CONDENSED CONSOLIDATING FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION In August 2018, CGHC issued $690.0 million of 8.25% Senior Secured Notes due September 1, 2025. The proceeds from issuance of the 8.25% Senior Secured Notes were used to extinguish the February and November 2017 12.00% Senior Secured Notes due March 1, 2022. The redemption was conducted pursuant to the indenture governing the 8.25% Senior Secured Notes. See Note 5, "Long-Term Debt, " for additional details. In August 2018, CURO Canada Receivables Limited Partnership, a newly created, bankruptcy-remote special purpose vehicle (the "Canada SPV Borrower") and a wholly-owned subsidiary, entered into a four -year revolving credit facility with Waterfall Asset Management, LLC that provided for C$175.0 million of initial borrowing capacity and the ability to expand such capacity up to C$250.0 million ("Non-Recourse Canada SPV Facility"). See Note 5. "Long-Term Debt" for additional details. In March 2018, CFTC redeemed $77.5 million of the 12.00% Senior Secured Notes at a price equal to 112.00% of the principal amount plus accrued and unpaid interest to the date of redemption. The redemption was conducted pursuant to the indenture governing the 12.00% Senior Secured Notes, dated as of February 15, 2017, by and among CFTC, the guarantors party thereto and TMI Trust Company, as trustee and collateral agent. Consistent with the terms of the Indenture, CFTC used a portion of the cash proceeds from the Company's initial public offering, to redeem the 12.00% Senior Secured Notes. In November 2017, CFTC issued $135.0 million aggregate principal amount of additional 12.00% Senior Secured Notes in a private offering exempt from the registration requirements of the Securities Act (the "Additional Notes Offering"). CFTC used the proceeds from the Additional Notes Offering, together with available cash, to (i) pay a cash dividend, in an amount of $140.0 million to the Company, CFTC’s sole stockholder, and ultimately the Company's stockholders and (ii) pay fees, expenses, premiums and accrued interest in connection with the Additional Notes Offering. CFTC received the consent of the holders of a majority of the outstanding principal amount of the current Senior Secured Notes to a one-time waiver with respect to the restrictions contained in Section 5.07(a) of the indenture governing the 12.00% Senior Secured Notes to permit the dividend. In February 2017, CFTC issued $470.0 million aggregate principal amount 12.00% Senior Secured Notes, the proceeds of which were used together with available cash, to (i) redeem the outstanding 10.75% Senior Secured Notes due 2018 of CURO Intermediate, (ii) redeem the outstanding 12.00% Senior Cash Pay Notes due 2017 and (iii) pay fees, expenses, premiums and accrued interest in connection with the offering. CFTC sold the Senior Secured Notes to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”) or outside the U.S. to non-U.S. persons in compliance with Regulation S of the Securities Act. The following condensed consolidating financing information, which has been prepared in accordance with the requirements for presentation of Rule 3-10(d) of Regulation S-X promulgated under the Securities Act, presents the condensed consolidating financial information separately for: (i) CURO as the issuer of the 8.25% Senior Secured Notes; (ii) The Company's subsidiary guarantors, which are comprised of its domestic subsidiaries, including CFTC as the issuer of the 12.00% Senior Secured Notes that were redeemed in August 2018, CURO Intermediate, and U.S. SPV as the issuer of the Non-Recourse U.S. SPV Facility that was extinguished in October 2018, and excluding Canada SPV (the “Subsidiary Guarantors”), on a consolidated basis, which are 100% owned by CURO, and which are guarantors of the 8.25% Senior Secured Notes issued in August 2018; (iii) The Company's other subsidiaries on a consolidated basis, which