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 June 30, 2019 (dollars in thousands) Subsidiary Guarantors Subsidiary Non-Guarantors Canada SPV CURO Eliminations CURO Assets: Cash $ 68,354 $ 23,943 $ — $ — $ — $ 92,297 Restricted cash 16,198 2,695 14,819 — — 33,712 Loans receivable, net 269,298 48,297 190,121 — — 507,716 Right of use asset - operating leases 79,000 61,982 — — — 140,982 Deferred income taxes (7,848 ) — — 10,485 — 2,637 Income taxes receivable (470 ) 6,395 — 31,654 — 37,579 Prepaid expenses and other 23,038 7,203 — — — 30,241 Property and equipment, net 44,209 28,784 — — — 72,993 Goodwill 91,131 29,319 — — — 120,450 Other intangibles, net 8,420 22,237 — — — 30,657 Intercompany receivable 107,251 — — — (107,251 ) — Investment in subsidiaries — — — (1,515 ) 1,515 — Other 15,401 690 — — — 16,091 Total assets $ 713,982 $ 231,545 $ 204,940 $ 40,624 $ (105,736 ) $ 1,085,355 Liabilities and Stockholders' equity: Accounts payable and accrued liabilities $ 44,667 $ (1,166 ) $ 15,020 $ 753 $ — $ 59,274 Deferred revenue 5,237 3,430 45 — — 8,712 Lease liability - operating leases 86,685 62,158 — — — 148,843 Income taxes payable (18,731 ) — — 18,731 — — Accrued interest 2 — 713 18,975 — 19,690 Payable to CURO Holdings Corp. 736,920 — — (736,920 ) — — CSO liability for losses 9,504 — — — — 9,504 Long-term debt — — 90,976 677,536 — 768,512 Intercompany payable — 20,002 87,249 — (107,251 ) — Other liabilities 7,999 595 — — — 8,594 Deferred tax liabilities (4,171 ) 4,848 — 4,171 — 4,848 Total liabilities 868,112 89,867 194,003 (16,754 ) (107,251 ) 1,027,977 Stockholder’s equity (154,130 ) 141,678 10,937 57,378 1,515 57,378 Total liabilities and stockholder’s equity $ 713,982 $ 231,545 $ 204,940 $ 40,624 $ (105,736 ) $ 1,085,355 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 June 30, 2019 (dollars in thousands) Subsidiary Subsidiary Canada SPV CURO Eliminations CURO Revenue $ 210,046 $ 28,162 $ 26,092 $ — $ — $ 264,300 Provision for losses 92,552 6,344 13,114 — — 112,010 Net revenue 117,494 21,818 12,978 — — 152,290 Cost of providing services: Salaries and benefits 17,422 8,664 — — — 26,086 Occupancy 8,033 5,899 — — — 13,932 Office 4,004 1,453 — — — 5,457 Other costs of providing services 11,789 1,065 — — — 12,854 Advertising 11,179 1,601 — — — 12,780 Total cost of providing services 52,427 18,682 — — — 71,109 Gross margin 65,067 3,136 12,978 — — 81,181 Operating (income) expense: Corporate, district and other expenses 30,766 6,422 (781 ) 2,631 — 39,038 Intercompany management fee (3,237 ) 3,229 8 — — — Interest expense 27 7 2,375 14,614 — 17,023 Intercompany interest (income) expense (1,513 ) 890 623 — — — Total operating expense 26,043 10,548 2,225 17,245 — 56,061 Income (loss) from continuing operations before income taxes 39,024 (7,412 ) 10,753 (17,245 ) — 25,120 Provision (benefit) for income tax expense 9,591 1,094 — (3,232 ) — 7,453 Net income (loss) from continuing operations 29,433 (8,506 ) 10,753 (14,013 ) — 17,667 Net loss on discontinued operations — (834 ) — — — (834 ) Net (loss) income 29,433 (9,340 ) 10,753 (14,013 ) — 16,833 Equity in net income (loss) of subsidiaries: CFTC — — — 30,846 (30,846 ) — Guarantor Subsidiaries 29,433 — — — (29,433 ) — Non-Guarantor Subsidiaries (9,340 ) — — — 9,340 — SPV Subs 10,753 — — — (10,753 ) — Net income (loss) attributable to CURO $ 60,279 $ (9,340 ) $ 10,753 $ 16,833 $ (61,692 ) $ 