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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CURO Group Holdings Corp | NYSE:CURO | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.095 | 0 | 01:00:00 |
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
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90-0934597
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(State or other jurisdiction
of incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
3527 North Ridge Road, Wichita, KS
|
|
67205
|
(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.001 par value per share
|
|
New York Stock Exchange
|
Large accelerated filer
|
☐
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Accelerated filer
|
☒
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Non-accelerated filer
|
☐
|
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||
Smaller reporting company
|
☐
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Emerging growth company
|
☐
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Item 9A
.
|
||
|
|
|
|
|
|
|
•
|
Shifting preference towards installment loans
—Given our experience in offering Installment and Open-End loan products since 2008, we believe that Single-Pay loans are becoming less popular or less suitable for a growing portion of our customers. Our customers generally have shown a preference for Installment and Open-End loan products, which typically have longer terms, lower periodic payments and a lower relative cost than Single-Pay products. Offering more flexible terms and lower payments also significantly expands our addressable market by broadening our products’ appeal to a larger proportion of consumers in the market. For example, in the U.S. our Installment and Open-End loans increased from 58.8% of total Company-Owned loans at the beginning of 2015 to 86.2% at December 31, 2018. Additionally, in Canada our aggregate Installment and Open-End loan products grew from $50.0 million in the third quarter of 2017 to $173.5 million in the fourth quarter of 2018.
|
•
|
Increasing adoption of online channels
—Our experience is that customers prefer service across multiple channels or touch points. Approximately 63% of respondents in a study by CFI Group published in 2016 said they conducted more than half of their banking activities electronically and they reported an overall level of satisfaction that met or exceeded the average. For the year ended December 31, 2018 our consolidated total revenue generated through our online channels totaled
$493.1 million
and represented
45%
of our total revenues for the year, compared to $367.2 million and 38%, respectively, for the year ended December 31, 2017.
|
•
|
Increasing adoption of mobile apps and devices
—With the proliferation of pay-as-you-go and other smartphone plans, many of our underbanked customers have moved directly to mobile devices for loan origination and servicing. According to a 2016 study by the Pew Research Center covering the U.S. and Canada, smartphone penetration was 72% and 67%, respectively. Additionally, 43% of respondents in a study by CFI Group said they conduct financial transactions using a mobile banking app. In 2012, less than 44% of our U.S. customers reached us via a mobile device, whereas in the fourth quarter of 2018, that percentage had grown to over 80%.
|
•
|
Unique omni-channel platform / site-to-store capability
—
We believe we have the only fully-integrated store, online, mobile and contact center platform to support omni-channel customer engagement. We offer a seamless “Call, Click or Come In” capability for customers to apply for loans, receive loan proceeds, make loan payments and otherwise manage their accounts, whether in store, online or over the phone. Customers can utilize any of our three channels at any time and in any combination to obtain a loan, make a loan payment or manage their account. In addition, we have our “Site-to-Store” capability, for which customers that do not qualify for a loan online are directed to a store to complete a loan transaction with one of our associates. Our "Site-to-Store" program resulted in approximately 241,000 loans in the year ended December 31, 2018. These aspects of our platform enable us to source a larger number of customers, serve a broader range of customers and continue serving these customers for longer periods of time.
|
•
|
Industry leading product and geographic diversification
—In addition to channel diversification, we have increased our diversification by product and geography allowing us to serve a broader range of customers with a flexible product offering. As part of this effort, we have also developed and launched new brands and will continue to develop new brands with differentiated marketing messages. These initiatives have helped diversify our revenue streams by enabling us to appeal to a wider array of borrowers.
|
•
|
Leading analytics and information technology drives strong credit risk management
—We have developed a bespoke, proprietary IT platform (the "Curo Platform"), which is a unified, centralized platform that seamlessly integrates activities related to customer acquisition, underwriting, scoring, servicing, collections, compliance and reporting. Our IT platform is underpinned by over 15 years of continually updated customer data comprising over 83 million loan records (as of December 31, 2018) used to formulate our robust, proprietary underwriting algorithms. This platform then automatically applies multi-algorithmic analysis to a customer’s loan application to produce a “Curo Score” which drives our underwriting decision. Globally, as of December 31, 2018, we had approximately
190
employees who write code and manage our networks and infrastructure for our IT platform. This fully-integrated IT platform enables us to make real-time, data-driven changes to our customer acquisition and risk models, which yield significant benefits in terms of customer acquisition costs and credit performance.
|
•
|
Multi-faceted marketing strategy drives low customer acquisition costs
—Our marketing strategy includes a combination of strategic direct mail, television advertisements and online and mobile-based digital campaigns, as well as strategic partnerships and other commonly used modes of marketing. Our global Marketing, Risk and Credit Analytics team, consisting of approximately
82
professionals as of December 31, 2018, uses our integrated CURO Platform to cross reference marketing spend, new customer account data and granular credit metrics to optimize our marketing
|
•
|
Focus on customer experience
—We focus on customer service and experience and have designed our stores, website and mobile application interfaces to appeal to our customers’ needs. We continue to augment our web and mobile app interfaces to enhance our “Call, Click or Come In” strategy, with a focus on adding functionality across all our channels. Our stores are branded with distinct and recognizable signage, are conveniently located and typically are open seven days a week. Furthermore, we employ highly experienced store managers, which we believe is a critical component to driving customer retention, lowering acquisition costs and maximizing store-level margins. For example as of December 31, 2018 in the U.S. the average tenure for our store managers was over
eight
years, for district managers it was approximately
12
years, and for regional directors it was approximately
14
years.
|
•
|
Strong compliance culture with centralized collections operations
—We seek to consistently engage in proactive and constructive dialogue with regulators in each of our jurisdictions and have made significant investments in best-practice automated tools for monitoring, training and compliance management. As of December 31, 2018, our compliance group consisted of
28
individuals based in all of the countries in which we operate, and our compliance management systems are integrated into our proprietary IT platform. In addition to conducting semi-annual compliance audits, our in-house centralized collections strategy, supported by our proprietary back-end customer database and analytics team, drives an effective, compliant and highly-scalable model.
|
•
|
Demonstrated access to capital markets and diversified funding sources
—We have raised nearly $2.1 billion of debt financing across eight separate offerings and various credit facilities since 2008, with our most recent offering completed in August 2018. This aggregate amount includes $690.0 million of 8.25% Senior Secured Notes due 2025 and a C$175.0 million nonrecourse revolving facility due 2022 to support growth of multi‑pay products in Canada, both of which we closed in August 2018. We also have U.S. and Canadian bank revolving credit facilities to supplement intra‑period liquidity. Additionally, we raised over $90.0 million in our IPO. We believe this is an important significant differentiator if competitors have trouble accessing capital to fund their business models if credit markets tighten. For more information, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”
|
•
|
Experienced and innovative management team
—Our management team is among the most experienced in the industry with over a century of collective experience and an average tenure of nearly eight years. We also have deep bench strength across key functional areas including accounting, compliance, IT and legal.
|
•
|
History of growth and profitability
—Throughout our operating history we have maintained strong profitability and growth. Between 2010 and 2018 we grew revenue, Adjusted EBITDA and Adjusted Net Income at a compound annual growth rate of
23.4%
,
20.6%
and
18.9%
, respectively. For more information on non-GAAP measures, see “Supplemental Non-GAAP Financial Information” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” below. At the same time, we have significantly expanded our product offerings to better serve our growing and expanding customer base.
|
•
|
Underwriting:
Installment and Open-End products generally have lower yields than Single-Pay products, which necessitates stringent credit criteria supported by sophisticated credit analytics. Our industry leading analytics platform combines data from over 83 million records worldwide (as of December 31, 2018) associated with loan information from third-party reporting agencies.
|
•
|
Collections and Customer Service:
Installment and Open-End products have longer terms than Single-Pay loans, in some cases up to a total of 60 months. These longer terms drive the need for a more comprehensive collection and a credit-default servicing strategy that emphasizes curing a default and putting the customer back on a track to repaying the loan. We utilize a centralized collection model that eliminates the need for our
|
•
|
Funding:
The shift to larger balance Installment loans with extended terms and Open-End loans with revolving terms requires more substantial and more diversified funding sources. Given our deep and successful track record in accessing diverse sources of capital, we believe that we are well-positioned to support future new product transitions.
|
•
|
average age of 39 for applicants and 41 for borrowers;
|
•
|
applicants are 47% male and 53% female;
|
•
|
41% are homeowners;
|
•
|
45% have a bachelor’s degree or higher; and
|
•
|
the top five employment segments are Retail, Food Service, Government, Banking/Finance and Business Services.
|
•
|
have immediate need for cash between paychecks;
|
•
|
have been rejected for traditional banking services;
|
•
|
maintain sufficient account balances to make a bank account economically efficient;
|
•
|
prefer and trust the simplicity, transparency and convenience of our products;
|
•
|
need access to financial services outside of normal banking hours; and
|
•
|
reject complicated fee structures in bank products (e.g., credit cards and overdrafts).
|
•
|
transparent approval process;
|
•
|
flexible loan structure, providing greater ability to manage monthly payments;
|
•
|
simple, clearly communicated pricing structure; and
|
•
|
full customer account management online and via mobile devices.
|
•
|
213
U.S. locations: Texas (
90
stores), California (
36
), Nevada (
18
), Arizona (
13
), Tennessee (
11
), Kansas (
10
), Illinois (
8
), Alabama (
7
), Missouri (
5
), Louisiana (
5
), Colorado (
3
), Oregon (
3
), Washington (
2
) and Mississippi (
2
);
|
•
|
200
Canadian locations: Ontario (
131
), Alberta (
27
), British Columbia (
26
), Saskatchewan (
6
), Nova Scotia (
5
), Manitoba (
4
) and New Brunswick (
1
).
|
|
Unsecured Installment
|
Secured Installment
|
Open-End
|
Single-Pay
|
Channel
|
Online and in-store: 15 U.S. states, Canada and the U.K.
(1)
|
Online and in-store: 7 U.S. states
|
Online: KS, TN, ID, UT, RI, VA, DE and Canada. In-Store: KS, TN and Canada.
|
Online and in-store: 12 U.S. states, Canada and the U.K.
(1)
|
Approximate Average Loan Size
(2)
|
$633
|
$1,405
|
$814
|
$316
|
Duration
|
Up to 60 months
|
Up to 42 months
|
Revolving/Open-Ended
|
Up to 62 days
|
Pricing
|
15.7% average monthly interest rate
(3)
|
11.6% average monthly interest rate
(3)
|
Daily interest rates ranging from 0.13% to 0.99%
|
Fees ranging from $13 to $25 per $100 borrowed
|
(1) Online only in the U.K. through February 25, 2019
|
||||
(2) Includes CSO loans
|
||||
(3) Weighted average of the contractual interest rates for the portfolio as of December 31, 2018. Excludes CSO fees
|
•
|
range of services;
|
•
|
flexibility of product offering;
|
•
|
convenience;
|
•
|
reliability;
|
•
|
fees; and
|
•
|
speed.
|
•
|
A “full payment test,” under which the lender must make a reasonable determination of the consumer’s ability to repay the loan and cover major financial obligations and living expenses over the term of the loan and the succeeding 30 days. Under this test, the lender must take account of the consumer’s basic living expenses and obtain and generally verify evidence of the consumer’s income and major financial obligations. However, in circumstances where a lender determines that a reliable income record is not reasonably available, such as when a consumer receives and spends income in cash, the lender may reasonably rely on the consumer’s statements alone as evidence of income. Further, unless a housing debt obligation appears on a national consumer report, the lender may reasonably rely on the consumer's written statement. As part of the ATR determination, the 2017 Final CFPB Rule permits lenders and consumers to rely on income from third parties, such as spouses, to which the consumer has a reasonable expectation of access and permits lenders in certain circumstances to consider whether another person is regularly contributing to the payment of major financial obligations or basic living expenses. A 30-day cooling off period applies after a sequence of three covered short-term or longer-term balloon payment loans.
|
•
|
A “principal-payoff option,” under which the lender may make up to three sequential loans, ("Section 1041.6 Loans") without engaging in an ATR analysis. The first Section 1041.6 Loan in any sequence of Section 1041.6 Loans without a 30-day cooling off period between loans is limited to $500, the second is limited to a principal amount that is at least one-third smaller than the principal amount of the first, and the third is limited to a principal amount that is at least two-thirds smaller than the principal amount of the first. A lender may not use this option if (i) the consumer had in the past 30 days an outstanding covered short-term loan or an outstanding longer-term balloon payment loan that is not a Section 1041.6 Loan, or (ii) the new Section 1041.6 Loan would result in the consumer having more than six covered short-term loans (including Section 1041.6 Loans) during a consecutive 12-month period or being in debt for more than 90 days on such loans during a consecutive 12-month period. For Section 1041.6 Loans, the lender cannot take vehicle security or structure the loan as open-end credit.
|
•
|
If two consecutive attempts to collect money from a particular account of the borrower, made through any channel (e.g., paper check, ACH, prepaid card) are returned for insufficient funds, the lender cannot make any further attempts to collect from such account unless the borrower has provided a new and specific authorization for additional payment transfers. The 2017 Final CFPB Rule contains specific requirements and conditions for the authorization. While the CFPB has explained that these provisions are designed to limit bank penalty fees to which consumers may be subject, and while banks do not charge penalty fees on card authorization requests, the 2017 Final CFPB Rule nevertheless treats card authorization requests as payment attempts subject to these limitations.
|
•
|
A lender generally must give the consumer at least three business days advance notice before attempting to collect payment by accessing a consumer’s checking, savings, or prepaid account. The notice must include information such as the date of the payment request, payment channel and payment amount (broken down by principal, interest, fees, and other charges), as well as additional information for “unusual attempts,” such as when the payment is for a different amount than the regular payment, initiated on a date other than the date of a regularly scheduled payment or initiated in a different channel that the immediately preceding payment attempt. A lender must also provide the borrower with a "consumer rights notice" in a prescribed form after two consecutive failed payment attempts.
|
•
|
online lenders must provide details of their products on at least one FCA authorized price comparison website, or PCW, and include a hyperlink from their website to the relevant PCW; and
|
•
|
payday lenders must provide existing customers with a summary of their cost of borrowing.
|
•
|
it may be more difficult for us to satisfy our financial obligations;
|
•
|
our ability to obtain additional financing for working capital, capital expenditures, strategic acquisitions or general corporate purposes may be impaired;
|
•
|
we must use a substantial portion of our cash flow from operations to pay interest on our debt, which reduces funds available to use for operations, invest in our business, pay dividends to our stockholders and use for other purposes;
|
•
|
we could be at a competitive disadvantage compared to those of our competitors that may have proportionately less debt;
|
•
|
the terms of our debt restricts our ability to pay dividends; and
|
•
|
our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate may be limited.
|
•
|
the amount we may charge in interest rates and fees;
|
•
|
the terms of our loans (such as maximum and minimum durations), repayment requirements and limitations, number and frequency of loans, maximum loan amounts, renewals and extensions, required repayment plans and reporting and use of state-wide databases;
|
•
|
underwriting requirements;
|
•
|
collection and servicing activity, including initiation of payments from consumer accounts;
|
•
|
the establishment and operation of CSOs or CABs;
|
•
|
licensing, reporting and document retention;
|
•
|
unfair, deceptive and abusive acts and practices;
|
•
|
discrimination;
|
•
|
disclosures, notices, advertising and marketing;
|
•
|
loans to members of the military and their dependents;
|
•
|
requirements governing electronic payments, transactions, signatures and disclosures;
|
•
|
check cashing;
|
•
|
money transmission;
|
•
|
currency and suspicious activity recording and reporting;
|
•
|
privacy and use of personally identifiable information and consumer data, including credit reports;
|
•
|
anti-money laundering and counter-terrorist financing requirements, including currency and suspicious transaction recording and reporting;
|
•
|
posting of fees and charges; and
|
•
|
repossession practices in certain jurisdictions where we operate as a title lender, including requirements regarding notices and prompt remittance of excess proceeds for the sale of repossessed automobiles.
|
•
|
ordering remedial or corrective actions, including changes to compliance systems, product terms and other business operations;
|
•
|
imposing fines or other monetary penalties, including for substantial amounts;
|
•
|
ordering the payment of restitution, damages or other amounts to customers, including multiples of the amounts charged;
|
•
|
requiring disgorgement of revenues or profits from certain activities;
|
•
|
imposing cease and desist orders, including orders requiring affirmative relief, targeting specific business activities;
|
•
|
subjecting our operations to additional regulatory examinations during a remediation period;
|
•
|
revoking licenses required to operate in particular jurisdictions;
|
•
|
ordering the closure of one or more stores; and
|
•
|
other impactful consequences.
|
•
|
our operating and financial performance and prospects and the performance of other similar companies;
|
•
|
our quarterly or annual earnings or those of other companies in our industry;
|
•
|
conditions that impact demand for our products and services;
|
•
|
our ability to accurately forecast our financial results;
|
•
|
the public’s reaction to our press releases, financial guidance and other public announcements, and filings with the SEC;
|
•
|
changes in earnings estimates or recommendations by securities or research analysts who track our common stock;
|
•
|
market and industry perception of our level of success in pursuing our growth strategy;
|
•
|
strategic actions by us or our competitors, such as acquisitions or restructurings;
|
•
|
changes in government and other regulations;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
arrival or departure of members of senior management or other key personnel;
|
•
|
the number of shares that are publicly traded;
|
•
|
sales of common stock by us, our investors or members of our management team;
|
•
|
factors affecting the industry in which we operate, including competition, innovation, regulation, the economy and other factors; and
|
•
|
changes in general market, economic and political conditions in the U.S. and global economies or financial markets, including those resulting from natural disasters, telecommunications failures, cyber-attacks, civil unrest in various parts of the world, acts of war, terrorist attacks or other catastrophic events.
|
•
|
permit our board of directors to establish the number of directors and fill any vacancies and newly-created directorships;
|
•
|
authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;
|
•
|
provide that our board of directors is expressly authorized to amend or repeal any provision of our bylaws;
|
•
|
restrict the forum for certain litigation against us to Delaware;
|
•
|
establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings;
|
•
|
establish a classified board of directors with three staggered classes of directors, where directors may only be removed for cause (unless we de-classify our board of directors);
|
•
|
require that actions to be taken by our stockholders be taken only at an annual or special meeting of our stockholders, and not by written consent; and
|
•
|
establish certain limitations on convening special stockholder meetings.
|
Plan Category
|
(A)
Number of Securities to be Issued Upon Exercise of Outstanding Options and Vest of Restricted Stock Units
(1)
|
|
(B)
Weighted Average Exercise Price of Outstanding Options
(2)
|
|
(C)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A)
(3)
|
|
|
Equity compensation plans approved by stockholders
|
1,354,710
|
|
$
|
3.56
|
|
3,452,952
|
|
Equity compensation plans not approved by stockholders
|
—
|
|
$
|
—
|
|
—
|
|
Total
|
1,354,710
|
|
$
|
3.56
|
|
3,452,952
|
|
(1) This amount includes shares to be issued upon settlement of 294,360 shares underlying unvested stock options and 1,060,350 shares underlying unvested RSU's.
|
|||||||
(2) This amount represents only the stock options outstanding as of December 31, 2018, since RSU awards do not have an exercise price.
|
|||||||
(3) This amount represents securities issuable under the 2017 Incentive Plan which is comprised of only RSU's as of December 31, 2018.