are not guarantors of the 8.25% Senior Secured Notes (the “Subsidiary Non-Guarantors”) (iv) Consolidating and eliminating entries representing adjustments to: a. eliminate intercompany transactions between or among us, the Subsidiary Guarantors and the Subsidiary Non-Guarantors; and b. eliminate the investments in subsidiaries; (v) The Company and its subsidiaries on a consolidated basis. Condensed Consolidating Balance Sheets March 31, 2019 (dollars in thousands) Subsidiary Guarantors Subsidiary Non-Guarantors Canada SPV CURO Eliminations CURO Assets: Cash $ 62,729 $ 20,130 $ — $ — $ — $ 82,859 Restricted cash 15,775 3,084 15,460 — — 34,319 Loans receivable, net 254,622 46,403 157,868 — — 458,893 Right of use asset - operating leases 74,840 60,565 — — — 135,405 Deferred income taxes (6,445 ) 5,014 — 6,445 — 5,014 Income taxes receivable — — — 40,872 — 40,872 Prepaid expenses and other 30,459 6,052 — — — 36,511 Property and equipment, net 46,360 28,900 — — — 75,260 Goodwill 91,131 28,747 — — — 119,878 Other intangibles, net 8,165 21,803 — — — 29,968 Intercompany receivable 74,174 — — — (74,174 ) — Investment in subsidiaries — — — (36,075 ) 36,075 — Other 14,473 678 — — — 15,151 Total assets $ 666,283 $ 221,376 $ 173,328 $ 11,242 $ (38,099 ) $ 1,034,130 Liabilities and Stockholders' equity: Accounts payable and accrued liabilities $ 39,420 $ 2,886 $ 9,717 $ 19 $ — $ 52,042 Deferred revenue 4,574 3,233 44 — — 7,851 Lease liability - operating leases 82,667 60,745 — — — 143,412 Income taxes payable (26,737 ) 4,425 — 26,737 — 4,425 Accrued interest 2 — 847 4,744 — 5,593 Payable to CURO Holdings Corp. 738,730 — — (738,730 ) — — CSO liability for losses 8,662 — — — — 8,662 Long-term debt (excluding current maturities) — — 88,915 677,153 — 766,068 Subordinated shareholder debt — 2,243 — — — 2,243 Intercompany payable — 337 73,837 — (74,174 ) — Other liabilities 5,942 744 — — — 6,686 Deferred tax liabilities (4,171 ) — — 4,575 — 404 Total liabilities 849,089 74,613 173,360 (25,502 ) (74,174 ) 997,386 Stockholder’s equity (182,806 ) 146,763 (32 ) 36,744 36,075 36,744 Total liabilities and stockholder’s equity $ 666,283 $ 221,376 $ 173,328 $ 11,242 $ (38,099 ) $ 1,034,130 December 31, 2018 (dollars in thousands) Subsidiary Subsidiary Canada SPV CURO Eliminations CURO Assets: Cash $ 42,403 $ 18,772 $ — $ — $ — $ 61,175 Restricted cash 9,993 2,606 12,840 — — 25,439 Loans receivable, net 304,542 56,805 136,187 — — 497,534 Deferred income taxes — 1,534 — — — 1,534 Income taxes receivable 7,190 — — 9,551 — 16,741 Prepaid expenses and other 37,866 5,722 — — — 43,588 Property and equipment, net 47,918 28,832 — — — 76,750 Goodwill 91,131 28,150 — — — 119,281 Other intangibles, net 8,418 21,366 — — — 29,784 Intercompany receivable 77,009 — — — (77,009 ) — Investment in subsidiaries — — — (101,665 ) 101,665 — Other 12,253 677 — — — 12,930 Assets from discontinued operations — 2,406 — — 32,455 34,861 Total assets $ 638,723 $ 166,870 $ 149,027 $ (92,114 ) $ 57,111 $ 919,617 Liabilities and Stockholder's equity: Accounts payable and accrued liabilities $ 38,240 $ 5,734 $ 4,980 $ 192 $ — $ 49,146 Deferred revenue 5,981 3,462 40 — — 9,483 Income taxes payable — 1,579 — — — 1,579 Accrued interest 149 — 831 19,924 — 20,904 Payable to CURO Holdings Corp. 768,345 — — (768,345 ) — — CSO liability for losses 12,007 — — — — 12,007 Deferred rent 9,559 1,292 — — — 10,851 Long-term debt 20,000 — 107,479 676,661 — 804,140 Subordinated shareholder debt — 2,196 — — — 2,196 Intercompany payable — 224 44,330 — (44,554 ) — Other liabilities 4,967 833 — — — 5,800 Deferred tax liabilities 15,175 — — (1,445 ) — 13,730 Liabilities from discontinued operations — 8,882 — — — 8,882 Total liabilities 874,423 24,202 157,660 (73,013 ) (44,554 ) 938,718 Stockholder’s equity (235,700 ) 142,668 (8,633 ) (19,101 ) 101,665 (19,101 ) Total liabilities and stockholder’s equity $ 638,723 $ 166,870 $ 149,027 $ (92,114 ) $ 57,111 $ 919,617 