — (1,622 ) Total other comprehensive (loss) gain, net of tax (3,819 ) (3,773 ) (47 ) 3,820 (3,819 ) Comprehensive Income (Loss) $ 42,304 $ 68,085 $ 12,390 $ (80,475 ) $ 42,304 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 (Benefit from) 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 CASH FLOWS For the Six Months Ended June 30, 2018 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities $ (13,091 ) $ 333,840 $ (12,596 ) $ (12,437 ) $ 295,716 Cash Flows from Investing Activities Loans and finance receivables originated or acquired — (786,788 ) — — (786,788 ) Securitized loans transferred — 120,727 (120,727 ) — — Loans and finance receivables repaid — 329,932 180,306 — 510,238 Purchases of property and equipment — (6,997 ) (68 ) — (7,065 ) Capital contributions to subsidiaries — 15,888 — (15,888 ) — Other investing activities — 42 — — 42 Net cash (used in) provided by investing activities — (327,196 ) 59,511 (15,888 ) (283,573 ) Cash Flows from Financing Activities (Payments for) proceeds from member's equity — (12,437 ) (15,888 ) 28,325 — Debt issuance costs paid (360 ) — — — (360 ) Debt prepayment penalty (3,656 ) — — — (3,656 ) Payment of promissory note — (3,000 ) — — (3,000 ) Treasury shares purchased (1,522 ) — — — (1,522 ) Repayments of Senior Notes (50,000 ) — — — (50,000 ) Borrowings under revolving line of credit 77,000 — — — 77,000 Repayments under revolving line of credit (24,001 ) — — — (24,001 ) Borrowings under securitization facility — — 80,300 — 80,300 Repayments under securitization facility — — (112,647 ) — (112,647 ) Proceeds from exercise of stock options 4,287 — — — 4,287 Net cash provided (used in) by financing activities 1,748 (15,437 ) (48,235 ) 28,325 (33,599 ) Effect of exchange rates on cash, cash equivalents and restricted cash — (561 ) 150 — (411 ) Net decrease in cash, cash equivalents and restricted cash (11,343 ) (9,354 ) (1,170 ) — (21,867 ) 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 $ 840 $ 53,069 $ 22,368 $ — $ 76,277 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 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 — (193,401 ) 17,341 7,510 (168,550 ) 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 — 5,169 (172 ) — 4,997 Net increase in cash, cash equivalents and restricted cash — 6,234 371 — 6,605 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 $ — $ 49,129 $ 23,716 $ — $ 72,845 |