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid Per Share
|
|||
|
|
|
|||
December 7, 2018
(1)
|
158,238
|
|
$
|
12.17
|
|
(1) Represents shares withheld from employees as tax payments for shares issued under our stock-based compensation plans. See
Note 11, "Share-Based Compensation"
of the Notes to Consolidated Financial Statements for additional details on our stock-based compensation plans.
|
•
|
Adjusted Net Income and Adjusted Earnings Per Share, or the Adjusted Earnings Measures (net income plus or minus gain (loss) on extinguishment of debt, restructuring and other costs, goodwill and intangible asset impairments, transaction-related costs, U.K. redress and related costs, share-based compensation, intangible asset amortization and cumulative tax effect of applicable adjustments, on a total and per share basis);
|
•
|
EBITDA (earnings before interest, income taxes, depreciation and amortization);
|
•
|
Adjusted EBITDA (EBITDA plus or minus certain non-cash and other adjusting items); and
|
•
|
Gross Combined Loans Receivable (includes loans originated by third-party lenders through CSO programs which are not included in our Consolidated Financial Statements).
|
•
|
they do not include cash expenditures or future requirements for capital expenditures or contractual commitments;
|
•
|
they do not include changes in, or cash requirements for, working capital needs;
|
•
|
they do not include the interest expense, or the cash requirements necessary to service interest or principal payments on debt;
|
•
|
depreciation and amortization are non-cash expense items reported in the statements of cash flows; and
|
•
|
other companies in our industry may calculate these measures differently, limiting their usefulness as comparative measures.
|
•
|
Gross Combined Loans Receivable—balances in 2017 included Installment loans that were up to 90 days past-due with related accrued interest, while balances in prior periods did not include these loans.
|
•
|
Revenues—for the
year
ended
December 31,
2017, revenues included accrued interest on past-due loan balances, while revenues in prior periods did not include these amounts.
|
•
|
Provision for Losses—prospectively, loans charged off on day 91 included accrued interest. Thus, we adjusted allowance coverage rates in 2017 to include both principal and accrued interest.
|
|
|
Year Ended
|
|
Year Ended
|
||||||||||||||||||||||
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||
(in thousands)
|
|
U.S.
|
Canada
|
U.K.
|
Total
|
|
U.S.
|
Canada
|
U.K.
|
Total
|
||||||||||||||||
Unsecured Installment
|
|
$
|
509,883
|
|
$
|
13,399
|
|
$
|
38,439
|
|
$
|
561,721
|
|
|
$
|
435,745
|
|
$
|
19,013
|
|
$
|
25,485
|
|
$
|
480,243
|
|
Secured Installment
|
|
110,677
|
|
—
|
|
—
|
|
110,677
|
|
|
100,981
|
|
—
|
|
—
|
|
100,981
|
|
||||||||
Open-End
|
|
106,230
|
|
35,733
|
|
—
|
|
141,963
|
|
|
73,308
|
|
188
|
|
—
|
|
73,496
|
|
||||||||
Single-Pay
|
|
107,545
|
|
111,447
|
|
10,799
|
|
229,791
|
|
|
107,553
|
|
147,617
|
|
13,624
|
|
268,794
|
|
||||||||
Ancillary
|
|
18,806
|
|
31,353
|
|
—
|
|
50,159
|
|
|
20,142
|
|
19,591
|
|
386
|
|
40,119
|
|
||||||||
Total revenue
|
|
$
|
853,141
|
|
$
|
191,932
|
|
$
|
49,238
|
|
$
|
1,094,311
|
|
|
$
|
737,729
|
|
$
|
186,409
|
|
$
|
39,495
|
|
$
|
963,633
|
|
|
|
Year Ended
|
|
Year Ended
|
||||||||||||||||||||||
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||
(in thousands)
|
|
U.S.
|
Canada
|
U.K.
|
Total
|
|
U.S.
|
Canada
|
U.K.
|
Total
|
||||||||||||||||
Unsecured Installment
|
|
$
|
435,745
|
|
$
|
19,013
|
|
$
|
25,485
|
|
$
|
480,243
|
|
|
$
|
318,460
|
|
$
|
1,143
|
|
$
|
11,110
|
|
$
|
330,713
|
|
Secured Installment
|
|
100,981
|
|
—
|
|
—
|
|
100,981
|
|
|
81,453
|
|
—
|
|
—
|
|
81,453
|
|
||||||||
Open-End
|
|
73,308
|
|
188
|
|
—
|
|
73,496
|
|
|
66,945
|
|
—
|
|
3
|
|
66,948
|
|
||||||||
Single-Pay
|
|
107,553
|
|
147,617
|
|
13,624
|
|
268,794
|
|
|
117,609
|
|
173,779
|
|
21,888
|
|
313,276
|
|
||||||||
Ancillary
|
|
20,142
|
|
19,591
|
|
386
|
|
40,119
|
|
|
22,332
|
|
13,155
|
|
719
|
|
36,206
|
|
||||||||
Total revenue
|
|
$
|
737,729
|
|
$
|
186,409
|
|
$
|
39,495
|
|
$
|
963,633
|
|
|
$
|
606,799
|
|
$
|
188,077
|
|
$
|
33,720
|
|
$
|
828,596
|
|
|
Three Months Ended
|
|||||||||||||||||||||||
(in millions)
|
December 31, 2018
|
September 30, 2018
|
June 30, 2018
|
March 31, 2018
|
December 31, 2017
|
September 30, 2017
|
June 30, 2017
|
March 31, 2017
|
||||||||||||||||
Company-owned gross loans receivable
|
$
|
596.8
|
|
$
|
567.7
|
|
$
|
444.6
|
|
$
|
389.8
|
|
$
|
432.8
|
|
$
|
393.4
|
|
$
|
350.3
|
|
$
|
304.8
|
|
Gross loans receivable guaranteed by the Company
|
80.4
|
|
78.8
|
|
69.2
|
|
57.1
|
|
78.8
|
|
71.2
|
|
62.1
|
|
57.8
|
|
||||||||
Gross combined loans receivable
(1)
|
$
|
677.2
|
|
$
|
646.5
|
|
$
|
513.8
|
|
$
|
446.9
|
|
$
|
511.6
|
|
$
|
464.6
|
|
$
|
412.4
|
|
$
|
362.6
|
|
|
2018
|
|
2017
|
|||||||||||||
(dollars in thousands, unaudited)
|
Fourth Quarter
|
Third Quarter
|
Second Quarter
|
First
Quarter
|
|
Fourth Quarter
|
||||||||||
Open-End loans:
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
47,228
|
|
$
|
40,290
|
|
$
|
27,222
|
|
$
|
27,223
|
|
|
$
|
21,154
|
|
Provision for losses
|
28,337
|
|
31,686
|
|
14,848
|
|
11,428
|
|
|
8,334
|
|
|||||
Net revenue
|
$
|
18,891
|
|
$
|
8,604
|
|
$
|
12,374
|
|
$
|
15,795
|
|
|
$
|
12,820
|
|
Net charge-offs
|
$
|
25,218
|
|
$
|
23,579
|
|
$
|
11,924
|
|
$
|
10,972
|
|
|
$
|
6,799
|
|
Open-End gross loan balances:
|
|
|
|
|
|
|
||||||||||
Open-End gross loans receivable
|
$
|
207,333
|
|
$
|
184,067
|
|
$
|
91,033
|
|
$
|
51,564
|
|
|
$
|
47,949
|
|
Allowance for loan losses
|
$
|
19,901
|
|
$
|
18,013
|
|
$
|
9,717
|
|
$
|
6,846
|
|
|
$
|
6,426
|
|
Open-End Allowance for loan losses as a percentage of Open-End gross loans receivable
|
9.6
|
%
|
9.8
|
%
|
10.7
|
%
|
13.3
|
%
|
|
13.4
|
%
|
|||||
Provision as a percentage of gross loans receivable
|
13.7
|
%
|
17.2
|
%
|
16.3
|
%
|
22.2
|
%
|
|
17.4
|
%
|
|
2018
|
|
2017
|
|||||||||||||
(dollars in thousands, unaudited)
|
Fourth
Quarter
|
Third
Quarter
|
Second
Quarter
|
First
Quarter
|
|
Fourth
Quarter
|
||||||||||
Single-Pay loans:
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
51,279
|
|
$
|
53,205
|
|
$
|
61,602
|
|
$
|
63,705
|
|
|
$
|
70,868
|
|
Provision for losses
|
12,923
|
|
13,511
|
|
14,527
|
|
11,302
|
|
|
17,952
|
|
|||||
Net revenue
|
$
|
38,356
|
|
$
|
39,694
|
|
$
|
47,075
|
|
$
|
52,403
|
|
|
$
|
52,916
|
|
Net charge-offs
|
$
|
12,173
|
|
$
|
13,927
|
|
$
|
14,543
|
|
$
|
12,698
|
|
|
$
|
17,362
|
|
Single-Pay gross loan balances:
|
|
|
|
|
|
|
|
|||||||||
Single-Pay gross loans receivable
|
$
|
82,375
|
|
$
|
80,867
|
|
$
|
89,575
|
|
$
|
87,075
|
|
|
$
|
99,400
|
|
Single-Pay Allowance for loan losses
|
$
|
4,419
|
|
$
|
3,768
|
|
$
|
4,372
|
|
$
|
4,485
|
|
|
$
|
5,915
|
|
Single-Pay Allowance for loan losses as a percentage of Single-Pay gross loans receivable
|
5.4
|
%
|
4.7
|
%
|
4.9
|
%
|
5.2
|
%
|
|
6.0
|
%
|
|
Year Ended December 31,
|
|||||||||||
(dollars in thousands)
|
2018
|
2017
|
|
Change $
|
Change %
|
|||||||
Revenue
|
$
|
1,094,311
|
|
$
|
963,633
|
|
|
$
|
130,678
|
|
13.6
|
%
|
Provision for losses
|
443,232
|
|
326,226
|
|
|
117,006
|
|
35.9
|
%
|
|||
Net revenue
|
651,079
|
|
637,407
|
|
|
13,672
|
|
2.1
|
%
|
|||
Advertising costs
|
68,333
|
|
52,058
|
|
|
16,275
|
|
31.3
|
%
|
|||
Non-advertising costs of providing services
|
241,849
|
|
236,112
|
|
|
5,737
|
|
2.4
|
%
|
|||
Total cost of providing services
|
310,182
|
|
288,170
|
|
|
22,012
|
|
7.6
|
%
|
|||
Gross margin
|
340,897
|
|
349,237
|
|
|
(8,340
|
)
|
(2.4
|
)%
|
|||
Operating expense
|
|
|
|
|
|
|
||||||
Corporate, district and other
|
186,536
|
|
154,973
|
|
|
31,563
|
|
20.4
|
%
|
|||
Interest expense
|
84,356
|
|
82,684
|
|
|
1,672
|
|
2.0
|
%
|
|||
Loss on extinguishment of debt
|
90,569
|
|
12,458
|
|
|
78,111
|
|
#
|
|
|||
Restructuring costs
|
—
|
|
7,393
|
|
|
(7,393
|
)
|
(100.0
|
)%
|
|||
Total operating expense
|
361,461
|
|
257,508
|
|
|
103,953
|
|
40.4
|
%
|
|||
Net (loss) income before taxes
|
(20,564
|
)
|
91,729
|
|
|
(112,293
|
)
|
#
|
|
|||
Provision for income taxes
|
1,489
|
|
42,576
|
|
|
(41,087
|
)
|
(96.5
|
)%
|
|||
Net (loss) income
|
$
|
(22,053
|
)
|
$
|
49,153
|
|
|
$
|
(71,206
|
)
|
#
|
|
# Change greater than 100% or not meaningful.
|
|
|
|
|
|
|
Year Ended December 31,
|
|||||||||||
(in thousands except per share data)
|
2018
|
2017
|
|
Change $
|
Change %
|
|||||||
Net income
|
$
|
(22,053
|
)
|
$
|
49,153
|
|
|
$
|
(71,206
|
)
|
(144.9
|
)%
|
Adjustments:
|
|
|
|
|
|
|||||||
Loss on extinguishment of debt
(1)
|
93,830
|
|
12,458
|
|
|
|
|
|||||
Restructuring costs
(2)
|
—
|
|
7,393
|
|
|
|
|
|||||
U.K. redress and related costs
(3)
|
36,228
|
|
—
|
|
|
|
|
|||||
Legal settlement costs
(4)
|
(289
|
)
|
4,311
|
|
|
|
|
|||||
Transaction-related costs
(5)
|
—
|
|
5,573
|
|
|
|
|
|||||
Share-based cash and non-cash compensation
(6)
|
8,210
|
|
10,446
|
|
|
|
|
|||||
Intangible asset amortization
|
2,805
|
|
2,502
|
|
|
|
|
|||||
Impact of tax law changes
(7)
|
(1,610
|
)
|
4,635
|
|
|
|
|
|||||
Cumulative tax effect of adjustments
|
(27,598
|
)
|
(17,397
|
)
|
|
|
|
|||||
Adjusted Net Income
|
$
|
89,523
|
|
$
|
79,074
|
|
|
$
|
10,449
|
|
13.2
|
%
|
|
|
|
|
|
|
|||||||
Net (loss) income
|
$
|
(22,053
|
)
|
$
|
49,153
|
|
|
|
|
|||
Diluted Weighted Average Shares Outstanding
(8)(10)
|
45,815
|
|
39,277
|
|
|
|
|
|||||
Adjusted Diluted Weighted Average Shares Outstanding
(8)(10)
|
47,965
|
|
39,277
|
|
|
|
|
|||||
Diluted (Loss) Earnings per Share
(8)(10)
|
$
|
(0.48
|
)
|
$
|
1.25
|
|
|
$
|
(1.73
|
)
|
(138.4
|
)%
|
Per Share impact of adjustments to Net Income
(8)(10)
|
2.34
|
|
0.76
|
|
|
|
|
|||||
Adjusted Diluted Earnings per Share
(8)(10)
|
$
|
1.86
|
|
$
|
2.01
|
|
|
$
|
(0.15
|
)
|
(7.5
|
)%
|
U.S. Segment Results
|
Year Ended December 31,
|
|||||||||||
(dollars in thousands)
|
2018
|
2017
|
|
Change $
|
Change %
|
|||||||
Revenue
|
$
|
853,141
|
|
$
|
737,729
|
|
|
$
|
115,412
|
|
15.6
|
%
|
Provision for losses
|
348,611
|
|
267,491
|
|
|
81,120
|
|
30.3
|
%
|
|||
Net revenue
|
504,530
|
|
470,238
|
|
|
34,292
|
|
7.3
|
%
|
|||
Advertising costs
|
48,832
|
|
36,148
|
|
|
12,684
|
|
35.1
|
%
|
|||
Non-advertising costs of providing services
|
170,870
|
|
166,875
|
|
|
3,995
|
|
2.4
|
%
|
|||
Total cost of providing services
|
219,702
|
|
203,023
|
|
|
16,679
|
|
8.2
|
%
|
|||
Gross margin
|
284,828
|
|
267,215
|
|
|
17,613
|
|
6.6
|
%
|
|||
Corporate, district and other
|
112,761
|
|
120,803
|
|
|
(8,042
|
)
|
(6.7
|
)%
|
|||
Interest expense
|
80,381
|
|
82,495
|
|
|
(2,114
|
)
|
(2.6
|
)%
|
|||
Loss on extinguishment of debt
|
90,569
|
|
12,458
|
|
|
78,111
|
|
#
|
|
|||
Total operating expense
|
283,711
|
|
215,756
|
|
|
67,955
|
|
31.5
|
%
|
|||
Segment operating income
|
1,117
|
|
51,459
|
|
|
(50,342
|
)
|
(97.8
|
)%
|
|||
Interest expense
|
80,381
|
|
82,495
|
|
|
(2,114
|
)
|
(2.6
|
)%
|
|||
Depreciation and amortization
|
13,823
|
|
13,643
|
|
|
180
|
|
1.3
|
%
|
|||
EBITDA
|
95,321
|
|
147,597
|
|
|
(52,276
|
)
|
(35.4
|
)%
|
|||
Loss on extinguishment of debt
|
90,569
|
|
12,458
|
|
|
78,111
|
|
|
||||
Legal settlement cost
|
(408
|
)
|
4,311
|
|
|
(4,719
|
)
|
|
||||
Other adjustments
|
219
|
|
(110
|
)
|
|
329
|
|
|
||||
Transaction related costs
|
—
|
|
5,573
|
|
|
(5,573
|
)
|
|
||||
Share-based cash and non-cash compensation
|
8,210
|
|
10,290
|
|
|
(2,080
|
)
|
|
||||
Adjusted EBITDA
|
$
|
193,911
|
|
$
|
180,119
|
|
|
$
|
13,792
|
|
7.7
|
%
|
# Change greater than 100% or not meaningful.
|
|
|
|
|
|
Canada Segment Results
|
Year Ended December 31,
|
|||||||||||
(dollars in thousands)
|
2018
|
2017
|
|
Change $
|
Change %
|
|||||||
Revenue
|
$
|
191,932
|
|
$
|
186,408
|
|
|
$
|
5,524
|
|
3.0
|
%
|
Provision for losses
|
72,989
|
|
45,075
|
|
|
27,914
|
|
61.9
|
%
|
|||
Net revenue
|
118,943
|
|
141,333
|
|
|
(22,390
|
)
|
(15.8
|
)%
|
|||
Advertising costs
|
10,531
|
|
10,415
|
|
|
116
|
|
1.1
|
%
|
|||
Non-advertising costs of providing services
|
67,770
|
|
62,968
|
|
|
4,802
|
|
7.6
|
%
|
|||
Total cost of providing services
|
78,301
|
|
73,383
|
|
|
4,918
|
|
6.7
|
%
|
|||
Gross margin
|
40,642
|
|
67,950
|
|
|
(27,308
|
)
|
(40.2
|
)%
|
|||
Corporate, district and other
|
19,640
|
|
16,952
|
|
|
2,688
|
|
15.9
|
%
|
|||
Interest expense
|
4,001
|
|
201
|
|
|
3,800
|
|
#
|
|
|||
Total operating expense
|
23,641
|
|
17,153
|
|
|
6,488
|
|
37.8
|
%
|
|||
Segment operating income
|
17,001
|
|
50,797
|
|
|
(33,796
|
)
|
(66.5
|
)%
|
|||
Interest expense
|
4,001
|
|
201
|
|
|
3,800
|
|
#
|
|
|||
Depreciation and amortization
|
4,514
|
|
4,546
|
|
|
(32
|
)
|
(0.7
|
)%
|
|||
EBITDA
|
25,516
|
|
55,544
|
|
|
(30,028
|
)
|
(54.1
|
)%
|
|||
Legal settlements
|
119
|
|
—
|
|
|
119
|
|
|
||||
Share-based cash and non-cash compensation
|
—
|
|
156
|
|
|
(156
|
)
|
|
||||
Other adjustments
|
277
|
|
(1,071
|
)
|
|
1,348
|
|
|
||||
Adjusted EBITDA
|
$
|
25,912
|
|
$
|
54,629
|
|
|
$
|
(28,717
|
)