16,833 Three Months Ended June 30, 2018 (dollars in thousands) CFTC CURO Intermediate Subsidiary Guarantors Subsidiary Non-Guarantors SPV Subs Eliminations CFTC Consolidated CURO Eliminations CURO Consolidated Revenue $ — $ — $ 118,034 $ 47,043 $ 72,092 $ — $ 237,169 $ — $ — $ 237,169 Provision for losses — — 46,320 14,360 25,667 — 86,347 — — 86,347 Net revenue — — 71,714 32,683 46,425 — 150,822 — — 150,822 Cost of providing services: Salaries and benefits — — 18,070 8,838 — — 26,908 — — 26,908 Occupancy — — 7,643 5,677 — — 13,320 — — 13,320 Office — — 4,247 1,285 — — 5,532 — — 5,532 Other store operating expenses — — 11,254 881 466 — 12,601 — — 12,601 Advertising — — 12,409 2,704 — — 15,113 — — 15,113 Total cost of providing services — — 53,623 19,385 466 — 73,474 — — 73,474 Gross Margin — — 18,091 13,298 45,959 — 77,348 — — 77,348 Operating (income) expense: Corporate, district and other expenses 458 18 25,383 4,759 46 — 30,664 2,316 — 32,980 Intercompany management fee — — (6,920 ) 3,281 3,639 — — — — — Interest expense 16,585 — (60 ) 7 3,940 — 20,472 — — 20,472 Intercompany interest (income) expense — (904 ) (180 ) 1,084 — — — — — — Loss on extinguishment of debt — — — — — — — — — — Total operating expense 17,043 (886 ) 18,223 9,131 7,625 — 51,136 2,316 — 53,452 (Loss) income from continuing operations before income taxes (17,043 ) 886 (132 ) 4,167 38,334 — 26,212 (2,316 ) — 23,896 (Benefit) provision for income tax expense (5,418 ) 13,668 (4,458 ) 1,962 — — 5,754 (576 ) — 5,178 Net (loss) income from continuing operations (11,625 ) (12,782 ) 4,326 2,205 38,334 — 20,458 (1,740 ) — 18,718 Net loss from discontinued operations — — — (2,743 ) — — (2,743 ) — — (2,743 ) Net (loss) income (11,625 ) (12,782 ) 4,326 (538 ) 38,334 — 17,715 (1,740 ) — 15,975 Equity in net income (loss) of subsidiaries: CFTC — — — — — — — 20,458 (20,458 ) — CURO Intermediate (12,782 ) — — — — 12,782 — — — — Guarantor Subsidiaries 4,326 — — — — (4,326 ) — — — — Non-Guarantor Subsidiaries 2,205 — — — — (2,205 ) — — — — SPV Subs 38,334 — — — — (38,334 ) — — — — Net income (loss) attributable to CURO $ 20,458 $ (12,782 ) $ 4,326 $ (538 ) $ 38,334 $ (32,083 ) $ 17,715 $ 18,718 $ (20,458 ) $ 15,975 Six Months Ended June 30, 2019 (dollars in thousands) Subsidiary Subsidiary Canada SPV CURO Eliminations CURO Revenue $ 436,165 $ 54,936 $ 51,138 $ — $ — $ 542,239 Provision for losses 177,532 10,443 26,420 — — 214,395 Net revenue 258,633 44,493 24,718 — — 327,844 Cost of providing services: Salaries and benefits 37,373 17,414 — — — 54,787 Occupancy 16,043 12,126 — — — 28,169 Office 7,893 2,677 — — — 10,570 Other costs of providing services 24,921 2,153 — — — 27,074 Advertising 17,533 3,033 — — — 20,566 Total cost of providing services 103,763 37,403 — — — 141,166 Gross margin 154,870 7,090 24,718 — — 186,678 Operating (income) expense: Corporate, district and other expenses 72,304 11,604 (755 ) 4,973 — 88,126 Intercompany management fee (6,300 ) 6,284 16 — — — Interest expense 317 79 5,265 29,052 — 34,713 Intercompany interest (income) expense (2,393 ) 1,770 623 — — — Total operating expense 63,928 19,737 5,149 34,025 — 122,839 Income (loss) from continuing operations before income taxes 90,942 (12,647 ) 19,569 (34,025 ) — 63,839 Provision (benefit) for income tax expense 23,610 2,129 — (8,240 ) — 17,499 Net income (loss) from continuing operations 67,332 (14,776 ) 19,569 (25,785 ) — 46,340 Net loss on discontinued operations — 7,541 — — — 7,541 Net (loss) income 67,332 (7,235 ) 19,569 (25,785 ) — 53,881 Equity in net income (loss) of subsidiaries: CFTC — — — 79,666 (79,666 ) — Guarantor Subsidiaries 67,332 — — — (67,332 ) — Non-Guarantor Subsidiaries (7,235 ) — — — 7,235 — SPV Subs 19,569 — — — (19,569 ) — Net income (loss) attributable to CURO $ 146,998 $ (7,235 ) $ 19,569 $ 53,881 $ (159,332 ) $ 53,881 Six Months Ended June 30, 2018 (dollars in thousands) CFTC CURO Intermediate Subsidiary Guarantors Subsidiary Non-Guarantors SPV Subs Eliminations CFTC Consolidated CURO Eliminations CURO Consolidated Revenue $ — $ — $ 246,442 $ 93,293 $ 148,277 $ — $ 488,012 $ — $ — $ 488,012 Provision for losses — — 82,089 26,910 54,231 — 163,230 — — 163,230 Net revenue — — 164,353 66,383 94,046 — 324,782 — — 324,782 Cost of providing services: Salaries and benefits — — 36,089 17,737 — — 53,826 — — 53,826 Occupancy — — 15,289 11,458 — — 26,747 — — 26,747 Office — — 9,830 2,155 — — 11,985 — — 11,985 Other store operating expenses — — 23,284 1,801 947 — 26,032 — — 26,032 Advertising — — 17,568 5,430 — — 22,998 — — 22,998 Total cost of providing services — — 102,060 38,581 947 — 141,588 — — 141,588 Gross Margin — — 62,293 27,802 93,099 — 183,194 — — 183,194 Operating (income) expense: Corporate, district and other expenses 906 25 53,375 9,656 76 — 64,038 4,371 — 68,409 Intercompany management fee — — (13,822 ) 6,775 7,047 — — — — — Interest expense 34,907 — (172 ) 64 8,027 — 42,826 — — 42,826 Intercompany interest (income) expense — (1,784 ) (259 ) 2,043 — — — — — — Loss on extinguishment of debt 11,683 — — — — — 11,683 — — 11,683 Total operating expense 47,496 (1,759 ) 39,122 18,538 15,150 — 118,547 4,371 — 122,918 (Loss) income from continuing operations before income taxes (47,496 ) 1,759 23,171 9,264 77,949 — 64,647 (4,371 ) — 60,276 (Benefit) provision for income tax expense (12,259 ) 32,165 (6,043 ) 3,891 — — 17,754 (1,109 ) — 16,645 Net (loss) income from continuing operations (35,237 ) (30,406 ) 29,214 5,373 77,949 — 46,893 (3,262 ) — 43,631 Net loss from discontinued operations — — — (4,364 ) — — (4,364 ) — — (4,364 ) Net (loss) income (35,237 ) (30,406 ) 29,214 1,009 77,949 — 42,529 (3,262 ) — 39,267 Equity in net income (loss) of subsidiaries: CFTC — — — — — — — 42,529 (42,529 ) — CURO Intermediate (30,406 ) — — — — 30,406 — — — — Guarantor Subsidiaries 29,214 — — — — (29,214 ) — — — — Non-Guarantor Subsidiaries 1,009 — — — — (1,009 ) — — — — SPV Subs 77,949 — — — — (77,949 ) — — — — Net income (loss) attributable to CURO $ 42,529 $ (30,406 ) $ 29,214 $ 1,009 $ 77,949 $ (77,766 ) $ 42,529 $ 39,267 $ (42,529 ) $ 39,267 Condensed Consolidating Statements of Cash Flows Six Months Ended June 30, 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 $ 204,323 $ 10,929 $ 93,690 $ 1,833 $ 1,544 $ 312,319 Net cash used in discontinued operating activities — (504 ) — — — (504 ) Cash flows from investing activities: Purchase of property, equipment and software (4,998 ) (1,166 ) — — — (6,164 ) Investment in Cognical Holdings (4,368 ) — — — — (4,368 ) Originations of loans, net (142,871 ) (3,227 ) (71,101 ) — — (217,199 ) Net cash (used in) provided by continuing investing activities (152,237 ) (4,393 ) (71,101 ) — — (227,731 ) Net cash used in discontinued investing activities — (14,213 ) — — — (14,213 ) Cash flows from financing