Condensed Consolidating Statements of Operations Three Months Ended March 31, 2019 (dollars in thousands) Subsidiary Subsidiary Canada SPV CURO Eliminations CURO Revenue $ 226,119 $ 26,774 $ 25,046 $ — $ — $ 277,939 Provision for losses 84,980 4,099 13,306 — — 102,385 Net revenue 141,139 22,675 11,740 — — 175,554 Cost of providing services: Salaries and benefits 19,951 8,750 — — — 28,701 Occupancy 8,010 6,227 — — — 14,237 Office 3,889 1,224 — — — 5,113 Other costs of providing services 13,132 1,088 — — — 14,220 Advertising 6,354 1,432 — — — 7,786 Total cost of providing services 51,336 18,721 — — — 70,057 Gross margin 89,803 3,954 11,740 — — 105,497 Operating (income) expense: Corporate, district and other 41,538 5,183 25 2,342 — 49,088 Intercompany management fee (3,403 ) 3,395 8 — — — Interest expense 290 71 2,891 14,438 — 17,690 Intercompany interest (income) expense (1,071 ) 1,071 — — — — Total operating expense 37,354 9,720 2,924 16,780 — 66,778 Income (loss) from continuing operations before income taxes 52,449 (5,766 ) 8,816 (16,780 ) — 38,719 Provision (benefit) for income tax expense 14,020 1,034 — (5,008 ) — 10,046 Net income (loss) from continuing operations 38,429 (6,800 ) 8,816 (11,772 ) — 28,673 Net loss on discontinued operations — 8,375 — — — 8,375 Net (loss) income 38,429 1,575 8,816 (11,772 ) — 37,048 Equity in net income (loss) of subsidiaries: CFTC — — — 48,820 (48,820 ) — Guarantor Subsidiaries 38,429 — — — (38,429 ) — Non-Guarantor Subsidiaries 1,575 — — — (1,575 ) — SPV Subs 8,816 — — — (8,816 ) — Net income (loss) attributable to CURO $ 87,249 $ 1,575 $ 8,816 $ 37,048 $ (97,640 ) $ 37,048 Three Months Ended March 31, 2018 (dollars in thousands) CFTC CURO Intermediate Subsidiary Guarantors Subsidiary Non-Guarantors SPV Subs Eliminations CFTC Consolidated CURO Eliminations CURO Consolidated Revenue $ — $ — $ 128,408 $ 46,250 $ 76,185 $ — $ 250,843 $ — $ — $ 250,843 Provision for losses — — 35,769 12,550 28,564 — 76,883 — — 76,883 Net revenue — — 92,639 33,700 47,621 — 173,960 — — 173,960 Cost of providing services: Salaries and benefits — — 18,018 8,900 — — 26,918 — — 26,918 Occupancy — — 7,646 5,781 — — 13,427 — — 13,427 Office — — 5,582 871 — — 6,453 — — 6,453 Other store operating expenses — — 12,030 920 481 — 13,431 — — 13,431 Advertising — — 5,159 2,726 — — 7,885 — — 7,885 Total cost of providing services — — 48,435 19,198 481 — 68,114 — — 68,114 Gross Margin — — 44,204 14,502 47,140 — 105,846 — — 105,846 Operating (income) expense: Corporate, district and other 448 7 27,992 4,897 30 — 33,374 2,055 — 35,429 Intercompany management fee — — (6,443 ) 3,035 3,408 — — — — — Interest expense 18,322 — (112 ) 57 4,087 — 22,354 — — 22,354 Intercompany interest (income) expense — (801 ) (79 ) 880 — — — — — — Loss on extinguishment of debt 11,683 — — — — — 11,683 — — 11,683 Total operating expense 30,453 (794 ) 21,358 8,869 7,525 — 67,411 2,055 — 69,466 (Loss) income from continuing operations before income taxes (30,453 ) 794 22,846 5,633 39,615 — 38,435 (2,055 ) — 36,380 (Benefit) provision for income tax expense (6,841 ) 18,497 (1,585 ) 1,929 — — 12,000 (533 ) — 11,467 Net (loss) income from continuing operations (23,612 ) (17,703 ) 24,431 3,704 39,615 — 26,435 (1,522 ) — 24,913 Net loss from discontinued operations — — — (1,621 ) — — (1,621 ) — — (1,621 ) Net (loss) income (23,612 ) (17,703 ) 24,431 2,083 39,615 — 24,814 (1,522 ) — 23,292 Equity in net income (loss) of subsidiaries: CFTC — — — — — — — 24,814 (24,814 ) — CURO Intermediate (17,703 ) — — — — 17,703 — — — — Guarantor Subsidiaries 24,431 — — — — (24,431 ) — — — — Non-Guarantor Subsidiaries 3,704 — — — — (3,704 ) — — — — SPV Subs 39,615 — — — — (39,615 ) — — — — Net income (loss) attributable to CURO $ 26,435 $ (17,703 ) $ 24,431 $ 2,083 $ 39,615 $ (50,047 ) $ 24,814 $ 23,292 $ (24,814 ) $ 23,292 Condensed Consolidating Statements of Cash Flows Three Months Ended March 31, 2019 (dollars in thousands) Subsidiary