|
(52.6
|
)%
|
# Change greater than 100% or not meaningful.
|
U.K. Segment Results
|
Year Ended December 31,
|
|||||||||||
(dollars in thousands)
|
2018
|
2017
|
|
Change $
|
Change %
|
|||||||
Revenue
|
$
|
49,238
|
|
$
|
39,496
|
|
|
$
|
9,742
|
|
24.7
|
%
|
Provision for losses
|
21,632
|
|
13,660
|
|
|
7,972
|
|
58.4
|
%
|
|||
Net revenue
|
27,606
|
|
25,836
|
|
|
1,770
|
|
6.9
|
%
|
|||
Advertising costs
|
8,970
|
|
5,495
|
|
|
3,475
|
|
63.2
|
%
|
|||
Non-advertising costs of providing services
|
3,209
|
|
6,269
|
|
|
(3,060
|
)
|
(48.8
|
)%
|
|||
Total cost of providing services
|
12,179
|
|
11,764
|
|
|
415
|
|
3.5
|
%
|
|||
Gross margin
|
15,427
|
|
14,072
|
|
|
1,355
|
|
9.6
|
%
|
|||
Corporate, district and other
|
54,135
|
|
17,218
|
|
|
36,917
|
|
214.4
|
%
|
|||
Interest income
|
(26
|
)
|
(12
|
)
|
|
(14
|
)
|
#
|
|
|||
Restructuring and other costs
|
—
|
|
7,393
|
|
|
(7,393
|
)
|
#
|
|
|||
Total operating expense
|
54,109
|
|
24,599
|
|
|
29,510
|
|
#
|
|
|||
Segment operating loss
|
(38,682
|
)
|
(10,527
|
)
|
|
(28,155
|
)
|
#
|
|
|||
Interest income
|
(26
|
)
|
(12
|
)
|
|
(14
|
)
|
#
|
|
|||
Depreciation and amortization
|
501
|
|
648
|
|
|
(147
|
)
|
(22.7
|
)%
|
|||
EBITDA
|
(38,207
|
)
|
(9,891
|
)
|
|
(28,316
|
)
|
#
|
|
|||
U.K. redress and related costs
|
36,228
|
|
—
|
|
|
36,228
|
|
|
||||
Other adjustments
|
(54
|
)
|
(35
|
)
|
|
(19
|
)
|
|
||||
Restructuring and other costs
|
—
|
|
7,393
|
|
|
(7,393
|
)
|
|
||||
Adjusted EBITDA
|
$
|
(2,033
|
)
|
$
|
(2,533
|
)
|
|
$
|
500
|
|
19.7
|
%
|
# Change greater than 100% or not meaningful
|
|
|
|
|
|
|
Year Ended December 31,
|
|||||||||||
(dollars in thousands)
|
2017
|
2016
|
|
Change $
|
Change %
|
|||||||
Revenue
|
$
|
963,633
|
|
$
|
828,596
|
|
|
$
|
135,037
|
|
16.3
|
%
|
Provision for losses
|
326,226
|
|
258,289
|
|
|
67,937
|
|
26.3
|
%
|
|||
Net revenue
|
637,407
|
|
570,307
|
|
|
67,100
|
|
11.8
|
%
|
|||
Advertising costs
|
52,058
|
|
43,921
|
|
|
8,137
|
|
18.5
|
%
|
|||
Non-advertising costs of providing services
|
236,112
|
|
233,130
|
|
|
2,982
|
|
1.3
|
%
|
|||
Total cost of providing services
|
288,170
|
|
277,051
|
|
|
11,119
|
|
4.0
|
%
|
|||
Gross margin
|
349,237
|
|
293,256
|
|
|
55,981
|
|
19.1
|
%
|
|||
Operating (income) expense
|
|
|
|
|
|
|||||||
Corporate, district and other
|
154,973
|
|
124,274
|
|
|
30,699
|
|
24.7
|
%
|
|||
Interest expense
|
82,684
|
|
64,334
|
|
|
18,350
|
|
28.5
|
%
|
|||
Loss (gain) on extinguishment of debt
|
12,458
|
|
(6,991
|
)
|
|
19,449
|
|
#
|
|
|||
Restructuring costs
|
7,393
|
|
3,618
|
|
|
3,775
|
|
#
|
|
|||
Total operating expense
|
257,508
|
|
185,235
|
|
|
72,273
|
|
39.0
|
%
|
|||
Net income before taxes
|
91,729
|
|
108,021
|
|
|
(16,292
|
)
|
(15.1
|
)%
|
|||
Provision for income taxes
|
42,576
|
|
42,577
|
|
|
(1
|
)
|
—
|
%
|
|||
Net income
|
$
|
49,153
|
|
$
|
65,444
|
|
|
$
|
(16,291
|
)
|
(24.9
|
)%
|
# Change greater than 100% or not meaningful.
|
|
|
Year Ended December 31,
|
|||||||||||
(dollars in thousands except per share data)
|
2017
|
2016
|
|
Change $
|
Change %
|
|||||||
Net income
|
$
|
49,153
|
|
$
|
65,444
|
|
|
$
|
(16,291
|
)
|
(24.9
|
)%
|
Adjustments:
|
|
|
|
|
|
|||||||
Loss (gain) on extinguishment of debt
(1)
|
12,458
|
|
(6,991
|
)
|
|
|
|
|||||
Restructuring costs
(2)
|
7,393
|
|
3,618
|
|
|
|
|
|||||
Legal settlement costs
(3)
|
4,311
|
|
—
|
|
|
|
|
|||||
Transaction-related costs
(4)
|
5,573
|
|
329
|
|
|
|
|
|||||
Share-based cash and non-cash compensation
(5)
|
10,446
|
|
1,148
|
|
|
|
|
|||||
Intangible asset amortization
|
2,502
|
|
3,492
|
|
|
|
|
|||||
Impact of tax law changes
(6)
|
4,635
|
|
—
|
|
|
|
|
|||||
Cumulative tax effect of adjustments
|
(17,397
|
)
|
(629
|
)
|
|
|
|
|||||
Adjusted Net Income
|
$
|
79,074
|
|
$
|
66,411
|
|
|
$
|
12,663
|
|
19.1
|
%
|
|
|
|
|
|
|
|||||||
Net income
|
$
|
49,153
|
|
$
|
65,444
|
|
|
|
|
|||
Diluted Weighted Average Shares Outstanding
|
39,277
|
|
38,803
|
|
|
|
|
|||||
Diluted Earnings per Share
|
$
|
1.25
|
|
$
|
1.69
|
|
|
$
|
(0.44
|
)
|
(26.0
|
)%
|
Per Share impact of adjustments to Net Income
|
0.76
|
|
0.02
|
|
|
|
|
|||||
Adjusted Diluted Earnings per Share
|
$
|
2.01
|
|
$
|
1.71
|
|
|
$
|
0.30
|
|
17.5
|
%
|
# Change greater than 100% or not meaningful.
|
|
|
|
|
|
|
Year Ended December 31,
|
|||||||||||
(dollars in thousands)
|
2017
|
2016
|
|
Change $
|
Change %
|
|||||||
Net income
|
$
|
49,153
|
|
$
|
65,444
|
|
|
$
|
(16,291
|
)
|
(24.9
|
)%
|
Provision for income taxes
|
42,576
|
|
42,577
|
|
|
(1
|
)
|
—
|
%
|
|||
Interest expense
|
82,684
|
|
64,334
|
|
|
18,350
|
|
28.5
|
%
|
|||
Depreciation and amortization
|
18,837
|
|
18,905
|
|
|
(68
|
)
|
(0.4
|
)%
|
|||
EBITDA
|
193,250
|
|
191,260
|
|
|
1,990
|
|
1.0
|
%
|
|||
Loss (gain) on extinguishment of debt
(1)
|
12,458
|
|
(6,991
|
)
|
|
|
|
|||||
Restructuring costs
(2)
|
7,393
|
|
3,618
|
|
|
|
|
|||||
Legal settlement costs
(3)
|
4,311
|
|
—
|
|
|
|
|
|||||
Transaction related costs
(4)
|
5,573
|
|
329
|
|
|
|
|
|||||
Share-based cash and non-cash compensation
(5)
|
10,446
|
|
1,148
|
|
|
|
|
|||||
Other adjustments
(7)
|
(1,216
|
)
|
(3
|
)
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
232,215
|
|
$
|
189,361
|
|
|
$
|
42,854
|
|
22.6
|
%
|
Adjusted EBITDA Margin
|
24.1
|
%
|
22.9
|
%
|
|
|
|
|||||
(1) For the year ended December 31, 2017, the $12.5 million loss from extinguishment of debt was due to the redemption of CURO Intermediate's 10.75% Senior Secured Notes due 2018 and our 12.00% Senior Cash Pay Notes due 2017. For the year ended December 31, 2016, the $7.0 million gain resulted from the purchase of CURO Intermediate Holdings' 10.75% Senior Secured Notes in September 2016.
|
||||||||||||
(2) Restructuring costs of $7.4 million for the year ended December 31, 2017 were due to the closure of the remaining 13 U.K. stores. Restructuring costs of $3.6 million for the year ended December 31, 2016 primarily represented the elimination of certain corporate positions in our Canadian headquarters and the costs incurred related to the closure of six underperforming stores in Texas.
|
||||||||||||
(3) Legal settlements of $4.3 million for the year ended December 31, 2017 includes $2.3 million for the settlement of the Harrison, et al v. Principal Investment, Inc. et al., and $2.0 million for our offer to reimburse certain bank overdraft or non-sufficient funds fees because of possible borrower confusion about certain electronic payments we initiated on their loans. See litigation discussion in
Note 17, "Contingent Liabilities"
in the Notes to the Consolidated Financial Statements for further detail.
|
||||||||||||
(4) Transaction-related costs include professional fees paid in connection with certain potential and actual transactions.
|
||||||||||||
(5) We approved the adoption of a share-based compensation plan during 2010 for key members of our senior management team. The estimated fair value of share-based awards is recognized as non-cash compensation expense on a straight-line basis over the vesting period. During the second and third quarters of 2017, option holders were paid a bonus in conjunction with the dividend paid during the respective quarter based on vested options as of the dividend date. The remaining bonus will be paid over the vesting period of the unvested stock options.
|
||||||||||||
(6) As a result of the Tax Cuts and Jobs Act of 2017 (the "2017 Tax Act"), we revalued our deferred tax assets and deferred tax liabilities to reflect expected value at utilization, resulting in a $3.5 million net tax benefit. In addition, in accordance with this law, we recognized an $8.1 million tax expense related to the tax now assessed on unrepatriated earnings from our Canada operations.
|
||||||||||||
(7) Other adjustments include deferred rent and the foreign exchange translation impact of intercompany accounts. Deferred rent represents the non-cash component of rent expense. Rent expense is recognized ratably on a straight-line basis over the lease term.
|
U.S. Segment Results
|
Year Ended December 31,
|
|||||||||||
(dollars in thousands)
|
2017
|
2016
|
|
Change $
|
Change %
|
|||||||
Revenue
|
$
|
737,729
|
|
$
|
606,798
|
|
|
$
|
130,931
|
|
21.6
|
%
|
Provision for losses
|
267,491
|
|
207,748
|
|
|
59,743
|
|
28.8
|
%
|
|||
Net revenue
|
470,238
|
|
399,050
|
|
|
71,188
|
|
17.8
|
%
|
|||
Advertising costs
|
36,148
|
|
30,340
|
|
|
5,808
|
|
19.1
|
%
|
|||
Non-advertising costs of providing services
|
166,875
|
|
164,382
|
|
|
2,493
|
|
1.5
|
%
|
|||
Total cost of providing services
|
203,023
|
|
194,722
|
|
|
8,301
|
|
4.3
|
%
|
|||
Gross margin
|
267,215
|
|
204,328
|
|
|
62,887
|
|
30.8
|
%
|
|||
Corporate, district and other
|
120,803
|
|
88,539
|
|
|
32,264
|
|
36.4
|
%
|
|||
Interest expense
|
82,495
|
|
64,276
|
|
|
18,219
|
|
28.3
|
%
|
|||
Loss (gain) on extinguishment of debt
|
12,458
|
|
(6,991
|
)
|
|
19,449
|
|
#
|
|
|||
Restructuring and other costs
|
—
|
|
1,726
|
|
|
(1,726
|
)
|
#
|
|
|||
Total operating expense
|
215,756
|
|
147,550
|
|
|
68,206
|
|
46.2
|
%
|
|||
Segment operating income
|
51,459
|
|
56,778
|
|
|
(5,319
|
)
|
(9.4
|
)%
|
|||
Interest expense
|
82,495
|
|
64,276
|
|
|
18,219
|
|
28.3
|
%
|
|||
Depreciation and amortization
|
13,643
|
|
13,196
|
|
|
447
|
|
3.4
|
%
|
|||
EBITDA
|
147,597
|
|
134,250
|
|
|
13,347
|
|
9.9
|
%
|
|||
Loss (gain) on extinguishment of debt
|
12,458
|
|
(6,991
|
)
|
|
19,449
|
|
|
|
|||
Restructuring and other costs
|
—
|
|
1,726
|
|
|
(1,726
|
)
|
|
|
|||
Legal settlement cost
|
4,311
|
|
—
|
|
|
|
|
|||||
Other adjustments
|
(110
|
)
|
128
|
|
|
(238
|
)
|
|
||||
Transaction-related costs
|
5,573
|
|
329
|
|
|
5,244
|
|
|
||||
Share-based cash and non-cash compensation
|
10,290
|
|
1,148
|
|
|
9,142
|
|
|
||||
Adjusted EBITDA
|
$
|
180,119
|
|
$
|
130,590
|
|
|
$
|
49,529
|
|
37.9
|
%
|
# Change greater than 100% or not meaningful.
|
|
|
|
|
|
Canada Segment Results
|
Year Ended December 31,
|
|||||||||||
(dollars in thousands)
|
2017
|
2016
|
|
Change $
|
Change %
|
|||||||
Revenue
|
$
|
186,408
|
|
$
|
188,078
|
|
|
$
|
(1,670
|
)
|
(0.9
|
)%
|
Provision for losses
|
45,075
|
|
39,917
|
|
|
5,158
|
|
12.9
|
%
|
|||
Net revenue
|
141,333
|
|
148,161
|
|
|
(6,828
|
)
|
(4.6
|
)%
|
|||
Advertising costs
|
10,415
|
|
8,695
|
|
|
1,720
|
|
19.8
|
%
|
|||
Non-advertising costs of providing services
|
62,968
|
|
60,827
|
|
|
2,141
|
|
3.5
|
%
|
|||
Total cost of providing services
|
73,383
|
|
69,522
|
|
|
3,861
|
|
5.6
|
%
|
|||
Gross margin
|
67,950
|
|
78,639
|
|
|
(10,689
|
)
|
(13.6
|
)%
|
|||
Corporate, district and other
|
16,952
|
|
17,174
|
|
|
(222
|
)
|
(1.3
|
)%
|
|||
Interest expense
|
201
|
|
85
|
|
|
116
|
|
#
|
|
|||
Restructuring and other costs
|
—
|
|
898
|
|
|
(898
|
)
|
#
|
|
|||
Total operating expense
|
17,153
|
|
18,157
|
|
|
(1,004
|
)
|
(5.5
|
)%
|
|||
Segment operating income
|
50,797
|
|
60,482
|
|
|
(9,685
|
)
|
(16.0
|
)%
|
|||
Interest expense
|
201
|
|
85
|
|
|
116
|
|
#
|
|
|||
Depreciation and amortization
|
4,546
|
|
4,827
|
|
|
(281
|
)
|
(5.8
|
)%
|
|||
EBITDA
|
55,544
|
|
65,394
|
|
|
(9,850
|
)
|
(15.1
|
)%
|
|||
Restructuring and other costs
|
—
|
|
898
|
|
|
(898
|
)
|
|
||||
Share-based cash and non-cash compensation
|
156
|
|
—
|
|
|
156
|
|
|
||||
Other adjustments
|
(1,071
|
)
|
(373
|
)
|
|
(698
|
)
|
|
||||
Adjusted EBITDA
|
$
|
54,629
|
|
$
|
65,919
|
|
|
$
|
(11,290
|
)
|
(17.1
|
)%
|
# Change greater than 100% or not meaningful.
|
U.K. Segment Results
|
Year Ended December 31,
|
|||||||||||
(dollars in thousands)
|
2017
|
2016
|
|
Change $
|
Change %
|
|||||||
Revenue
|
$
|
39,496
|
|
$
|
33,720
|
|
|
$
|
5,776
|
|
17.1
|
%
|
Provision for losses
|
13,660
|
|
10,624
|
|
|
3,036
|
|
28.6
|
%
|
|||
Net revenue
|
25,836
|
|
23,096
|
|
|
2,740
|
|
11.9
|
%
|
|||
Advertising costs
|
5,495
|
|
4,886
|
|
|
609
|
|
12.5
|
%
|
|||
Non-advertising costs of providing services
|
6,269
|
|
7,921
|
|
|
(1,652
|
)
|
(20.9
|
)%
|
|||
Total cost of providing services
|
11,764
|
|
12,807
|
|
|
(1,043
|
)
|
(8.1
|
)%
|
|||
Gross margin
|
14,072
|
|
10,289
|
|
|
3,783
|
|
36.8
|
%
|
|||
Corporate, district and other
|
17,218
|
|
18,561
|
|
|
(1,343
|
)
|
(7.2
|
)%
|
|||
Interest income
|
(12
|
)
|
(27
|
)
|
|
15
|
|
(55.6
|
)%
|
|||
Restructuring and other costs
|
7,393
|
|
994
|
|
|
6,399
|
|
#
|
|
|||
Total operating expense
|
24,599
|
|
19,528
|
|
|
5,071
|
|
26.0
|
%
|
|||
Segment operating loss
|
(10,527
|
)
|
(9,239
|
)
|
|
(1,288
|
)
|
13.9
|
%
|
|||
Interest income
|
(12
|
)
|
(27
|
)
|
|
15
|
|
(55.6
|
)%
|
|||
Depreciation and amortization
|
648
|
|
882
|
|
|
(234
|
)
|
(26.5
|
)%
|
|||
EBITDA
|
(9,891
|
)
|
(8,384
|
)
|
|
(1,507
|
)
|
18.0
|
%
|
|||
Other adjustments
|
(35
|
)
|
242
|
|
|
(277
|
)
|
|
||||
Restructuring and other costs
|
7,393
|
|
994
|
|
|
6,399
|
|
|
||||
Adjusted EBITDA
|
$
|
(2,533
|
)
|
$
|
(7,148
|
)
|
|
$
|
4,615
|
|
64.6
|
%
|
# Change greater than 100% or not meaningful
|
|
|
|
|
|
•
|
213
U.S. locations: Texas (
90
), California (
36
), Nevada (
18
), Arizona (
13
), Tennessee (
11
), Kansas (
10
), Illinois (
8
), Alabama (
7
), Missouri (
5
), Louisiana (
5
), Colorado (
3
), Oregon (
3
), Washington (
2
), and Mississippi (
2
)
|
•
|
200
Canadian locations: Ontario (
131
), Alberta (
27
), British Columbia (
26
), Saskatchewan (
6
), Nova Scotia (
5
), Manitoba (
4
), and New Brunswick (
1
)
|
|
Average Exchange Rates
Year Ended December 31, |
|
Change
|
|||||||||
|
2018
|
2017
|
|
$
|
%
|
|||||||
Canadian Dollar
|
$
|
0.7720
|
|
$
|
0.7710
|
|
|
|
$0.0010
|
|
0.1
|
%
|
British Pound Sterling
|
$
|
1.3355
|
|
$
|
1.2884
|
|
|
|
$0.0471
|
|
3.7
|
%
|
|
Average Exchange Rates
Year Ended December 31, |
|
Change
|
|||||||||
|
2017
|
2016
|
|
$
|
%
|
|||||||
Canadian Dollar
|
$
|
0.7710
|
|
$
|
0.7551
|
|
|
|
$0.0159
|
|
2.1
|
%
|
British Pound Sterling
|
$
|
1.2884
|
|
$
|
1.3552
|
|
|
|
($0.0668
|
)
|
(4.9
|
)%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
(dollars in thousands)
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues – constant currency basis:
|
|
|
|
|
|
|
|
|||||||
Canada
|
$
|
182,295
|
|
|
$
|
188,078
|
|
|
$
|
(5,783
|
)
|
|
(3.1
|
)%
|
United Kingdom
|
41,486
|
|
|
33,720
|
|
|
7,766
|
|
|
23.0
|
%
|
|||
Gross margin - constant currency basis:
|
|
|
|
|
|
|
|
|||||||
Canada
|
$
|
66,456
|
|
|
$
|
78,639
|
|
|
$
|
(12,183
|
)
|
|
(15.5
|
)%
|
United Kingdom
|
14,788
|
|
|
10,289
|
|
|
4,499
|
|
|
43.7
|
%
|
|
December 31,
|
||||||
(dollars in thousands)
|
2018
|
|
2017
|
||||
8.25% Senior Secured Notes (due 2025)
|
$
|
676,661
|
|
|
$
|
—
|
|
12.00% Senior Secured Notes (due 2022)
|
—
|
|
|
585,823
|
|
||
Non-Recourse U.S. SPV Facility
|
—
|
|
|
120,402
|
|
||
Non-Recourse Revolving Canada SPV Facility
|
107,479
|
|
|
—
|
|
||
Senior Revolver
|
20,000
|
|
|
—
|
|
||
Cash Money Revolving Credit Facility
|
—
|
|
|
—
|
|
||
Long-term debt
|
$
|
804,140
|
|
|
$
|
706,225
|
|
|
Year Ended December 31,
|
||||||||
(dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Net cash provided by operating activities
|
$
|
534,464
|
|
$
|
434,904
|
|
$
|
329,359
|
|
Net cash used in investing activities
|
(620,845
|
)
|
(432,851
|
)
|
(297,673
|
)
|
|||
Net cash provided by (used in) financing activities
|
19,092
|
|
(36,691
|
)
|
59,382
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
||||
Cash
|
$
|
71,034
|
|
|
$
|
162,374
|
|
Restricted cash (includes restricted cash of consolidated VIEs of $12,840 and $6,871 as of December 31, 2018 and 2017, respectively)