activities: Proceeds from Non-Recourse U.S. SPV facility — — — — — — Payments on Non-Recourse U.S. SPV facility — — — — — — Proceeds from Non-Recourse Canada SPV facility — — 3,750 — — 3,750 Payments on Non-Recourse Canada SPV facility — — (24,752 ) — — (24,752 ) Proceeds from revolving credit facilities 30,000 38,002 — — — 68,002 Payments on revolving credit facilities (50,000 ) (38,002 ) — — — (88,002 ) Payments on subordinated stockholder debt — (2,245 ) — — — (2,245 ) Proceeds from exercise of stock options 69 — — (42 ) — 27 Debt issuance costs paid — — (169 ) (29 ) — (198 ) Repurchase of common stock — — — (1,762 ) — (1,762 ) Net cash used in provided by financing activities (1) (19,931 ) (2,245 ) (21,171 ) (1,833 ) — (45,180 ) Effect of exchange rate changes on cash and restricted cash — 2,444 561 — (1,544 ) 1,461 Net increase (decrease) in cash and restricted cash 32,155 (7,982 ) 1,979 — — 26,152 Cash and restricted cash at beginning of period 52,397 34,620 12,840 — — 99,857 Cash at end of period $ 84,552 $ 26,638 $ 14,819 $ — $ — $ 126,009 (1) Financing activities include continuing operations only and were not impacted by discontinued operations Six Months Ended June 30, 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 $ 87,848 $ — $ 38,259 $ 53,104 $ 67,767 $ 12,305 $ 259,283 $ (12,550 ) $ 246,733 Net cash provided by (used in) discontinued operating activities — — — 14,225 — (8,767 ) 5,458 — 5,458 Net cash provided by (used in) operating activities 87,848 — 38,259 67,329 67,767 3,538 264,741 (12,550 ) 252,191 Cash flows from investing activities: Purchase of property, equipment and software — — (1,983 ) (974 ) — — (2,957 ) — (2,957 ) Originations of loans, net — — (84,640 ) (48,795 ) (61,201 ) — (194,636 ) — (194,636 ) Investment in Cognical Holdings (958 ) — — — — — (958 ) — (958 ) Net cash (used in) provided by continuing investing activities (958 ) — (86,623 ) (49,769 ) (61,201 ) — (198,551 ) — (198,551 ) Net cash provided by (used in) discontinued investing activities — — — (14,349 ) — — (14,349 ) — (14,349 ) Net cash provided by (used in) investing activities (958 ) — (86,623 ) (64,118 ) (61,201 ) — (212,900 ) — (212,900 ) Cash flows from financing activities: Proceeds from Non-Recourse U.S. SPV facility — — — — 13,000 — 13,000 — 13,000 Payments on Non-Recourse U.S. SPV facility — — — — (19,163 ) — (19,163 ) — (19,163 ) Proceeds from revolving credit facilities 10,000 — — 8,798 — — 18,798 — 18,798 Payments on revolving credit facilities (10,000 ) — — (8,798 ) — — (18,798 ) — (18,798 ) Net proceeds from issuance of common stock — — — — — — — 12,431 12,431 Proceeds from exercise of stock options — — — — — — — 39 39 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 (90 ) — — (78 ) — — (168 ) — (168 ) Net cash (used in) provided by financing activities (1) (86,890 ) — — (78 ) (6,163 ) — (93,131 ) 12,470 (80,661 ) Effect of exchange rate changes on cash — — — (651 ) — (3,538 ) (4,189 ) — (4,189 ) Net (decrease) increase in cash and restricted cash — — (48,364 ) 2,482 403 — (45,479 ) (80 ) (45,559 ) 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 — — 70,692 50,966 7,274 — 128,932 — 128,932 Less: Cash and restricted cash at end of period of Discontinued Operations — — — 12,460 — — 12,460 — 12,460 Cash and restricted cash at end of period of Continuing Operations $ — $ — $ 70,692 $ 38,506 $ 7,274 $ — $ 116,472 $ — $ 116,472 |