Guarantors Subsidiary Non-Guarantors Canada SPV CURO Eliminations CURO Consolidated Cash flows from operating activities Net cash provided by (used in) continuing operating activities $ 88,291 $ (1,574 ) $ 53,969 $ 67 $ 246 $ 140,999 Net cash used in discontinued operating activities — (504 ) — — — (504 ) Cash flows from investing activities: Purchase of property, equipment and software (2,430 ) (689 ) — — — (3,119 ) Investment in Cognical Holdings (1,568 ) — — — — (1,568 ) Originations of loans, net (38,226 ) 3,652 (30,373 ) — — (64,947 ) Net cash (used in) provided by continuing investing activities (42,224 ) 2,963 (30,373 ) — — (69,634 ) Net cash used in discontinued investing activities — (14,213 ) — — — (14,213 ) Cash flows from financing activities: Proceeds from Non-Recourse Canada SPV facility — — 3,762 — — 3,762 Payments on Non-Recourse Canada SPV facility — — (24,831 ) — — (24,831 ) Proceeds from revolving credit facilities 15,000 15,478 — — — 30,478 Payments on revolving credit facilities (35,000 ) (15,478 ) — — — (50,478 ) Payments to net share settle RSUs — — — (37 ) — (37 ) Proceeds from exercise of stock options 40 — — — — 40 Debt issuance costs paid — — (169 ) (30 ) — (199 ) Net cash used in provided by financing activities (1) (19,960 ) — (21,238 ) (67 ) — (41,265 ) Effect of exchange rate changes on cash and restricted cash — 1,922 262 — (246 ) 1,938 Net increase (decrease) in cash and restricted cash 26,107 (11,406 ) 2,620 — — 17,321 Cash and restricted cash at beginning of period 52,397 34,620 12,840 — — 99,857 Cash at end of period $ 78,504 $ 23,214 $ 15,460 $ — $ — $ 117,178 (1) Financing activities include continuing operations only and were not impacted by discontinued operations Three Months Ended March 31, 2018 (dollars in thousands) CFTC CURO Intermediate Subsidiary Guarantors Subsidiary Non-Guarantors SPV Subs Eliminations CFTC Consolidated CURO CURO Cash flows from operating activities Net cash provided (used) in continuing operating activities $ 87,829 $ — $ (5,956 ) $ 15,391 $ 29,225 $ 9,469 $ 135,958 $ (13,215 ) $ 122,743 Net cash provided by (used in) discontinued operating activities — — — 6,958 — (5,547 ) 1,411 — 1,411 Cash flows from investing activities: Purchase of property, equipment and software — — (788 ) (754 ) — — (1,542 ) — (1,542 ) Originations of loans, net — — (28,277 ) (13,767 ) (14,309 ) — (56,353 ) — (56,353 ) Investment in Cognical Holdings (958 ) — — — — — (958 ) — (958 ) Net cash (used in) provided by continuing operating activities (958 ) — (29,065 ) (14,521 ) (14,309 ) — (58,853 ) — (58,853 ) Net cash provided by (used in) discontinued investing activities — — — (3,782 ) — — (3,782 ) — (3,782 ) Cash flows from financing activities: Proceeds from Non-Recourse U.S. SPV facility — — — — 3,000 — 3,000 — 3,000 Payments on Non-Recourse U.S. SPV facility — — — — (12,519 ) — (12,519 ) — (12,519 ) Proceeds from revolving credit facilities 10,000 — — — — — 10,000 — 10,000 Payments on revolving credit facilities (10,000 ) — — — — — (10,000 ) — (10,000 ) Net proceeds from issuance of common stock — — — — — — — 13,135 13,135 Payments on 12.00% Senior Secured Notes (77,500 ) — — — — — (77,500 ) — (77,500 ) Payments of call premiums from early debt extinguishments (9,300 ) — — — — — (9,300 ) — (9,300 ) Debt issuance costs paid (71 ) — — — — — (71 ) — (71 ) Net cash (used in) provided by financing activities (1) (86,871 ) — — — (9,519 ) — (96,390 ) 13,135 (83,255 ) Effect of exchange rate changes on cash — — — (438 ) — (3,922 ) (4,360 ) — (4,360 ) Net (decrease) increase in cash and restricted cash — — (35,021 ) 3,608 5,397 — (26,016 ) (80 ) (26,096 ) Cash and restricted cash at beginning of period — — 119,056 48,484 6,871 — 174,411 80 174,491 Cash and restricted cash at end of period $ — $ — $ 84,035 $ 52,092 $ 12,268 $ — $ 148,395 $ — $ 148,395 (1) Financing activities included continuing operations only and were not impacted by discontinued. |