|
28,823
|
|
|
12,117
|
|
||
Gross loans receivable (includes loans of consolidated VIEs of $148,876 and $213,846 as of December 31, 2018 and 2017, respectively)
|
596,787
|
|
|
432,837
|
|
||
Less: allowance for loan losses (includes allowance for losses of consolidated VIEs of $12,688 and $46,140 as of December 31, 2018 and 2017, respectively)
|
(79,384
|
)
|
|
(69,568
|
)
|
||
Loans receivable, net
|
517,403
|
|
|
363,269
|
|
||
Deferred income taxes
|
1,534
|
|
|
772
|
|
||
Income taxes receivable
|
16,741
|
|
|
3,455
|
|
||
Prepaid expenses and other
|
45,070
|
|
|
42,512
|
|
||
Property and equipment, net
|
76,750
|
|
|
87,086
|
|
||
Goodwill
|
119,281
|
|
|
145,607
|
|
||
Other intangibles, net of accumulated amortization and impairment charges of $34,576 and $41,156
|
29,784
|
|
|
32,769
|
|
||
Other
|
13,197
|
|
|
9,770
|
|
||
Total Assets
|
$
|
919,617
|
|
|
$
|
859,731
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
57,282
|
|
|
$
|
55,792
|
|
Deferred revenue
|
9,663
|
|
|
11,984
|
|
||
Income taxes payable
|
1,579
|
|
|
4,120
|
|
||
Accrued interest (includes accrued interest of consolidated VIEs of $831 and $1,266 as of December 31, 2018 and 2017, respectively)
|
20,899
|
|
|
25,467
|
|
||
Liability for losses on CSO lender-owned consumer loans
|
12,007
|
|
|
17,795
|
|
||
Deferred rent
|
11,000
|
|
|
11,577
|
|
||
Long-term debt (includes long-term debt and issuance costs of consolidated VIEs of $111,335 and $3,856 and $124,590 and $4,188 as of December 31, 2018 and 2017, respectively)
|
804,140
|
|
|
706,225
|
|
||
Subordinated stockholder debt
|
2,196
|
|
|
2,381
|
|
||
Other long-term liabilities
|
6,222
|
|
|
5,768
|
|
||
Deferred tax liabilities
|
13,730
|
|
|
11,486
|
|
||
Total Liabilities
|
938,718
|
|
|
852,595
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
|
|
||
Stockholders' Equity
|
|
|
|
|
|
||
Preferred stock - $0.001 par value; 25,000,000 and no shares authorized, respectively, and no shares were issued at either period end
|
—
|
|
|
—
|
|
||
Common stock - $0.001 par value; 225,000,000 and 72,000,000 shares authorized, and 46,412,231 and 44,561,419 issued and outstanding at the respective period end
|
9
|
|
|
8
|
|
||
Dividends in excess of paid-in capital
|
60,015
|
|
|
46,079
|
|
||
(Accumulated deficit) retained earnings
|
(18,065
|
)
|
|
3,988
|
|
||
Accumulated other comprehensive loss
|
(61,060
|
)
|
|
(42,939
|
)
|
||
Total Stockholders' Equity
|
(19,101
|
)
|
|
7,136
|
|
||
Total Liabilities and Stockholders' Equity
|
$
|
919,617
|
|
|
$
|
859,731
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
$
|
1,094,311
|
|
|
$
|
963,633
|
|
|
$
|
828,596
|
|
Provision for losses
|
443,232
|
|
|
326,226
|
|
|
258,289
|
|
|||
Net revenue
|
651,079
|
|
|
637,407
|
|
|
570,307
|
|
|||
|
|
|
|
|
|
||||||
Cost of providing services
|
|
|
|
|
|
||||||
Salaries and benefits
|
106,753
|
|
|
105,196
|
|
|
104,541
|
|
|||
Occupancy
|
53,684
|
|
|
54,612
|
|
|
54,509
|
|
|||
Office
|
28,422
|
|
|
21,402
|
|
|
20,463
|
|
|||
Other costs of providing services
|
52,990
|
|
|
54,902
|
|
|
53,617
|
|
|||
Advertising
|
68,333
|
|
|
52,058
|
|
|
43,921
|
|
|||
Total cost of providing services
|
310,182
|
|
|
288,170
|
|
|
277,051
|
|
|||
Gross margin
|
340,897
|
|
|
349,237
|
|
|
293,256
|
|
|||
|
|
|
|
|
|
||||||
Operating (income) expense
|
|
|
|
|
|
||||||
Corporate, district and other
|
158,955
|
|
|
154,973
|
|
|
124,274
|
|
|||
Interest expense
|
84,356
|
|
|
82,684
|
|
|
64,334
|
|
|||
Loss (gain) on extinguishment of debt
|
90,569
|
|
|
12,458
|
|
|
(6,991
|
)
|
|||
Restructuring costs
|
—
|
|
|
7,393
|
|
|
3,618
|
|
|||
Goodwill impairment charges
|
22,496
|
|
|
—
|
|
|
—
|
|
|||
Impairment charges on intangible assets and property and equipment
|
5,085
|
|
|
—
|
|
|
—
|
|
|||
Total operating expense
|
361,461
|
|
|
257,508
|
|
|
185,235
|
|
|||
Net (loss) income before income taxes
|
(20,564
|
)
|
|
91,729
|
|
|
108,021
|
|
|||
Provision for income taxes
|
1,489
|
|
|
42,576
|
|
|
42,577
|
|
|||
Net (loss) income
|
$
|
(22,053
|
)
|
|
$
|
49,153
|
|
|
$
|
65,444
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
45,815
|
|
|
38,351
|
|
|
37,908
|
|
|||
Diluted
|
45,815
|
|
|
39,277
|
|
|
38,803
|
|
|||
Net income per common share:
|
|
|
|
|
|
||||||
Basic (loss) earnings per share
|
$
|
(0.48
|
)
|
|
$
|
1.28
|
|
|
$
|
1.73
|
|
Diluted (loss) earnings per share
|
$
|
(0.48
|
)
|
|
$
|
1.25
|
|
|
$
|
1.69
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net (loss) income
|
$
|
(22,053
|
)
|
|
$
|
49,153
|
|
|
$
|
65,444
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||
Cash flow hedges, net of $0 tax in all periods
|
—
|
|
|
333
|
|
|
(333
|
)
|
|||
Foreign currency translation adjustment, net of $0 tax in all periods
|
(18,121
|
)
|
|
16,713
|
|
|
(6,022
|
)
|
|||
Other comprehensive (loss) income
|
(18,121
|
)
|
|
17,046
|
|
|
(6,355
|
)
|
|||
Comprehensive (loss) income
|
$
|
(40,174
|
)
|
|
$
|
66,199
|
|
|
$
|
59,089
|
|
|
Common Stock
|
|
Paid-in capital
|
|
Retained Earnings (Deficit)
|
|
AOCI
(1)
|
|
Total Stockholders' Equity
|
|||||||||||||
|
Shares Outstanding
|
|
Par Value
|
|
|
|
|
|||||||||||||||
Balances at December 31, 2015
|
37,894,752
|
|
|
$
|
1
|
|
|
$
|
(37,144
|
)
|
|
$
|
71,391
|
|
|
$
|
(53,630
|
)
|
|
$
|
(19,382
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
65,444
|
|
|
|
|
|
65,444
|
|
|||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,022
|
)
|
|
(6,022
|
)
|
|||||
Cash flow hedge
|
|
|
|
|
|
|
|
|
|
|
|
|
(333
|
)
|
|
(333
|
)
|
|||||
Share based compensation expense
|
|
|
|
|
|
|
1,148
|
|
|
|
|
|
|
|
|
1,148
|
|
|||||
Balances at December 31, 2016
|
37,894,752
|
|
|
1
|
|
|
(35,996
|
)
|
|
136,835
|
|
|
(59,985
|
)
|
|
40,855
|
|
|||||
Net income
|
|
|
|
|
|
|
49,153
|
|
|
|
|
49,153
|
|
|||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
16,713
|
|
|
16,713
|
|
|||||||||
Cash flow hedge expiration
|
|
|
|
|
|
|
|
|
333
|
|
|
333
|
|
|||||||||
Initial Public Offering, Net Proceeds
|
6,666,667
|
|
|
7
|
|
|
81,110
|
|
|
|
|
|
|
81,117
|
|
|||||||
Dividends
|
|
|
|
|
|
|
(182,000
|
)
|
|
|
|
(182,000
|
)
|
|||||||||
Share based compensation expense
|
|
|
|
|
965
|
|
|
|
|
|
|
965
|
|
|||||||||
Balances at December 31, 2017
|
44,561,419
|
|
|
8
|
|
|
46,079
|
|
|
3,988
|
|
|
(42,939
|
)
|
|
7,136
|
|
|||||
Net income
|
|
|
|
|
|
|
(22,053
|
)
|
|
|
|
(22,053
|
)
|
|||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
(18,121
|
)
|
|
(18,121
|
)
|
|||||||||
Share based compensation expense
|
|
|
|
|
8,210
|
|
|
|
|
|
|
8,210
|
|
|||||||||
Proceeds from exercise of stock options
|
500,924
|
|
|
|
|
559
|
|
|
|
|
|
|
559
|
|
||||||||
Common stock issued for RSU's vesting, net of shares withheld and withholding paid for employee taxes
|
349,888
|
|
|
|
|
(1,942
|
)
|
|
|
|
|
|
(1,942
|
)
|
||||||||
Initial Public Offering, Net Proceeds (underwriter shares)
|
1,000,000
|
|
|
1
|
|
|
7,109
|
|
|
|
|
|
|
7,110
|
|
|||||||
Balances at December 31, 2018
|
46,412,231
|
|
|
$
|
9
|
|
|
$
|
60,015
|
|
|
$
|
(18,065
|
)
|
|
$
|
(61,060
|
)
|
|
$
|
(19,101
|
)
|
(1)
Accumulated other comprehensive income (loss)
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
2017
|
|
2016
|
|||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(22,053
|
)
|
|
$
|
49,153
|
|
|
$
|
65,444
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
18,838
|
|
|
18,837
|
|
|
18,905
|
|
|||
Provision for loan losses
|
443,232
|
|
|
326,226
|
|
|
258,289
|
|
|||
Goodwill impairment charges
|
22,496
|
|
|
—
|
|
|
—
|
|
|||
Impairment on intangible assets and property and equipment
|
5,085
|
|
|
—
|
|
|
—
|
|
|||
Restructuring costs
|
—
|
|
|
3,161
|
|
|
523
|
|
|||
Amortization of debt issuance costs
|
4,146
|
|
|
3,329
|
|
|
3,289
|
|
|||
Amortization of bond (premium)/discount
|
(488
|
)
|
|
1,225
|
|
|
(1,541
|
)
|
|||
Deferred income taxes
|
1,508
|
|
|
9,036
|
|
|
(680
|
)
|
|||
Loss on disposal of property and equipment
|
940
|
|
|
2,278
|
|
|
217
|
|
|||
Loss (gain) on extinguishment of debt
|
90,569
|
|
|
12,458
|
|
|
(6,991
|
)
|
|||
Increase in cash surrender value of life insurance
|
(2,563
|
)
|
|
(1,308
|
)
|
|
(918
|
)
|
|||
Share-based compensation expense
|
8,210
|
|
|
965
|
|
|
1,148
|
|
|||
Realized loss on cash flow hedge
|
556
|
|
|
333
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Fees and service charges on loans receivables
|
(11,975
|
)
|
|
(17,964
|
)
|
|
(6,180
|
)
|
|||
Prepaid expenses and other assets
|
(3,007
|
)
|
|
(3,264
|
)
|
|
(5,733
|
)
|
|||
Accounts payable and accrued liabilities
|
(2,999
|
)
|
|
8,896
|
|
|
2,010
|
|
|||
Deferred revenue
|
(1,979
|
)
|
|
(752
|
)
|
|
(2,080
|
)
|
|||
Income taxes payable
|
1,636
|
|
|
1,213
|
|
|
6,852
|
|
|||
Income taxes receivable
|
(13,286
|
)
|
|
3,486
|
|
|
(7,154
|
)
|
|||
Other assets and liabilities
|
(4,402
|
)
|
|
17,596
|
|
|
3,959
|
|
|||
Net cash provided by operating activities
|
534,464
|
|
|
434,904
|
|
|
329,359
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchase of property, equipment and software
|
(14,265
|
)
|
|
(9,757
|
)
|
|
(16,026
|
)
|
|||
Loans receivable originated or acquired
|
(2,234,670
|
)
|
|
(2,153,160
|
)
|
|
(1,985,465
|
)
|
|||
Loans receivable repaid
|
1,629,048
|
|
|
1,735,666
|
|
|
1,703,818
|
|
|||
Cash paid for Cognical Holdings preferred shares
|
(958
|
)
|
|
(5,600
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(620,845
|
)
|
|
(432,851
|
)
|
|
(297,673
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Payments on 10.75% Senior Secured Notes
|
—
|
|
|
(426,034
|
)
|
|
(18,939
|
)
|
|||
Payments on 12.00% Senior Cash Pay Notes
|
—
|
|
|
(125,000
|
)
|
|
—
|
|
|||
Proceeds from issuance of 12.00% Senior Secured Notes
|
—
|
|
|
601,054
|
|
|
—
|
|
|||
Payments on 12.00% Senior Secured Notes
|
(605,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from Non-Recourse U.S. SPV facility and ABL facility
|
17,000
|
|
|
60,130
|
|
|
91,717
|
|
|||
Payments on Non-Recourse U.S. SPV facility and ABL facility
|
(141,590
|
)
|
|
(27,257
|
)
|
|
—
|
|
|||
Proceeds from Non-Recourse Canada SPV facility
|
117,157
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from 8.25% Senior Secured Notes
|
690,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from credit facilities
|
131,902
|
|
|
43,084
|
|
|
30,000
|
|
|||
Payments on credit facilities
|
(111,902
|
)
|
|
(43,084
|
)
|
|
(38,050
|
)
|
|||
Debt issuance costs paid
|
(18,609
|
)
|
|
(18,701
|
)
|
|
(5,346
|
)
|
|||
Payments of call premiums from early debt extinguishments
|
(69,650
|
)
|
|
—
|
|
|
—
|
|
|||
Net proceeds from issuance of common stock
|
11,167
|
|
|
81,117
|
|
|
—
|
|
Payments to net share settle restricted stock units vesting
|
(1,942
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
559
|
|
|
—
|
|
|
—
|
|
|||
Dividends paid to stockholders
|
—
|
|
|
(182,000
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
19,092
|
|
|
(36,691
|
)
|
|
59,382
|
|
|||
Effect of exchange rate changes on cash and restricted cash
|
(7,345
|
)
|
|
7,776
|
|
|
(2,039
|
)
|
|||
Net (decrease) increase in cash and restricted cash
|
(74,634
|
)
|
|
(26,862
|
)
|
|
89,029
|
|
|||
Cash and restricted cash at beginning of period
|
174,491
|
|
|
201,353
|
|
|
112,324
|
|
|||
Cash and restricted cash at end of period
|
$
|
99,857
|
|
|
$
|
174,491
|
|
|
$
|
201,353
|
|
|
|
Year Ended December 31,
|
||||||
(dollars in thousands)
|
|
2017
|
|
2016
|
||||
As Reported:
|
|
|
|
|
||||
Net cash provided by operating activities
|
|
$
|
17,410
|
|
|
$
|
47,712
|
|
Net cash used in investing activities
|
|
(15,357
|
)
|
|
(16,026
|
)
|
||
|
|
|
|
|
||||
As Corrected:
|
|
|
|
|
||||
Net cash provided by operating activities
|
|
434,904
|
|
|
329,359
|
|
||
Net cash used in investing activities
|
|
(432,851
|
)
|
|
(297,673
|
)
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Cash
|
$
|
71,034
|
|
|
$
|
162,374
|
|
Restricted cash
|
28,823
|
|
|
12,117
|
|
||
Total cash and restricted cash
|
$
|
99,857
|
|
|
$
|
174,491
|
|
|
December 31
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Foreign currency translation adjustment
|
$
|
(61,060
|
)
|
|
$
|
(42,939
|
)
|
Cash flow hedge
|
—
|
|
|
—
|
|
||
Total
|
$
|
(61,060
|
)
|
|
$
|
(42,939
|
)
|
•
|
In December 2016, ASU No. 2016-20,
Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers
|
•
|
In May 2016, ASU No. 2016-12 ,
Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients
|
•
|
In April 2016, ASU No. 2016-10,
Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing
|
•
|
In March 2016, ASU No. 2016-08,
Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)
.
|
•
|
In August 2015, ASU No. 2015-14,
Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date
|
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Settlements and collateral due from third-party lenders (Note 1)
|
$
|
17,205
|
|
|
$
|
17,943
|
|
Fees receivable for third-party loans
|
13,771
|
|
|
15,059
|
|
||
Prepaid expenses
|
7,926
|
|
|
6,728
|
|
||
Other assets
|
6,168
|
|
|
2,782
|
|
||
Total
|
$
|
45,070
|
|
|
$
|
42,512
|
|
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Leasehold improvements
|
$
|
126,903
|
|
|
$
|
126,897
|
|
Furniture, fixtures and equipment
|
34,896
|
|
|
36,488
|
|
||
Property and equipment, gross
|
161,799
|
|
|
163,385
|
|
||
Accumulated depreciation
|
(85,049
|
)
|
|
(76,299
|
)
|
||
Property and equipment, net
|
$
|
76,750
|
|
|
$
|
87,086
|
|
(in thousands)
|
U.S.
|
|
U.K.
|
|
Canada
|
|
Total
|
||||||||
Goodwill at December 31, 2016
|
$
|
91,131
|
|
|
$
|
21,882
|
|
|
$
|
28,541
|
|
|
$
|
141,554
|
|
Foreign currency translation - 2017
|
—
|
|
|
2,078
|
|
|
1,975
|
|
|
4,053
|
|
||||
Goodwill at December 31, 2017
|
91,131
|
|
|
23,960
|
|
|
30,516
|
|
|
145,607
|
|
||||
Foreign currency translation - 2018
|
—
|
|
|
(1,464
|
)
|
|
(2,366
|
)
|
|
(3,830
|
)
|
||||
Goodwill Impairment Charge - 2018
|
—
|
|
|
(22,496
|
)
|
|
—
|
|
|
(22,496
|
)
|
||||
Goodwill at December 31, 2018
|
$
|
91,131
|
|
|
$
|
—
|
|
|
$
|
28,150
|
|
|
$
|
119,281
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
(dollars in thousands)
|
Weighted-Average Remaining Life (Years)
|
|
Gross
Carrying
Amount
(1)
|
|
Accumulated
Amortization
(1)
|
|
Gross
Carrying
Amount
(1)
|
|
Accumulated
Amortization
(1)
|
||||||||
Trade name
|
7.2
|
|
$
|
21,370
|
|
|
$
|
(6
|
)
|
|
$
|
26,872
|
|
|
$
|
(20
|
)
|
Customer relationships
|
0.3
|
|
18,299
|
|
|
(17,643
|
)
|
|
27,823
|
|
|
(26,137
|
)
|
||||
Computer software
|
10.0
|
|
24,031
|
|
|
(16,267
|
)
|
|
19,230
|
|
|
(14,999
|
)
|
||||
Balance, end of year
|
|
|
$
|
63,700
|
|
|
$
|
(33,916
|
)
|
|
$
|
73,925
|
|
|
$
|
(41,156
|
)
|
(1) Represents only assets that have not been fully amortized.
|
(in thousands)
|
December 31, 2018
(1)
|
|
December 31, 2017
(1)
|
||||
Assets
|
|
|
|
||||
Restricted cash
|
$
|
12,840
|
|
|
$
|
6,871
|
|
Loans receivable less allowance for loan losses
|
136,187
|
|
|
167,706
|
|
||
Total Assets
|
$
|
149,027
|
|
|
$
|
174,577
|
|
Liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
4,980
|
|
|
$
|
12
|
|
Deferred revenue
|
40
|
|
|
—
|
|
||
Accrued interest
|
831
|
|
|
1,266
|
|
||
Long-term debt
|
107,479
|
|
|
120,402
|
|
||
Total Liabilities
|
$
|
113,330
|
|
|
$
|
121,680
|
|
(1) VIE balances as of December 31, 2018 reflect the Non-Recourse Canada SPV facility whereas December 31, 2017 balances reflect the Non-Recourse U.S. SPV facility.
|
|
Year Ended December 31,
|
||||||||
(in thousands)
|
2018
|
2017
|
2016
|
||||||
Unsecured Installment
|
$
|
561,721
|
|
$
|
480,243
|
|
$
|
330,713
|
|
Secured Installment
|
110,677
|
|
100,981
|
|
81,453
|
|
|||
Open-End
|
141,963
|
|
73,496
|
|
66,948
|
|
|||
Single-Pay
|
229,791
|
|
268,794
|
|
313,276
|
|
|||
Ancillary
|
50,159
|
|
40,119
|
|
36,206
|
|
|||
Total revenue
|
$
|
1,094,311
|
|
$
|
963,633
|
|
$
|
828,596
|
|
|
|
December 31, 2018
|
||||||||||||||
(in thousands)
|
|
Single-Pay
|
Unsecured Installment
|
Secured Installment
|
Open-End
|
Total
|
||||||||||
Current loans receivable
|
|
$
|
82,375
|
|
$
|
157,057
|
|
$
|
75,583
|
|
$
|
207,333
|
|
$
|
522,348
|
|
Delinquent loans receivable
|
|
—
|
|
57,050
|
|
17,389
|
|
—
|
|
74,439
|
|
|||||
Total loans receivable
|
|
82,375
|
|
214,107
|
|
92,972
|
|
207,333
|
|
596,787
|
|
|||||
Less: allowance for losses
|
|
(4,419
|
)
|
(42,873
|
)
|
(12,191
|
)
|
(19,901
|
)
|
(79,384
|
)
|
|||||
Loans receivable, net
|
|
$
|
77,956
|
|
$
|
171,234
|
|
$
|
80,781
|
|
$
|
187,432
|
|
$
|
517,403
|
|
|
|
December 31, 2018
|
||||||||
(in thousands)
|
|
Unsecured Installment
|
Secured Installment
|
Total
|
||||||
Delinquent loans receivable
|
|
|
|
|
||||||
0-30 days past-due
|
|
$
|
20,779
|
|
$
|
7,870
|
|
$
|
28,649
|
|
31-60 days past-due
|
|
17,120
|
|
4,725
|
|
21,845
|
|
|||
61-90 days past-due
|
|
19,151
|
|
4,794
|
|
23,945
|
|
|||
Total delinquent loans receivable
|
|
$
|
57,050
|
|
$
|
17,389
|
|
$
|
74,439
|
|
|
|
December 31, 2017
|
||||||||||||||
(in thousands)
|
|
Single-Pay
|
Unsecured Installment
|
Secured Installment
|
Open-End
|
Total
|
||||||||||
Current loans receivable
|
|
$
|
99,400
|
|
$
|
151,343
|
|
$
|
73,165
|
|
$
|
47,949
|
|
$
|
371,857
|
|
Delinquent loans receivable
|
|
—
|
|
44,963
|
|
16,017
|
|
—
|
|
60,980
|
|
|||||
Total loans receivable
|
|
99,400
|
|
196,306
|
|
89,182
|
|
47,949
|
|
432,837
|
|
|||||
Less: allowance for losses
|
|
(5,915
|
)
|
(43,755
|
)
|
(13,472
|
)
|
(6,426
|
)
|
(69,568
|
)
|
|||||
Loans receivable, net
|
|
$
|
93,485
|
|
$
|
152,551
|
|
$
|
75,710
|
|
$
|
41,523
|
|
$
|
363,269
|
|
|
|
December 31, 2017
|
||||||||
(in thousands)
|
|
Unsecured Installment
|
Secured Installment
|
Total
|
||||||
Delinquent loans receivable
|
|
|
|
|
||||||
0-30 days past-due
|
|
$
|
18,358
|
|
$
|
8,116
|
|
$
|
26,474
|
|
31-60 days past-due
|
|
12,836
|
|
3,628
|
|
16,464
|
|
|||
61-90 days past-due
|
|
13,769
|
|
4,273
|
|
18,042
|
|
|||
Total delinquent loans receivable
|
|
$
|
44,963
|
|
$
|
16,017
|
|
$
|
60,980
|
|
|
|
December 31, 2018
|
||||||||
(in thousands)
|
|
Unsecured Installment
|
Secured Installment
|
Total
|
||||||
Current loans receivable guaranteed by the Company
|
|
$
|
65,743
|
|
$
|
2,504
|
|
$
|
68,247
|
|
Delinquent loans receivable guaranteed by the Company
|
|
11,708
|
|
446
|
|
12,154
|
|
|||
Total loans receivable guaranteed by the Company
|
|
77,451
|
|
2,950
|
|
80,401
|
|
|||
Less: Liability for losses on CSO lender-owned consumer loans
|
|
(11,582
|
)
|
(425
|
)
|
(12,007
|
)
|
|||
Loans receivable guaranteed by the Company, net
|
|
$
|
65,869
|
|
$
|
2,525
|
|
$
|
68,394
|
|
|
|
December 31, 2018
|
||||||||
(in thousands)
|
|
Unsecured Installment
|
Secured Installment
|
Total
|
||||||
Delinquent loans receivable
|
|
|
|
|
||||||
0-30 days past-due
|
|
$
|
9,684
|
|
$
|
369
|
|
$
|
10,053
|
|
31-60 days past-due
|
|
1,255
|
|
48
|
|
1,303
|
|
|||
61-90 days past-due
|
|
769
|
|
29
|
|
798
|
|
|||
Total delinquent loans receivable
|
|
$
|
11,708
|
|
$
|
446
|
|
$
|
12,154
|
|
|
|
December 31, 2017
|
||||||||
(in thousands)
|
|
Unsecured Installment
|
Secured Installment
|
Total
|
||||||
Current loans receivable guaranteed by the Company
|
|
$
|
62,676
|
|
$
|
3,098
|
|
$
|
65,774
|
|
Delinquent loans receivable guaranteed by the Company
|
|
12,480
|
|
537
|
|
13,017
|
|
|||
Total loans receivable guaranteed by the Company
|
|
75,156
|
|
3,635
|
|
78,791
|
|
|||
Less: Liability for losses on CSO lender-owned consumer loans
|
|
(17,073
|
)
|
(722
|
)
|
(17,795
|
)
|
|||
Loans receivable guaranteed by the Company, net
|
|
$
|
58,083
|
|
$
|
2,913
|
|
$
|
60,996
|
|
|
|
December 31, 2017
|
||||||||
(in thousands)
|
|
Unsecured Installment
|
Secured Installment
|
Total
|
||||||
Delinquent loans receivable
|
|
|
|
|
||||||
0-30 days past-due
|
|
$
|
10,477
|
|
$
|
459
|
|
$
|
10,936
|
|
31-60 days past-due
|
|
1,364
|
|
41
|
|
1,405
|
|
|||
61-90 days past-due
|
|
639
|
|
37
|
|
676
|
|
|||
Total delinquent loans receivable
|
|
$
|
12,480
|
|
$
|
537
|
|
$
|
13,017
|
|
|
Year Ended December 31, 2018
|
|||||||||||||||||
(dollars in thousands)
|
Single-Pay
|
Unsecured Installment
|
Secured Installment
|
Open-End
|
Other
|
Total
|
||||||||||||
Balance, beginning of period
|
$
|
5,915
|
|
$
|
43,755
|
|
$
|
13,472
|
|
$
|
6,426
|
|
$
|
—
|
|
$
|
69,568
|
|
Charge-offs
|
(175,479
|
)
|
(163,203
|
)
|
(46,996
|
)
|
(113,150
|
)
|
(5,906
|
)
|
(504,734
|
)
|
||||||
Recoveries
|
122,138
|
|
24,201
|
|
10,041
|
|
41,457
|
|
3,603
|
|
201,440
|
|
||||||
Net charge-offs
|
(53,341
|
)
|
(139,002
|
)
|
(36,955
|
)
|
(71,693
|
)
|
(2,303
|
)
|
(303,294
|
)
|
||||||
Provision for losses
|
52,263
|
|
138,420
|
|
35,674
|
|
86,299
|
|
2,303
|
|
314,959
|
|
||||||
Effect of foreign currency translation
|
(418
|
)
|
(300
|
)
|
—
|
|
(1,131
|
)
|
—
|
|
(1,849
|
)
|
||||||
Balance, end of period
|
$
|
4,419
|
|
$
|
42,873
|
|
$
|
12,191
|
|
$
|
19,901
|
|
$
|
—
|
|
$
|
79,384
|
|
Allowance for loan losses as a percentage of gross loan receivables
|
5.4
|
%
|
20.0
|
%
|
13.1
|
%
|
9.6
|
%
|
N/A
|
|
13.3
|
%
|
|
Year Ended December 31, 2018
|
||||||||
(in thousands)
|
Unsecured Installment
|
Secured Installment
|
Total
|
||||||
Balance, beginning of period
|
$
|
17,073
|
|
$
|
722
|
|
$
|
17,795
|
|
Charge-offs
|
(165,266
|
)
|
(4,469
|
)
|
(169,735
|
)
|
|||
Recoveries
|
32,341
|
|
3,333
|
|
35,674
|
|
|||
Net charge-offs
|
(132,925
|
)
|
(1,136
|
)
|
(134,061
|
)
|
|||
Provision for losses
|
127,434
|
|
839
|
|
128,273
|
|
|||
Balance, end of period
|
$
|
11,582
|
|
$
|
425
|
|
$
|
12,007
|
|
|
Year Ended December 31, 2018
|
|||||||||||||||||
(in thousands)
|
Single-Pay
|
Unsecured Installment
|
Secured Installment
|
Open-End
|
Other
|
Total
|
||||||||||||
Balance, beginning of period
|
$
|
5,915
|
|
$
|
60,828
|
|
$
|
14,194
|
|
$
|
6,426
|
|
$
|
—
|
|
$
|
87,363
|
|
Charge-offs
|
(175,479
|
)
|
(328,469
|
)
|
(51,465
|
)
|
(113,150
|
)
|
(5,906
|
)
|
(674,469
|
)
|
||||||
Recoveries
|
122,138
|
|
56,542
|
|
13,374
|
|
41,457
|
|
3,603
|
|
237,114
|
|
||||||
Net charge-offs
|
(53,341
|
)
|
(271,927
|
)
|
(38,091
|
)
|
(71,693
|
)
|
(2,303
|
)
|
(437,355
|
)
|
||||||
Provision for losses
|
52,263
|
|
265,854
|
|
36,513
|
|
86,299
|
|
2,303
|
|
443,232
|
|
||||||
Effect of foreign currency translation
|
(418
|
)
|
(300
|
)
|
—
|
|
(1,131
|
)
|
—
|
|
(1,849
|
)
|
||||||
Balance, end of period
|
$
|
4,419
|
|
$
|
54,455
|
|
$
|
12,616
|
|
$
|
19,901
|
|
$
|
—
|
|
$
|
91,391
|
|
|
Year Ended December 31, 2017
|
|||||||||||||||||
(dollars in thousands)
|
Single-Pay
|
Unsecured Installment
|
Secured Installment
|
Open-End
|
Other
|
Total
|
||||||||||||
Balance, beginning of period
|
$
|
5,501
|
|
$
|
17,775
|
|
$
|
10,737
|
|
$
|
5,179
|
|
$
|
—
|
|
$
|
39,192
|
|
Charge-offs
|
(190,623
|
)
|
(88,694
|
)
|
(30,005
|
)
|
(39,752
|
)
|
(5,254
|
)
|
(354,328
|
)
|
||||||
Recoveries
|
127,184
|
|
18,002
|
|
9,517
|
|
18,743
|
|
3,291
|
|
176,737
|
|
||||||
Net charge-offs
|
(63,439
|
)
|
(70,692
|
)
|
(20,488
|
)
|
(21,009
|
)
|
(1,963
|
)
|
(177,591
|
)
|
||||||
Provision for losses
|
63,760
|
|
96,150
|
|
23,223
|
|
22,245
|
|
1,963
|
|
207,341
|
|
||||||
Effect of foreign currency translation
|
93
|
|
522
|
|
—
|
|
11
|
|
—
|
|
626
|
|
||||||
Balance, end of period
|
$
|
5,915
|
|
$
|
43,755
|
|
$
|
13,472
|
|
$
|
6,426
|
|
$
|
—
|
|
$
|
69,568
|
|
Allowance for loan losses as a percentage of gross loan receivables
|
6.0
|
%
|
22.3
|
%
|
15.1
|
%
|
13.4
|
%
|
N/A
|
|
16.1
|
%
|
|
Year Ended December 31, 2017
|
|||||||||||
(in thousands)
|
Single-Pay
|
Unsecured Installment
|
Secured Installment
|
Total
|
||||||||
Balance, beginning of period
|
$
|
274
|
|
$
|
15,630
|
|
$
|
1,148
|
|
$
|
17,052
|
|
Charge-offs
|
(2,121
|
)
|
(141,429
|
)
|
(10,551
|
)
|
(154,101
|
)
|
||||
Recoveries
|
1,335
|
|
30,230
|
|
4,394
|
|
35,959
|
|
||||
Net charge-offs
|
(786
|
)
|
(111,199
|
)
|
(6,157
|
)
|
(118,142
|
)
|
||||
Provision for losses
|
512
|
|
112,642
|
|
5,731
|
|
118,885
|
|
||||
Balance, end of period
|
$
|
—
|
|
$
|
17,073
|
|
$
|
722
|
|
$
|
17,795
|
|
|
Year Ended December 31, 2017
|
|||||||||||||||||
(in thousands)
|
Single-Pay
|
Unsecured Installment
|
Secured Installment
|
Open-End
|
Other
|
Total
|
||||||||||||
Balance, beginning of period
|
$
|
5,775
|
|
$
|
33,405
|
|
$
|
11,885
|
|
$
|
5,179
|
|
$
|
—
|
|
$
|
56,244
|
|
Charge-offs
|
(192,744
|
)
|
(230,123
|
)
|
(40,556
|
)
|
(39,752
|
)
|
(5,254
|
)
|
(508,429
|
)
|
||||||
Recoveries
|
128,519
|
|
48,232
|
|
13,911
|
|
18,743
|
|
3,291
|
|
212,696
|
|
||||||
Net charge-offs
|
(64,225
|
)
|
(181,891
|
)
|
(26,645
|
)
|
(21,009
|
)
|
(1,963
|
)
|
(295,733
|
)
|
||||||
Provision for losses
|
64,272
|
|
208,792
|
|
28,954
|
|
22,245
|
|
1,963
|
|
326,226
|
|
||||||
Effect of foreign currency translation
|
93
|
|
522
|
|
—
|
|
11
|
|
—
|
|
626
|
|
||||||
Balance, end of period
|
$
|
5,915
|
|
$
|
60,828
|
|
$
|
14,194
|
|
$
|
6,426
|
|
$
|
—
|
|
$
|
87,363
|
|
|
December 31,
|
|
December 31,
|
||||
(in thousands)
|
2018
|
|
2017
|
||||
Trade accounts payable
|
$
|
26,379
|
|
|
$
|
22,483
|
|
Money orders payable
|
7,822
|
|
|
8,131
|
|
||
Accrued taxes, other than income taxes
|
1,038
|
|
|
678
|
|
||
Accrued payroll and fringe benefits
|
14,581
|
|
|
18,890
|
|
||
Reserve for store closure costs
|
2,063
|
|
|
4,419
|
|
||
Other accrued liabilities
|
5,399
|
|
|
1,191
|
|
||
Total
|
$
|
57,282
|
|
|
$
|
55,792
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Lease obligations and related costs
|
$
|
—
|
|
|
$
|
5,883
|
|
|
$
|
1,620
|
|
Write-down and loss on disposal of fixed assets
|
—
|
|
|
1,510
|
|
|
772
|
|
|||
Severance costs
|
—
|
|
|
—
|
|
|
1,226
|
|
|||
Total restructuring costs
|
$
|
—
|
|
|
$
|
7,393
|
|
|
$
|
3,618
|
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Balance, beginning of period
|
$
|
4,419
|
|
|
$
|
1,258
|
|
Additions and adjustments
|
—
|
|
|
7,393
|
|
||
Payments and write-downs
|
(2,356
|
)
|
|
(4,232
|
)
|
||
Balance, end of period
|
$
|
2,063
|
|
|
$
|
4,419
|
|
|
December 31,
|
|
December 31,
|
||||
(in thousands)
|
2018
|
|
2017
|
||||
8.25% Senior Secured Notes (due 2025)
|
$
|
676,661
|
|
|
$
|
—
|
|
12.00% Senior Secured Notes (due 2022)
|
—
|
|
|
585,823
|
|
||
Non-Recourse U.S. SPV Facility
|
—
|
|
|
120,402
|
|
||
Non-Recourse Revolving Canada SPV Facility
|
107,479
|
|
|
—
|
|
||
Senior Revolver
|
20,000
|
|
|
—
|
|
||
Cash Money Revolving Credit Facility
|
—
|
|
|
—
|
|
||
Long-term debt
|
$
|
804,140
|
|
|
$
|
706,225
|
|
(in thousands)
|
Amount
|
||
2019
|
$
|
20,000
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
2022
|
111,335
|
|
|
2023
|
—
|
|
|
Thereafter
|
690,000
|
|
|
Long-term debt (before deferred financing costs and discounts)
|
821,335
|
|
|
Less: deferred financing costs and discounts
|
17,195
|
|
|
Long-term debt, net
|
$
|
804,140
|
|
|
Stock Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Grant Date Fair Value
|
|
Weighted Average Remaining Contractual Term (years)
|
|
Aggregate Intrinsic Value (in millions)
|
|||||||
Outstanding at January 1, 2016
|
1,919,628
|
|
|
$
|
2.34
|
|
|
|
|
|
|
|
||||
Granted
|
461,808
|
|
|
$
|
3.66
|
|
|
$
|
1.67
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||
Forfeited
|
(502,128
|
)
|
|
$
|
2.08
|
|
|
|
|
|
|
|
||||
Outstanding at December 31, 2016
|
1,879,308
|
|
|
$
|
2.73
|
|
|
|
|
4.6
|
|
$
|
2.1
|
|
||
Granted
|
99,396
|
|
|
$
|
8.86
|
|
|
$
|
4.11
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||
Forfeited
|
(1,224
|
)
|
|
$
|
3.39
|
|
|
|
|
|
|
|
||||
Outstanding at December 31, 2017
|
1,977,480
|
|
|
$
|
3.04
|
|
|
|
|
5.2
|
|
$
|
21.8
|
|
||
Granted
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
(500,924
|
)
|
|
$
|
1.46
|
|
|
|
|
|
|
$
|
4.0
|
|
||
Forfeited
|
(31,224
|
)
|
|
$
|
4.03
|
|
|
$
|
1.84
|
|
|
|
|
|
||
Outstanding at December 31, 2018
|
1,445,332
|
|
|
$
|
3.56
|
|
|
|
|
3.7
|
|
$
|
8.6
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Options exercisable at December 31, 2018
|
1,150,972
|
|
|
$
|
1.90
|
|
|
|
|
2.7
|
|
$
|
7.2
|
|
|
Restricted Stock Units
|
|
Weighted Average Grant Date Fair Value
|
|||
January 1, 2017
|
—
|
|
|
—
|
|
|
Granted
|
1,516,241
|
|
|
$
|
14.00
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
December 31, 2017
|
1,516,241
|
|
|
$
|
14.00
|
|
Granted
|
73,663
|
|
|
$
|
18.20
|
|
Vested
|
(508,126
|
)
|
|
$
|
14.00
|
|
Forfeited
|
(21,428
|
)
|
|
$
|
14.00
|
|
December 31, 2018
|
1,060,350
|
|
|
$
|
14.29
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Pre-tax share-based compensation expense
|
$
|
8,210
|
|
|
$
|
965
|
|
|
$
|
1,148
|
|
Income tax benefit
|
(2,217
|
)
|
|
(386
|
)
|
|
(459
|
)
|
|||
Total share-based compensation expense, net of tax
|
$
|
5,993
|
|
|
$
|
579
|
|
|
$
|
689
|
|
|
Year Ended December 31,
|
||||||||
(in thousands)
|
2018
|
2017
|
2016
|
||||||
Income (loss) before taxes:
|
|
|
|
||||||
U.S. tax jurisdictions
|
$
|
19,300
|
|
$
|
70,323
|
|
$
|
75,555
|
|
Non-U.S. tax jurisdictions
|
(39,864
|
)
|
21,406
|
|
32,466
|
|
|||
Total income (loss) before taxes
|
$
|
(20,564
|
)
|
$
|
91,729
|
|
$
|
108,021
|
|
Current tax provision (benefit)
|
|
|
|
||||||
Federal
|
$
|
(7,587
|
)
|
$
|
20,829
|
|
$
|
24,508
|
|
State
|
(1,497
|
)
|
2,445
|
|
5,495
|
|
|||
Foreign
|
7,748
|
|
10,542
|
|
13,254
|
|
|||
Total current provision (benefit)
|
(1,336
|
)
|
33,816
|
|
43,257
|
|
|||
Deferred tax provision (benefit)
|
|
|
|
||||||
Federal
|
7,471
|
|
6,283
|
|
186
|
|
|||
State
|
631
|
|
2,647
|
|
(134
|
)
|
|||
Foreign
|
(5,277
|
)
|
(170
|
)
|
(732
|
)
|
|||
Total deferred tax provision (benefit)
|
2,825
|
|
8,760
|
|
(680
|
)
|
|||
Total provision for income taxes
|
$
|
1,489
|
|
$
|
42,576
|
|
$
|
42,577
|
|
|
Year Ended December 31,
|
|||||
(in thousands)
|
2018
|
2017
|
||||
Deferred tax assets related to:
|
|
|
||||
Loans receivable
|
$
|
—
|
|
$
|
1,027
|
|
Accrued expenses and other reserves
|
3,267
|
|
3,668
|
|
||
Compensation accruals
|
4,974
|
|
3,921
|
|
||
Deferred revenue
|
78
|
|
86
|
|
||
State and provincial net operating loss carryforwards
|
1,611
|
|
822
|
|
||
Foreign net operating loss and capital loss carryforwards
|
18,008
|
|
15,850
|
|
||
Gross deferred tax assets
|
27,938
|
|
25,374
|
|
||
Less: Valuation allowance
|
(22,176
|
)
|
(17,573
|
)
|
||
Net deferred tax assets
|
$
|
5,762
|
|
$
|
7,801
|
|
Deferred tax liabilities related to:
|
|
|
||||
Property and equipment
|
$
|
(3,126
|
)
|
$
|
(2,776
|
)
|
Goodwill and other intangible assets
|
(14,508
|
)
|
(15,395
|
)
|
||
Prepaid expenses and other assets
|
(197
|
)
|
(344
|
)
|
||
Loans receivable
|
(127
|
)
|
—
|
|
||
Gross deferred tax liabilities
|
(17,958
|
)
|
(18,515
|
)
|
||
Net deferred tax liabilities
|
$
|
(12,196
|
)
|
$
|
(10,714
|
)
|
|
Year Ended December 31,
|
|||||
(in thousands)
|
2018
|
2017
|
||||
Net current deferred tax assets
|
$
|
1,534
|
|
$
|
772
|
|
Net long-term deferred tax liabilities
|
(13,730
|
)
|
(11,486
|
)
|
||
Net deferred tax liabilities
|
$
|
(12,196
|
)
|
$
|
(10,714
|
)
|
|
Year Ended December 31,
|
||||||||
(dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Income tax (benefit) expense using the statutory federal rate in effect
|
$
|
(4,319
|
)
|
$
|
32,105
|
|
$
|
37,807
|
|
Tax effect of:
|
|
|
|
||||||
Effects of foreign rates different than U.S. statutory rate
|
759
|
|
(5,370
|
)
|
(7,569
|
)
|
|||
State, local and provincial income taxes, net of federal benefit
|
334
|
|
7,164
|
|
9,045
|
|
|||
Tax credits
|
(116
|
)
|
(450
|
)
|
(713
|
)
|
|||
Nondeductible expenses
|
77
|
|
536
|
|
521
|
|
|||
Impact of goodwill impairment charges
|
4,338
|
|
—
|
|
—
|
|
|||
Foreign exchange gain/loss on intercompany loan
|
(296
|
)
|
899
|
|
—
|
|
|||
Valuation allowance
|
5,186
|
|
2,393
|
|
3,129
|
|
|||
Deferred remeasurement
|
—
|
|
886
|
|
205
|
|
|||
Repatriation tax
|
(1,610
|
)
|
8,100
|
|
—
|
|
|||
Deferred remeasurement due to the 2017 Tax Act
|
—
|
|
(4,162
|
)
|
—
|
|
|||
Share-based compensation
|
(3,081
|
)
|
—
|
|
—
|
|
|||
Other
|
217
|
|
475
|
|
152
|
|
|||
Total provision for income taxes
|
$
|
1,489
|
|
$
|
42,576
|
|
$
|
42,577
|
|
Effective income tax rate
|
(7.2
|
)%
|
46.4
|
%
|
39.4
|
%
|
|||
Statutory federal income tax rate
|
21.0
|
%
|
35.0
|
%
|
35.0
|
%
|
|
Year Ended December 31,
|
||||||||
(in thousands)
|
2018
|
2017
|
2016
|
||||||
Balance at the beginning of year
|
$
|
17,573
|
|
$
|
14,072
|
|
$
|
13,097
|
|
Revaluation of valuation allowance due to change in statutory rates
|
—
|
|
—
|
|
(1,234
|
)
|
|||
Increase to balance charged as expense
|
5,186
|
|
2,393
|
|
3,129
|
|
|||
(Decrease) increase to balance charged to Other Comprehensive Income
|
—
|
|
(101
|
)
|
1,627
|
|
|||
Effect of foreign currency translation
|
(583
|
)
|
1,209
|
|
(2,547
|
)
|
|||
Balance at end of year
|
$
|
22,176
|
|
$
|
17,573
|
|
$
|
14,072
|
|
|
|
Estimated Fair Value
|
|||||||||||||
(in thousands)
|
Carrying Value December 31,
2018 |
Level 1
|
Level 2
|
Level 3
|
December 31, 2018
|
||||||||||
Financial assets:
|
|
|
|
|
|
||||||||||
Cash
|
$
|
71,034
|
|
$
|
71,034
|
|
$
|
—
|
|
$
|
—
|
|
$
|
71,034
|
|
Restricted cash
|
28,823
|
|
28,823
|
|
—
|
|
—
|
|
28,823
|
|
|||||
Loans receivable, net
|
596,787
|
|
—
|
|
—
|
|
517,403
|
|
517,403
|
|
|||||
Investment in Cognical
|
6,558
|
|
—
|
|
—
|
|
6,558
|
|
6,558
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
||||||||||
Liability for losses on CSO lender-owned consumer loans
|
$
|
12,007
|
|
$
|
—
|
|
$
|
—
|
|
$
|
12,007
|
|
$
|
12,007
|
|
8.25% Senior Secured Notes
|
676,661
|
|
—
|
|
—
|
|
531,179
|
|
531,179
|
|
|||||
Non-Recourse Canada SPV facility
|
107,479
|
|
—
|
|
—
|
|
111,335
|
|
111,335
|
|
|||||
Senior Revolver
|
20,000
|
|
—
|
|
—
|
|
20,000
|
|
20,000
|
|
|
|
Estimated Fair Value
|
|||||||||||||
(in thousands)
|
Carrying Value December 31,
2017 |
Level 1
|
Level 2
|
Level 3
|
December 31, 2017
|
||||||||||
Financial assets:
|
|
|
|
|
|
||||||||||
Cash
|
$
|
162,374
|
|
$
|
162,374
|
|
$
|
—
|
|
$
|
—
|
|
$
|
162,374
|
|
Restricted cash
|
12,117
|
|
12,117
|
|
—
|
|
—
|
|
12,117
|
|
|||||
Loans receivable, net
|
363,269
|
|
—
|
|
—
|
|
363,269
|
|
363,269
|
|
|||||
Investment in Cognical
|
5,600
|
|
—
|
|
—
|
|
5,600
|
|
5,600
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
||||||||||
Liability for losses on CSO lender-owned consumer loans
|
$
|
17,795
|
|
$
|
—
|
|
$
|
—
|
|
$
|
17,795
|
|
$
|
17,795
|
|
12.00% Senior Secured Notes
|
585,823
|
|
—
|
|
—
|
|
663,475
|
|
663,475
|
|
|||||
Non-Recourse U.S. SPV facility
|
120,402
|
|
—
|
|
—
|
|
124,590
|
|
124,590
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash paid for:
|
|
|
|
|
|
||||||
Interest
|
$
|
84,823
|
|
|
$
|
60,054
|
|
|
$
|
61,019
|
|
Income taxes
|
16,311
|
|
|
26,863
|
|
|
43,650
|
|
|||
Non-cash investing activities:
|
|
|
|
|
|
||||||
Payment for repurchase of May 2011 Senior Secured Notes accrued in accounts payable
|
—
|
|
|
—
|
|
|
18,939
|
|
|||
Property and equipment accrued in accounts payable
|
1,718
|
|
|
1,631
|
|
|
3,338
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues by segment:
|
|
|
|
|
|
||||||
U.S.
|
$
|
853,141
|
|
|
$
|
737,729
|
|
|
$
|
606,798
|
|
Canada
|
191,932
|
|
|
186,408
|
|
|
188,078
|
|
|||
U.K.
|
49,238
|
|
|
39,496
|
|
|
33,720
|
|
|||
Consolidated revenue
|
$
|
1,094,311
|
|
|
$
|
963,633
|
|
|
$
|
828,596
|
|
Gross margin by segment:
|
|
|
|
|
|
||||||
U.S.
|
$
|
284,828
|
|
|
$
|
267,215
|
|
|
$
|
204,328
|
|
Canada
|
40,642
|
|
|
67,950
|
|
|
78,639
|
|
|||
U.K.
|
15,427
|
|
|
14,072
|
|
|
10,289
|
|
|||
Consolidated gross margin
|
$
|
340,897
|
|
|
$
|
349,237
|
|
|
$
|
293,256
|
|
Segment operating income (loss):
|
|
|
|
|
|
||||||
U.S.
|
$
|
1,117
|
|
|
$
|
51,459
|
|
|
$
|
56,778
|
|
Canada
|
17,001
|
|
|
50,797
|
|
|
60,482
|
|
|||
U.K.
|
(38,682
|
)
|
|
(10,527
|
)
|
|
(9,239
|
)
|
|||
Consolidated operating profit
|
$
|
(20,564
|
)
|
|
$
|
91,729
|
|
|
$
|
108,021
|
|
Expenditures for long-lived assets by segment:
|
|
|
|
|
|
||||||
U.S.
|
$
|
11,105
|
|
|
$
|
7,405
|
|
|
$
|
10,125
|
|
Canada
|
2,928
|
|
|
1,309
|
|
|
5,872
|
|
|||
U.K.
|
232
|
|
|
1,043
|
|
|
29
|
|
|||
Consolidated expenditures for long-lived assets
|
$
|
14,265
|
|
|
$
|
9,757
|
|
|
$
|
16,026
|
|
(in thousands)
|
December 31,
2018 |
|
December 31,
2017 |
||||
U.S.
|
$
|
361,473
|
|
|
$
|
308,696
|
|
Canada
|
210,058
|
|
|
104,551
|
|
||
U.K.
|
25,256
|
|
|
19,590
|
|
||
Total gross loans receivable
|
$
|
596,787
|
|
|
$
|
432,837
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Basic:
(1)
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
(22,053
|
)
|
|
$
|
49,153
|
|
|
$
|
65,444
|
|
Weight average common shares
|
|
45,815
|
|
|
38,351
|
|
|
37,908
|
|
|||
Basic earnings per share
|
|
$
|
(0.48
|
)
|
|
$
|
1.28
|
|
|
$
|
1.73
|
|
(1) The per share information has been adjusted to give effect to the 36-to-1 stock split of our common stock which was effective December 6, 2017.
|
(i)
|
CURO as the issuer of the
8.25%
Senior Secured Notes
|
(ii)
|
Our subsidiary guarantors, which are comprised of our domestic subsidiaries, including CFTC as the issuer of the
12.00%
Senior Secured Notes that were redeemed in August 2018, CURO Intermediate as the issuer of the
10.75%
Senior Secured Notes that were redeemed in February 2017, 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)
|
Our 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 our subsidiaries;
|
(v)
|
Us and our subsidiaries on a consolidated basis.
|
|
December 31, 2018
|
|||||||||||||||||
(in thousands)
|
Subsidiary
Guarantors
|
Subsidiary
Non-Guarantors
|
Canada SPV
|
CURO
|
Eliminations
|
CURO
Consolidated |
||||||||||||
Assets:
|
|
|
|
|
|
|
||||||||||||
Cash
|
$
|
42,403
|
|
$
|
28,631
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
71,034
|
|
Restricted cash
|
9,993
|
|
5,990
|
|
12,840
|
|
—
|
|
—
|
|
28,823
|
|
||||||
Loans receivable, net
|
304,542
|
|
76,674
|
|
136,187
|
|
—
|
|
—
|
|
517,403
|
|
||||||
Deferred income taxes
|
—
|
|
1,534
|
|
—
|
|
—
|
|
—
|
|
1,534
|
|
||||||
Income taxes receivable
|
7,190
|
|
—
|
|
—
|
|
9,551
|
|
—
|
|
16,741
|
|
||||||
Prepaid expenses and other
|
37,866
|
|
7,204
|
|
—
|
|
—
|
|
—
|
|
45,070
|
|
||||||
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
|
|
(32,455
|
)
|
—
|
|
—
|
|
(44,554
|
)
|
—
|
|
||||||
Investment in subsidiaries
|
—
|
|
—
|
|
—
|
|
(101,665
|
)
|
101,665
|
|
—
|
|
||||||
Other
|
12,253
|
|
944
|
|
—
|
|
—
|
|
—
|
|
13,197
|
|
||||||
Total assets
|
$
|
638,723
|
|
$
|
166,870
|
|
$
|
149,027
|
|
$
|
(92,114
|
)
|
$
|
57,111
|
|
$
|
919,617
|
|
Liabilities and Stockholders' equity:
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
38,240
|
|
$
|
13,870
|
|
$
|
4,980
|
|
$
|
192
|
|
$
|
—
|
|
$
|
57,282
|
|
Deferred revenue
|
5,981
|
|
3,642
|
|
40
|
|
—
|
|
—
|
|
9,663
|
|
||||||
Income taxes payable
|
—
|
|
1,579
|
|
—
|
|
—
|
|
—
|
|
1,579
|
|
||||||
Accrued interest
|
149
|
|
(5
|
)
|
831
|
|
19,924
|
|
—
|
|
20,899
|
|
||||||
Payable to CURO
|
768,345
|
|
—
|
|
—
|
|
(768,345
|
)
|
—
|
|
—
|
|
||||||
CSO guarantee liability
|
12,007
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12,007
|
|
||||||
Deferred rent
|
9,559
|
|
1,441
|
|
—
|
|
—
|
|
—
|
|
11,000
|
|
||||||
Long-term debt (excluding current maturities)
|
20,000
|
|
—
|
|
107,479
|
|
676,661
|
|
—
|
|
804,140
|
|
||||||
Subordinated shareholder debt
|
—
|
|
2,196
|
|
—
|
|
—
|
|
—
|
|
2,196
|
|
||||||
Intercompany payable
|
—
|
|
224
|
|
44,330
|
|
—
|
|
(44,554
|
)
|
—
|
|
||||||
Other long-term liabilities
|
4,967
|
|
1,255
|
|
—
|
|
—
|
|
—
|
|
6,222
|
|
||||||
Deferred tax liabilities
|
15,175
|
|
—
|
|
—
|
|
(1,445
|
)
|
—
|
|
13,730
|
|
||||||
Total liabilities
|
874,423
|
|
24,202
|
|
157,660
|
|
(73,013
|
)
|
(44,554
|
)
|
938,718
|
|
||||||
Stockholders' equity
|
(235,700
|
)
|
142,668
|
|
(8,633
|
)
|
(19,101
|
)
|
101,665
|
|
(19,101
|
)
|
||||||
Total liabilities and stockholders' equity
|
$
|
638,723
|
|
$
|
166,870
|
|
$
|
149,027
|
|
$
|
(92,114
|
)
|
$
|
57,111
|
|
$
|
919,617
|
|
|
December 31, 2017
|
|||||||||||||||||||||||||||||
(in thousands)
|
CFTC
(1)
|
CURO Intermediate
(1)
|
Subsidiary
Guarantors |
Subsidiary
Non-Guarantors |
SPV Subs
(1)
|
Eliminations
|
Consolidated
|
CURO
|
Eliminations
|
CURO
Consolidated |
||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Cash
|
$
|
—
|
|
$
|
—
|
|
$
|
117,379
|
|
$
|
44,915
|
|
$
|
—
|
|
$
|
—
|
|
$
|
162,294
|
|
$
|
80
|
|
$
|
—
|
|
$
|
162,374
|
|
Restricted cash
|
—
|
|
—
|
|
1,677
|
|
3,569
|
|
6,871
|
|
—
|
|
12,117
|
|
—
|
|
—
|
|
12,117
|
|
||||||||||
Loans receivable, net
|
—
|
|
—
|
|
84,912
|
|
110,651
|
|
167,706
|
|
—
|
|
363,269
|
|
—
|
|
—
|
|
363,269
|
|
||||||||||
Deferred income taxes
|
—
|
|
2,154
|
|
(4,646
|
)
|
3,502
|
|
—
|
|
—
|
|
1,010
|
|
(238
|
)
|
—
|
|
772
|
|
||||||||||
Income taxes receivable
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,455
|
|
—
|
|
3,455
|
|
||||||||||
Prepaid expenses and other
|
—
|
|
—
|
|
38,277
|
|
3,353
|
|
—
|
|
—
|
|
41,630
|
|
882
|
|
—
|
|
42,512
|
|
||||||||||
Property and equipment, net
|
—
|
|
—
|
|
52,627
|
|
34,459
|
|
—
|
|
—
|
|
87,086
|
|
—
|
|
—
|
|
87,086
|
|
||||||||||
Goodwill
|
—
|
|
—
|
|
91,131
|
|
54,476
|
|
—
|
|
—
|
|
145,607
|
|
—
|
|
—
|
|
145,607
|
|
||||||||||
Other intangibles, net
|
16
|
|
—
|
|
5,418
|
|
27,335
|
|
—
|
|
—
|
|
32,769
|
|
—
|
|
—
|
|
32,769
|
|
||||||||||
Intercompany receivable
|
—
|
|
37,877
|
|
33,062
|
|
(30,588
|
)
|
—
|
|
(40,351
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Investment in subsidiaries
|
(14,504
|
)
|
899,371
|
|
—
|
|
—
|
|
—
|
|
(884,867
|
)
|
—
|
|
(84,889
|
)
|
84,889
|
|
—
|
|
||||||||||
Other
|
5,713
|
|
—
|
|
3,017
|
|
1,040
|
|
—
|
|
—
|
|
9,770
|
|
—
|
|
—
|
|
9,770
|
|
||||||||||
Total assets
|
$
|
(8,775
|
)
|
$
|
939,402
|
|
$
|
422,854
|
|
$
|
252,712
|
|
$
|
174,577
|
|
$
|
(925,218
|
)
|
$
|
855,552
|
|
$
|
(80,710
|
)
|
$
|
84,889
|
|
$
|
859,731
|
|
Liabilities and Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Accounts payable and accrued liabilities
|
$
|
2,606
|
|
$
|
13
|
|
$
|
35,753
|
|
$
|
15,954
|
|
$
|
12
|
|
$
|
—
|
|
$
|
54,338
|
|
$
|
1,454
|
|
$
|
—
|
|
$
|
55,792
|
|
Deferred revenue
|
—
|
|
—
|
|
6,529
|
|
5,455
|
|
—
|
|
—
|
|
11,984
|
|
—
|
|
—
|
|
11,984
|
|
||||||||||
Income taxes payable
|
(49,738
|
)
|
70,231
|
|
(18,450
|
)
|
2,077
|
|
—
|
|
—
|
|
4,120
|
|
—
|
|
—
|
|
4,120
|
|
||||||||||
Accrued interest
|
24,201
|
|
—
|
|
—
|
|
—
|
|
1,266
|
|
—
|
|
25,467
|
|
—
|
|
—
|
|
25,467
|
|
||||||||||
Payable to CURO
|
184,348
|
|
—
|
|
(95,048
|
)
|
—
|
|
—
|
|
—
|
|
89,300
|
|
(89,300
|
)
|
—
|
|
—
|
|
||||||||||
CSO guarantee liability
|
—
|
|
—
|
|
17,795
|
|
—
|
|
—
|
|
—
|
|
17,795
|
|
—
|
|
—
|
|
17,795
|
|
||||||||||
Deferred rent
|
—
|
|
—
|
|
9,896
|
|
1,681
|
|
—
|
|
—
|
|
11,577
|
|
—
|
|
—
|
|
11,577
|
|
||||||||||
Long-term debt (excluding current maturities)
|
585,823
|
|
—
|
|
—
|
|
—
|
|
120,402
|
|
—
|
|
706,225
|
|
—
|
|
—
|
|
706,225
|
|
||||||||||
Subordinated shareholder debt
|
—
|
|
—
|
|
—
|
|
2,381
|
|
—
|
|
—
|
|
2,381
|
|
—
|
|
—
|
|
2,381
|
|
||||||||||
Intercompany payable
|
(668,536
|
)
|
876,869
|
|
(124,332
|
)
|
40,351
|
|
(84,001
|
)
|
(40,351
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Other long-term liabilities
|
—
|
|
—
|
|
3,969
|
|
1,799
|
|
—
|
|
—
|
|
5,768
|
|
—
|
|
—
|
|
5,768
|
|
||||||||||
Deferred tax liabilities
|
(2,590
|
)
|
6,793
|
|
(143
|
)
|
7,426
|
|
—
|
|
—
|
|
11,486
|
|
—
|
|
—
|
|
11,486
|
|
||||||||||
Total liabilities
|
76,114
|
|
953,906
|
|
(164,031
|
)
|
77,124
|
|
37,679
|
|
(40,351
|
)
|
940,441
|
|
(87,846
|
)
|
—
|
|
852,595
|
|
||||||||||
Stockholders' equity
|
(84,889
|
)
|
(14,504
|
)
|
586,885
|
|
175,588
|
|
136,898
|
|
(884,867
|
)
|
(84,889
|
)
|
7,136
|
|
84,889
|
|
7,136
|
|
||||||||||
Total liabilities and stockholders' equity
|
$
|
(8,775
|
)
|
$
|
939,402
|
|
$
|
422,854
|
|
$
|
252,712
|
|
$
|
174,577
|
|
$
|
(925,218
|
)
|
$
|
855,552
|
|
$
|
(80,710
|
)
|
$
|
84,889
|
|
$
|
859,731
|
|
(1) Consolidating schedules presented separately for (i) CFTC as the issuer of the 12.00% Senior Secured Notes that were redeemed in August 2018, (ii) CURO Intermediate as the issuer of the 10.75% Senior Secured Notes that were redeemed in February 2017 and (iii) U.S. SPV as the issuer of the Non-Recourse U.S. SPV Facility that was extinguished in October 2018.
|
|
Year Ended December 31, 2018
|
|||||||||||||||||
(in thousands)
|
Subsidiary Guarantors
|
Subsidiary
Non-Guarantors
|
Canada SPV
|
CURO
|
Eliminations
|
CURO
Consolidated |
||||||||||||
Revenue
|
$
|
853,141
|
|
$
|
212,705
|
|
$
|
28,465
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,094,311
|
|
Provision for losses
|
348,611
|
|
61,276
|
|
33,345
|
|
—
|
|
—
|
|
443,232
|
|
||||||
Net revenue
|
504,530
|
|
151,429
|
|
(4,880
|
)
|
—
|
|
—
|
|
651,079
|
|
||||||
Cost of providing services:
|
|
|
|
|
|
|
||||||||||||
Salaries and benefits
|
71,447
|
|
35,306
|
|
—
|
|
—
|
|
—
|
|
106,753
|
|
||||||
Occupancy
|
30,797
|
|
22,887
|
|
—
|
|
—
|
|
—
|
|
53,684
|
|
||||||
Office
|
21,285
|
|
7,137
|
|
—
|
|
—
|
|
—
|
|
28,422
|
|
||||||
Other store operating expenses
|
47,341
|
|
5,649
|
|
—
|
|
—
|
|
—
|
|
52,990
|
|
||||||
Advertising
|
48,832
|
|
19,501
|
|
—
|
|
—
|
|
—
|
|
68,333
|
|
||||||
Total cost of providing services
|
219,702
|
|
90,480
|
|
—
|
|
—
|
|
—
|
|
310,182
|
|
||||||
Gross Margin
|
284,828
|
|
60,949
|
|
(4,880
|
)
|
—
|
|
—
|
|
340,897
|
|
||||||
Operating (income) expense:
|
|
|
|
|
|
|
||||||||||||
Corporate, district and other
|
103,509
|
|
46,157
|
|
38
|
|
9,251
|
|
—
|
|
158,955
|
|
||||||
Intercompany management fee
|
(13,404
|
)
|
13,388
|
|
16
|
|
—
|
|
—
|
|
—
|
|
||||||
Interest expense
|
59,949
|
|
68
|
|
3,907
|
|
20,432
|
|
—
|
|
84,356
|
|
||||||
Loss on extinguishment of debt
|
90,569
|
|
—
|
|
—
|
|
—
|
|
—
|
|
90,569
|
|
||||||
Goodwill impairment charges
|
—
|
|
22,496
|
|
—
|
|
—
|
|
—
|
|
22,496
|
|
||||||
Impairment charges on intangible assets and property and equipment
|
—
|
|
5,085
|
|
—
|
|
—
|
|
—
|
|
5,085
|
|
||||||
Intercompany interest (income) expense
|
(4,778
|
)
|
4,778
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Total operating expense
|
235,845
|
|
91,972
|
|
3,961
|
|
29,683
|
|
—
|
|
361,461
|
|
||||||
Net income (loss) before income taxes
|
48,983
|
|
(31,023
|
)
|
(8,841
|
)
|
(29,683
|
)
|
—
|
|
(20,564
|
)
|
||||||
Provision for income tax expense (benefit)
|
5,635
|
|
2,471
|
|
—
|
|
(6,617
|
)
|
—
|
|
1,489
|
|
||||||
Net income (loss)
|
43,348
|
|
(33,494
|
)
|
(8,841
|
)
|
(23,066
|
)
|
—
|
|
(22,053
|
)
|
||||||
Equity in net income (loss) of subsidiaries:
|
|
|
|
|
|
|
||||||||||||
CFTC
|
—
|
|
—
|
|
—
|
|
1,013
|
|
(1,013
|
)
|
—
|
|
||||||
Guarantor Subsidiaries
|
43,348
|
|
—
|
|
—
|
|
—
|
|
(43,348
|
)
|
—
|
|
||||||
Non-Guarantor Subsidiaries
|
(33,494
|
)
|
—
|
|
—
|
|
—
|
|
33,494
|
|
—
|
|
||||||
SPV Subs
|
(8,841
|
)
|
—
|
|
—
|
|
—
|
|
8,841
|
|
—
|
|
||||||
Net income (loss) attributable to CURO
|
$
|
44,361
|
|
$
|
(33,494
|
)
|
$
|
(8,841
|
)
|
$
|
(22,053
|
)
|
$
|
(2,026
|
)
|
$
|
(22,053
|
)
|
|
Year Ended December 31, 2017
|
|||||||||||||||||||||||||||||
(in thousands)
|
CFTC
(1)
|
CURO Intermediate
(1)
|
Subsidiary Guarantors
|
Subsidiary
Non-Guarantors
|
SPV Subs
(1)
|
Eliminations
|
CFTC
Consolidated
|
CURO
|
Eliminations
|
CURO
Consolidated |
||||||||||||||||||||
Revenue
|
$
|
—
|
|
$
|
—
|
|
$
|
465,170
|
|
$
|
225,904
|
|
$
|
272,559
|
|
$
|
—
|
|
$
|
963,633
|
|
$
|
—
|
|
$
|
—
|
|
$
|
963,633
|
|
Provision for losses
|
—
|
|
—
|
|
164,068
|
|
58,735
|
|
103,423
|
|
—
|
|
326,226
|
|
—
|
|
—
|
|
326,226
|
|
||||||||||
Net revenue
|
—
|
|
—
|
|
301,102
|
|
167,169
|
|
169,136
|
|
—
|
|
637,407
|
|
—
|
|
—
|
|
637,407
|
|
||||||||||
Cost of providing services:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Salaries and benefits
|
—
|
|
—
|
|
69,927
|
|
35,269
|
|
—
|
|
—
|
|
105,196
|
|
—
|
|
—
|
|
105,196
|
|
||||||||||
Occupancy
|
—
|
|
—
|
|
31,393
|
|
23,219
|
|
—
|
|
—
|
|
54,612
|
|
—
|
|
—
|
|
54,612
|
|
||||||||||
Office
|
—
|
|
—
|
|
16,884
|
|
4,518
|
|
—
|
|
—
|
|
21,402
|
|
—
|
|
—
|
|
21,402
|
|
||||||||||
Other store operating expenses
|
—
|
|
—
|
|
48,163
|
|
6,231
|
|
508
|
|
—
|
|
54,902
|
|
—
|
|
—
|
|
54,902
|
|
||||||||||
Advertising
|
—
|
|
—
|
|
36,148
|
|
15,910
|
|
—
|
|
—
|
|
52,058
|
|
—
|
|
—
|
|
52,058
|
|
||||||||||
Total cost of providing services
|
—
|
|
—
|
|
202,515
|
|
85,147
|
|
508
|
|
—
|
|
288,170
|
|
—
|
|
—
|
|
288,170
|
|
||||||||||
Gross Margin
|
—
|
|
—
|
|
98,587
|
|
82,022
|
|
168,628
|
|
—
|
|
349,237
|
|
—
|
|
—
|
|
349,237
|
|
||||||||||
Operating (income) expense:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Corporate, district and other
|
7,549
|
|
(25
|
)
|
108,901
|
|
34,170
|
|
451
|
|
—
|
|
151,046
|
|
3,927
|
|
—
|
|
154,973
|
|
||||||||||
Intercompany management fee
|
—
|
|
—
|
|
(23,741
|
)
|
13,970
|
|
9,771
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Interest expense
|
55,809
|
|
9,613
|
|
(124
|
)
|
189
|
|
13,887
|
|
—
|
|
79,374
|
|
3,310
|
|
—
|
|
82,684
|
|
||||||||||
Loss on extinguishment of debt
|
—
|
|
11,884
|
|
—
|
|
—
|
|
—
|
|
—
|
|
11,884
|
|
574
|
|
—
|
|
12,458
|
|
||||||||||
Restructuring costs
|
—
|
|
—
|
|
—
|
|
7,393
|
|
—
|
|
—
|
|
7,393
|
|
—
|
|
—
|
|
7,393
|
|
||||||||||
Intercompany interest (income) expense
|
—
|
|
(4,216
|
)
|
(678
|
)
|
4,894
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Total operating expense
|
63,358
|
|
17,256
|
|
84,358
|
|
60,616
|
|
24,109
|
|
—
|
|
249,697
|
|
7,811
|
|
—
|
|
257,508
|
|
||||||||||
Net income (loss) before income taxes
|
(63,358
|
)
|
(17,256
|
)
|
14,229
|
|
21,406
|
|
144,519
|
|
—
|
|
99,540
|
|
(7,811
|
)
|
—
|
|
91,729
|
|
||||||||||
Provision for income tax expense (benefit)
|
(24,077
|
)
|
73,218
|
|
(13,752
|
)
|
10,372
|
|
—
|
|
—
|
|
45,761
|
|
(3,185
|
)
|
—
|
|
42,576
|
|
||||||||||
Net income (loss)
|
(39,281
|
)
|
(90,474
|
)
|
27,981
|
|
11,034
|
|
144,519
|
|
—
|
|
53,779
|
|
(4,626
|
)
|
—
|
|
49,153
|
|
||||||||||
Equity in net income (loss) of subsidiaries:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
CFTC
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
53,779
|
|
(53,779
|
)
|
—
|
|
||||||||||
CURO Intermediate
|
(90,474
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
90,474
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Guarantor Subsidiaries
|
27,981
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(27,981
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Non-Guarantor Subsidiaries
|
11,034
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(11,034
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
SPV Subs
|
144,519
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(144,519
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Net income (loss) attributable to CURO
|
$
|
53,779
|
|
$
|
(90,474
|
)
|
$
|
27,981
|
|
$
|
11,034
|
|
$
|
144,519
|
|
$
|
(93,060
|
)
|
$
|
53,779
|
|
$
|
49,153
|
|
$
|
(53,779
|
)
|
$
|
49,153
|
|
(1) Consolidating schedules presented separately for (i) CFTC as the issuer of the 12.00% Senior Secured Notes that were redeemed in August 2018, (ii) CURO Intermediate as the issuer of the 10.75% Senior Secured Notes that were redeemed in February 2017 and (iii) U.S. SPV as the issuer of the Non-Recourse U.S. SPV Facility that was extinguished in October 2018.
|
|
Year Ended December 31, 2016
|
|||||||||||||||||||||||||||||
(in thousands)
|
CFTC
(1)
|
CURO Intermediate
(1)
|
Subsidiary Guarantors
|
Subsidiary
Non-Guarantors
|
SPV Subs
(1)
|
Eliminations
|
CFTC
Consolidated
|
CURO
|
Eliminations
|
CURO
Consolidated |
||||||||||||||||||||
Revenue
|
$
|
—
|
|
$
|
—
|
|
$
|
581,820
|
|
$
|
221,799
|
|
$
|
24,977
|
|
$
|
—
|
|
$
|
828,596
|
|
$
|
—
|
|
$
|
—
|
|
$
|
828,596
|
|
Provision for losses
|
—
|
|
—
|
|
176,546
|
|
50,540
|
|
31,203
|
|
—
|
|
258,289
|
|
—
|
|
—
|
|
258,289
|
|
||||||||||
Net revenue
|
—
|
|
—
|
|
405,274
|
|
171,259
|
|
(6,226
|
)
|
—
|
|
570,307
|
|
—
|
|
—
|
|
570,307
|
|
||||||||||
Cost of providing services:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Salaries and benefits
|
—
|
|
—
|
|
69,549
|
|
34,992
|
|
—
|
|
—
|
|
104,541
|
|
—
|
|
—
|
|
104,541
|
|
||||||||||
Occupancy
|
—
|
|
—
|
|
31,451
|
|
23,058
|
|
—
|
|
—
|
|
54,509
|
|
—
|
|
—
|
|
54,509
|
|
||||||||||
Office
|
—
|
|
—
|
|
15,883
|
|
4,580
|
|
—
|
|
—
|
|
20,463
|
|
—
|
|
—
|
|
20,463
|
|
||||||||||
Other store operating expenses
|
—
|
|
—
|
|
47,491
|
|
6,120
|
|
6
|
|
—
|
|
53,617
|
|
—
|
|
—
|
|
53,617
|
|
||||||||||
Advertising
|
—
|
|
—
|
|
30,340
|
|
13,581
|
|
—
|
|
—
|
|
43,921
|
|
—
|
|
—
|
|
43,921
|
|
||||||||||
Total cost of providing services
|
—
|
|
—
|
|
194,714
|
|
82,331
|
|
6
|
|
—
|
|
277,051
|
|
—
|
|
—
|
|
277,051
|
|
||||||||||
Gross Margin
|
—
|
|
—
|
|
210,560
|
|
88,928
|
|
(6,232
|
)
|
—
|
|
293,256
|
|
—
|
|
—
|
|
293,256
|
|
||||||||||
Operating (income) expense:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Corporate, district and other
|
1,898
|
|
338
|
|
85,452
|
|
36,140
|
|
—
|
|
—
|
|
123,828
|
|
446
|
|
—
|
|
124,274
|
|
||||||||||
Intercompany management fee
|
—
|
|
—
|
|
(12,632
|
)
|
12,632
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Interest expense
|
—
|
|
47,684
|
|
2
|
|
58
|
|
864
|
|
—
|
|
48,608
|
|
15,726
|
|
—
|
|
64,334
|
|
||||||||||
Intercompany Interest (income) expense
|
—
|
|
(4,961
|
)
|
(1,319
|
)
|
5,741
|
|
539
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Loss on extinguishment of debt
|
—
|
|
(6,991
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(6,991
|
)
|
—
|
|
—
|
|
(6,991
|
)
|
||||||||||
Restructuring costs
|
—
|
|
—
|
|
1,726
|
|
1,892
|
|
—
|
|
—
|
|
3,618
|
|
—
|
|
—
|
|
3,618
|
|
||||||||||
Total operating expense
|
1,898
|
|
36,070
|
|
73,229
|
|
56,463
|
|
1,403
|
|
—
|
|
169,063
|
|
16,172
|
|
—
|
|
185,235
|
|
||||||||||
Net income (loss) before income taxes
|
(1,898
|
)
|
(36,070
|
)
|
137,331
|
|
32,465
|
|
(7,635
|
)
|
—
|
|
124,193
|
|
(16,172
|
)
|
—
|
|
108,021
|
|
||||||||||
Provision for income tax (benefit) expense
|
(682
|
)
|
22,788
|
|
14,543
|
|
12,522
|
|
—
|
|
—
|
|
49,171
|
|
(6,594
|
)
|
—
|
|
42,577
|
|
||||||||||
Net income (loss)
|
(1,216
|
)
|
(58,858
|
)
|
122,788
|
|
19,943
|
|
(7,635
|
)
|
—
|
|
75,022
|
|
(9,578
|
)
|
—
|
|
65,444
|
|
||||||||||
Equity in net income (loss) of subsidiaries:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
CFTC
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
75,022
|
|
(75,022
|
)
|
—
|
|
||||||||||
CURO Intermediate
|
(58,858
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
58,858
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Guarantor Subsidiaries
|
122,788
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(122,788
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Non-Guarantor Subsidiaries
|
19,943
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(19,943
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
SPV Subs
|
(7,635
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
7,635
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Net income (loss) attributable to CURO
|
$
|
75,022
|
|
$
|
(58,858
|
)
|
$
|
122,788
|
|
$
|
19,943
|
|
$
|
(7,635
|
)
|
$
|
(76,238
|
)
|
$
|
75,022
|
|
$
|
65,444
|
|
$
|
(75,022
|
)
|
$
|
65,444
|
|
(1) Consolidating schedules presented separately for (i) CFTC as the issuer of the 12.00% Senior Secured Notes that were redeemed in August 2018, (ii) CURO Intermediate as the issuer of the 10.75% Senior Secured Notes that were redeemed in February 2017 and (iii) U.S. SPV as the issuer of the Non-Recourse U.S. SPV Facility that was extinguished in October 2018.
|
|
Year Ended December 31, 2018
|
|||||||||||||||||
(in thousands)
|
Subsidiary Guarantors
|
Subsidiary
Non-Guarantors
|
Canada SPV
|
CURO
|
Eliminations
|
CURO Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||||||||
Net cash provided (used)
|
$
|
1,104,821
|
|
$
|
27,598
|
|
$
|
72,648
|
|
$
|
(674,290
|
)
|
$
|
3,687
|
|
$
|
534,464
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||||||||
Purchase of property, equipment and software
|
(11,105
|
)
|
(3,160
|
)
|
—
|
|
—
|
|
—
|
|
(14,265
|
)
|
||||||
Originations of loans, net
|
(398,542
|
)
|
(34,887
|
)
|
(172,193
|
)
|
—
|
|
—
|
|
(605,622
|
)
|
||||||
Cash paid for Zibby Investment
|
(958
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(958
|
)
|
||||||
Net cash used
|
(410,605
|
)
|
(38,047
|
)
|
(172,193
|
)
|
—
|
|
—
|
|
(620,845
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||||||||
Proceeds from Non-Recourse U.S. SPV facility and ABL facility
|
17,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
17,000
|
|
||||||
Payments on Non-Recourse U.S. SPV facility and ABL facility
|
(141,590
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(141,590
|
)
|
||||||
Proceeds from Non-Recourse Canada SPV facility
|
—
|
|
—
|
|
117,157
|
|
—
|
|
—
|
|
117,157
|
|
||||||
Payments on 12.00% Senior Secured Notes
|
(605,000
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(605,000
|
)
|
||||||
Proceeds from issuance of 8.25% Senior Secured Notes
|
—
|
|
—
|
|
—
|
|
690,000
|
|
—
|
|
690,000
|
|
||||||
Payments of call premiums from early debt extinguishments
|
(69,650
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(69,650
|
)
|
||||||
Debt issuance costs paid
|
(232
|
)
|
—
|
|
(4,529
|
)
|
(13,848
|
)
|
—
|
|
(18,609
|
)
|
||||||
Proceeds from revolving credit facilities
|
87,000
|
|
44,902
|
|
—
|
|
—
|
|
—
|
|
131,902
|
|
||||||
Payments on revolving credit facilities
|
(67,000
|
)
|
(44,902
|
)
|
—
|
|
—
|
|
—
|
|
(111,902
|
)
|
||||||
Proceeds from exercise of stock options
|
559
|
|
—
|
|
—
|
|
—
|
|
—
|
|
559
|
|
||||||
Payments to net share settle RSU's
|
—
|
|
—
|
|
—
|
|
(1,942
|
)
|
—
|
|
(1,942
|
)
|
||||||
Net proceeds from issuance of common stock
|
11,167
|
|
—
|
|
—
|
|
—
|
|
—
|
|
11,167
|
|
||||||
Net cash (used) provided
|
(767,746
|
)
|
—
|
|
112,628
|
|
674,210
|
|
—
|
|
19,092
|
|
||||||
Effect of exchange rate changes on cash and restricted cash
|
—
|
|
(3,415
|
)
|
(243
|
)
|
—
|
|
(3,687
|
)
|
(7,345
|
)
|
||||||
Net increase (decrease) in cash and restricted cash
|
(73,530
|
)
|
(13,864
|
)
|
12,840
|
|
(80
|
)
|
—
|
|
(74,634
|
)
|
||||||
Cash and restricted cash at beginning of period
|
125,927
|
|
48,484
|
|
—
|
|
80
|
|
—
|
|
174,491
|
|
||||||
Cash and restricted cash at end of period
|
$
|
52,397
|
|
$
|
34,620
|
|
$
|
12,840
|
|
$
|
—
|
|
$
|
—
|
|
$
|
99,857
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||||||
(in thousands)
|
CFTC
(1)
|
CURO Intermediate
(1)
|
Subsidiary Guarantors
|
Subsidiary
Non-Guarantors
|
SPV Subs
(1)
|
Eliminations
|
CFTC
Consolidated |
CURO
|
CURO Consolidated
|
||||||||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash provided (used)
|
$
|
(264,670
|
)
|
$
|
447,027
|
|
$
|
175,213
|
|
$
|
68,973
|
|
$
|
98,075
|
|
$
|
(3,514
|
)
|
$
|
521,104
|
|
$
|
(86,200
|
)
|
$
|
434,904
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Purchase of property, equipment and software
|
—
|
|
—
|
|
(7,406
|
)
|
(2,351
|
)
|
—
|
|
—
|
|
(9,757
|
)
|
—
|
|
(9,757
|
)
|
|||||||||
Originations of loans, net
|
—
|
|
—
|
|
(177,687
|
)
|
(89,554
|
)
|
(150,253
|
)
|
—
|
|
(417,494
|
)
|
—
|
|
(417,494
|
)
|
|||||||||
Cash paid for Zibby Investment
|
(5,600
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(5,600
|
)
|
—
|
|
(5,600
|
)
|
|||||||||
Net cash provided (used)
|
(5,600
|
)
|
—
|
|
(185,093
|
)
|
(91,905
|
)
|
(150,253
|
)
|
—
|
|
(432,851
|
)
|
—
|
|
(432,851
|
)
|
|||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Proceeds from Non-Recourse U.S. SPV facility and ABL facility
|
—
|
|
1,590
|
|
—
|
|
—
|
|
58,540
|
|
—
|
|
60,130
|
|
—
|
|
60,130
|
|
|||||||||
Payments on Non-Recourse U.S. SPV facility and ABL facility
|
—
|
|
(24,996
|
)
|
—
|
|
—
|
|
(2,261
|
)
|
—
|
|
(27,257
|
)
|
—
|
|
(27,257
|
)
|
|||||||||
Proceeds from issuance of 12.00% Senior Secured Notes
|
601,054
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
601,054
|
|
—
|
|
601,054
|
|
|||||||||
Proceeds from revolving credit facilities
|
35,000
|
|
—
|
|
—
|
|
8,084
|
|
—
|
|
—
|
|
43,084
|
|
—
|
|
43,084
|
|
|||||||||
Payments on revolving credit facilities
|
(35,000
|
)
|
—
|
|
—
|
|
(8,084
|
)
|
—
|
|
—
|
|
(43,084
|
)
|
—
|
|
(43,084
|
)
|
|||||||||
Payments on 10.75% Senior Secured Notes
|
—
|
|
(426,034
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(426,034
|
)
|
—
|
|
(426,034
|
)
|
|||||||||
Dividends (paid) received to/from CURO Group Holdings Corp.
|
(312,083
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(312,083
|
)
|
312,083
|
|
—
|
|
|||||||||
Payments on Cash Pay Senior Notes
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(125,000
|
)
|
(125,000
|
)
|
|||||||||
Dividends paid to stockholders
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(182,000
|
)
|
(182,000
|
)
|
|||||||||
Proceeds from issuance of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
81,117
|
|
81,117
|
|
|||||||||
Debt issuance costs paid
|
(18,701
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(18,701
|
)
|
—
|
|
(18,701
|
)
|
|||||||||
Net cash provided (used)
|
270,270
|
|
(449,440
|
)
|
—
|
|
—
|
|
56,279
|
|
—
|
|
(122,891
|
)
|
86,200
|
|
(36,691
|
)
|
|||||||||
Effect of exchange rate changes on cash and restricted cash
|
—
|
|
—
|
|
—
|
|
4,262
|
|
—
|
|
3,514
|
|
7,776
|
|
—
|
|
7,776
|
|
|||||||||
Net increase (decrease) in cash and restricted cash
|
—
|
|
(2,413
|
)
|
(9,880
|
)
|
(18,670
|
)
|
4,101
|
|
—
|
|
(26,862
|
)
|
—
|
|
(26,862
|
)
|
|||||||||
Cash and restricted cash at beginning of period
|
—
|
|
2,413
|
|
128,936
|
|
67,154
|
|
2,770
|
|
—
|
|
201,273
|
|
80
|
|
201,353
|
|
|||||||||
Cash and restricted cash at end of period
|
$
|
—
|
|
$
|
—
|
|
$
|
119,056
|
|
$
|
48,484
|
|
$
|
6,871
|
|
$
|
—
|
|
$
|
174,411
|
|
$
|
80
|
|
$
|
174,491
|
|
(1) Consolidating schedules presented separately for (i) CFTC as the issuer of the 12.00% Senior Secured Notes that were redeemed in August 2018, (ii) CURO Intermediate as the issuer of the 10.75% Senior Secured Notes that were redeemed in February 2017 and (iii) U.S. SPV as the issuer of the Non-Recourse U.S. SPV Facility that was extinguished in October 2018.
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||||||
(in thousands)
|
CFTC
(1)
|
CURO Intermediate
(1)
|
Subsidiary Guarantors
|
Subsidiary
Non-Guarantors |
SPV Subs
(1)
|
Eliminations
|
CFTC
Consolidated
|
CURO
|
CURO
Consolidated |
||||||||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net cash provided (used)
|
$
|
20
|
|
$
|
29,400
|
|
$
|
157,903
|
|
$
|
96,166
|
|
$
|
47,899
|
|
$
|
(627
|
)
|
$
|
330,761
|
|
$
|
(1,402
|
)
|
$
|
329,359
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Purchase of property, equipment and software
|
(20
|
)
|
—
|
|
(10,105
|
)
|
(5,901
|
)
|
—
|
|
—
|
|
(16,026
|
)
|
—
|
|
(16,026
|
)
|
|||||||||
Originations of loans, net
|
—
|
|
—
|
|
(81,711
|
)
|
(68,436
|
)
|
(131,500
|
)
|
—
|
|
(281,647
|
)
|
—
|
|
(281,647
|
)
|
|||||||||
Net cash provided (used)
|
(20
|
)
|
—
|
|
(91,816
|
)
|
(74,337
|
)
|
(131,500
|
)
|
—
|
|
(297,673
|
)
|
—
|
|
(297,673
|
)
|
|||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Proceeds from credit facility
|
—
|
|
30,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
30,000
|
|
—
|
|
30,000
|
|
|||||||||
Payments on credit facility
|
—
|
|
(38,050
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(38,050
|
)
|
—
|
|
(38,050
|
)
|
|||||||||
Deferred financing costs
|
—
|
|
—
|
|
—
|
|
—
|
|
(5,346
|
)
|
—
|
|
(5,346
|
)
|
—
|
|
(5,346
|
)
|
|||||||||
Proceeds from Non-Recourse U.S. SPV Facility and ABL facility
|
—
|
|
—
|
|
—
|
|
—
|
|
91,717
|
|
—
|
|
91,717
|
|
—
|
|
91,717
|
|
|||||||||
Purchase of May 2011 Senior Secured notes
|
—
|
|
(18,939
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(18,939
|
)
|
—
|
|
(18,939
|
)
|
|||||||||
Net cash provided (used)
|
—
|
|
(26,989
|
)
|
—
|
|
—
|
|
86,371
|
|
—
|
|
59,382
|
|
—
|
|
59,382
|
|
|||||||||
Effect of exchange rate changes on cash and restricted cash
|
—
|
|
—
|
|
—
|
|
(2,666
|
)
|
—
|
|
627
|
|
(2,039
|
)
|
—
|
|
(2,039
|
)
|
|||||||||
Net increase in cash and restricted cash
|
—
|
|
2,411
|
|
66,087
|
|
19,163
|
|
2,770
|
|
—
|
|
90,431
|
|
(1,402
|
)
|
89,029
|
|
|||||||||
Cash and restricted cash at beginning of period
|
—
|
|
2
|
|
62,849
|
|
47,991
|
|
—
|
|
—
|
|
110,842
|
|
1,482
|
|
112,324
|
|
|||||||||
Cash and restricted cash at end of period
|
$
|
—
|
|
$
|
2,413
|
|
$
|
128,936
|
|
$
|
67,154
|
|
$
|
2,770
|
|
$
|
—
|
|
$
|
201,273
|
|
$
|
80
|
|
$
|
201,353
|
|
(1) Consolidating schedules presented separately for (i) CFTC as the issuer of the 12.00% Senior Secured Notes that were redeemed in August 2018, (ii) CURO Intermediate as the issuer of the 10.75% Senior Secured Notes that were redeemed in February 2017 and (iii) U.S. SPV as the issuer of the Non-Recourse U.S. SPV Facility that was extinguished in October 2018.
|
|
2018
|
|||||||||||
(dollars in thousands, except per share amounts)
|
First Quarter
|
Second Quarter
|
Third Quarter
(1)
|
Fourth Quarter
|
||||||||
|
|
|
|
|
||||||||
Revenue
|
$
|
261,758
|
|
$
|
248,983
|
|
$
|
283,004
|
|
$
|
300,566
|
|
Provision for losses
|
81,031
|
|
91,986
|
|
134,523
|
|
135,692
|
|
||||
Net revenue
|
$
|
180,727
|
|
$
|
156,997
|
|
$
|
148,481
|
|
$
|
164,874
|
|
Total cost of providing services
|
$
|
71,482
|
|
$
|
76,585
|
|
$
|
84,497
|
|
$
|
77,618
|
|
Gross margin
|
$
|
109,245
|
|
$
|
80,412
|
|
$
|
63,984
|
|
$
|
87,256
|
|
Net income (loss)
|
$
|
23,292
|
|
$
|
15,975
|
|
$
|
(47,022
|
)
|
$
|
(14,298
|
)
|
Basic earnings (loss) per share
|
$
|
0.51
|
|
$
|
0.35
|
|
$
|
(1.03
|
)
|
$
|
(0.31
|
)
|
Diluted earnings (loss) per share
|
$
|
0.49
|
|
$
|
0.33
|
|
$
|
(1.03
|
)
|
$
|
(0.31
|
)
|
Basic weighted average shares outstanding
|
45,506
|
|
45,650
|
|
45,853
|
|
46,158
|
|
||||
Diluted weighted average shares outstanding
|
47,416
|
|
47,996
|
|
45,853
|
|
46,158
|
|
||||
(1) As of December 31, 2018, we have made certain insignificant adjustments to previously-reported Earnings Per Share ("EPS") to correctly reflect the effect of anti-dilutive shares on diluted EPS calculations in accordance with ASC 260. These changes were immaterial to the overall EPS calculation. Diluted loss per share for the three months ended September 30, 2018 of $0.97 was corrected to $1.03.
|
|
2017
|
|||||||||||
(dollars in thousands, except per share amounts)
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
||||||||
|
|
|
|
|
||||||||
Revenue
|
$
|
224,580
|
|
$
|
216,944
|
|
$
|
255,119
|
|
$
|
266,990
|
|
Provision for losses
|
61,736
|
|
65,446
|
|
99,341
|
|
99,703
|
|
||||
Net revenue
|
$
|
162,844
|
|
$
|
151,498
|
|
$
|
155,778
|
|
167,287
|
|
|
Total cost of providing services
|
$
|
67,939
|
|
$
|
69,496
|
|
$
|
75,612
|
|
75,123
|
|
|
Gross margin
|
$
|
94,905
|
|
$
|
82,002
|
|
$
|
80,166
|
|
92,164
|
|
|
Net income
|
$
|
16,638
|
|
$
|
16,342
|
|
$
|
9,763
|
|
$
|
6,410
|
|
Basic earnings per share
|
$
|
0.44
|
|
$
|
0.43
|
|
$
|
0.26
|
|
$
|
0.16
|
|
Diluted earnings per share
|
$
|
0.43
|
|
$
|
0.42
|
|
$
|
0.25
|
|
$
|
0.16
|
|
Basic weighted average shares outstanding
|
37,895
|
|
37,895
|
|
37,908
|
|
39,706
|
|
||||
Diluted weighted average shares outstanding
|
38,959
|
|
38,987
|
|
38,914
|
|
40,524
|
|
i.
|
We improperly considered future recoveries on charged-off loans as one of the inputs to our evaluation of the adequacy of the allowance for loan losses in the second and third quarters of 2018. This was one of several factors and inputs used to estimate the allowance for loan losses. We changed our estimate for our Allowance for Loan Losses as described
|
ii.
|
In prior years, we improperly classified cash outflows and inflows related to principal on loans to customers within our Statement of Cash Flows as operating cash flows rather than investing cash flows. Net cash outflows for loan originations and receipts on collections of principal of
$417.5 million
and
$278.6 million
have been reclassified from "Net cash provided by operating activities" to "Net cash used in investing activities" for the years ended December 31, 2017 and 2016, respectively, to conform to the current year presentation. Upon reclassifying these cash outflows and inflows as described in Note 1, "Summary of Significant Accounting Policies and Nature of Operations" to our Consolidated Financial Statements contained in Item 8., "Financial Statements and Supplementary Data" above to comply with the provisions of ASC 230-10-45-12 and -13,
Statement of Cash Flows
, we analyzed the out-of-period adjustments under SEC Staff Accounting Bulletin No. 99,
Materiality,
and determined that the reclassification was not material to previously issued financial statements. This change in classification did not impact total cash flows.
|
iii.
|
We improperly evaluated the contingent liability related to the Redress Claims in our Current Report on Form 8-K filed on January 31, 2019. Our results of operations included a $30.3 million expense comprised of (i) a proposed $23.6 million fund to settle historical redress claims and (ii) $6.7 million in advisory and other costs that would be required to execute the proposed SOA. We subsequently concluded that pursuant to ASC 450-20-55-36,
Contingencies
, the SOA did not represent an estimate of loss for the redress loss contingency but instead was offered in ongoing negotiation of a potential compromised settlement with creditors. Therefore, the SOA should not have been the basis for measuring our contingent liability for customer redress claims as of December 31, 2018. Our Form 8-K filed March 1, 2019 appropriately included $4.6 million of fourth quarter 2018 redress costs and related charges, which included the low end of our estimated range of losses as of December 31, 2018.
|
i.
|
Implementation of annual control requiring review of the Allowance for Loan Loss model by an independent third party;
|
ii.
|
Implementation of a quarterly control to ensure any changes to inputs utilized in the estimation of the allowance for loan losses are reviewed and approved by our executive management team;
|
iii.
|
Continued evaluation and enhancement of internal technical accounting capabilities augmented by the use of third-party advisors and consultants to assist with areas requiring specialized technical accounting expertise and review by management; and
|
iv.
|
Development and implementation of technical accounting training, led by appropriate technical accounting experts, to enhance awareness and understanding of standards and principles related to relevant complex technical accounting topics
|
(1)
|
Consolidated Financial Statements
|
|
|
|
The consolidated financial statements and related notes, together with the report of Grant Thornton LLP, appear in Part II, Item 8, Financial Statements and Supplementary Data, of this Form 10-K.
The consolidated financial statements consist of the following:
|
|
|
|
Consolidated Balance Sheets as of December 31, 2018 and 2017
|
|
|
|
Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
Consolidated Statements of Changes in Equity for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
(2)
|
Consolidated Financial Statement Schedules
|
|
|
|
All schedules have been omitted because they are not applicable, are insignificant or the required information is shown in the consolidated financial statements or notes thereto.
|
|
|
(3)
|
Exhibits
|
|
|
|
The exhibits are listed on the Exhibit Index.
|
Exhibit
Number |
Description
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
10.4
|
|
|
|
10.5
|
|
|
|
10.6
|
|
|
|
10.7
|
|
|
|
10.8
|
|
|
|
10.9
|
Exhibit
Number |
Description
|
|
|
10.10
|
|
|
|
10.11
|
|
|
|
10.12
|
|
|
|
10.13
|
|
|
|
10.14
|
|
|
|
10.15
|
|
|
|
10.16
|
|
|
|
10.17
|
|
|
|
10.18
|
|
|
|
10.19
|
|
|
|
10.20
|
|
|
|
10.21
|
|
|
|
10.22
|
|
|
|
10.23
|
|
|
|
10.24
|
|
|
|
Exhibit
Number |
Description
|
10.25
|
|
|
|
10.26
|
|
|
|
10.27
|
|
|
|
10.28
|
|
|
|
10.29
|
|
|
|
10.30
|
|
|
|
10.31
|
|
|
|
10.32
|
|
|
|
10.33
|
|
|
|
10.34
|
|
|
|
10.35
|
|
|
|
10.36
|
|
|
|
10.37
|
|
|
|
10.38
|
|
|
|
10.39
|
|
|
|
10.40
|
|
|
|
Exhibit
Number |
Description
|
10.41
|
|
|
|
10.42
|
|
|
|
10.43
|
|
|
|
10.44
|
|
|
|
10.45
|
|
|
|
10.46
|
|
|
|
10.47
|
|
|
|
10.48
|
|
|
|
10.49
|
|
|
|
10.50
|
|
|
|
10.51
|
|
|
|
10.52
|
|
|
|
10.53
|
|
|
|
10.54
|
|
|
|
10.55
|
|
|
|
10.56
|
|
|
|
10.57
|
|
|
|
10.58
|
|
|
|
10.59
|
|
|
|
Exhibit
Number |
Description
|
23.1
|
|
|
|
24.1
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
+
|
Indicates management contract or compensatory plan, contract or arrangement.
|
¥
|
Confidential treatment pursuant to Rule 406 under the Securities Act or Rule 24b-2 under the Exchange Act, as applicable, has been granted as to certain portions of this exhibit, which portions were omitted and submitted separately to the Securities and Exchange Commission in a confidential treatment request.
|
/s/ Don Gayhardt
|
|
Don Gayhardt
|
|
President, Chief Executive Officer and a Director
|
|
(Principal Executive Officer)
|
|
March 18, 2019
|
|
|
|
/s/ Roger Dean
|
|
Roger Dean
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
March 18, 2019
|
|
|
|
/s/ David Strano
|
|
David Strano
|
|
Vice President and Chief Accounting Officer
|
|
(Principal Accounting Officer)
|
|
March 18, 2019
|
|
|
|
*
|
|
Doug Rippel
|
|
Executive Chairman of Board of Directors
|
|
March 18, 2019
|
|
|
|
*
|
|
Chad Faulkner
|
|
Director
|
|
March 18, 2019
|
|
|
|
*
|
|
Mike McKnight
|
|
Director
|
|
March 18, 2019
|
|
|
|
|
|
*
|
|
Chris Masto
|
|
Director
|
|
March 18, 2019
|
|
|
|
*
|
|
Karen Winterhof
|
|
Director
|
|
March 18, 2019
|
|
|
|
*
|
|
Andrew Frawley
|
|
Director
|
|
March 18, 2019
|
|
|
|
*
|
|
Dale E. Williams
|
|
Director
|
|
March 18, 2019
|
|
|
|
*
|
|
David M. Kirchheimer
|
|
Director
|
|
March 18, 2019
|
|
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