enva-10q_20190331.htm

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

33,726,665 of the Registrant’s common shares, $.00001 par value, were outstanding as of April 29, 2019.

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You should not place undue reliance on these statements. These forward-looking statements give current expectations or forecasts of future events and reflect the views and assumptions of senior management with respect to the business, financial condition, operations and prospects of Enova International, Inc. and its subsidiaries (collectively, the “Company”). When used in this report, terms such as “believes,” “estimates,” “should,” “could,” “would,” “plans,” “expects,” “intends,” “anticipates,” “may,” “forecast,” “project” and similar expressions or variations as they relate to the Company or its management are intended to identify forward-looking statements. Forward-looking statements address matters that involve risks and uncertainties that are beyond the ability of the Company to control and, in some cases, predict. Accordingly, there are or will be important factors that could cause the Company’s actual results to differ materially from those indicated in these statements. Key factors that could cause the Company’s actual financial results, performance or condition to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, the following:

The foregoing list of factors is not exhaustive and new factors may emerge or changes to these factors may occur that would impact the Company’s business and cause actual results to differ materially from those expressed in any of our forward-looking statements. Additional information regarding these and other factors may be contained in the Company’s filings with the Securities and Exchange Commission (the “SEC”). Readers of this report are encouraged to review all of the Risk Factors contained in the Company’s filings with the SEC to obtain more detail about the Company’s risks and uncertainties. All forward-looking statements involve risks, assumptions and uncertainties. The occurrence of the events described, and the achievement of the expected results, depends on many events, some or all of which are not predictable or within the Company’s control. If one or more events related to these or other risks or uncertainties materialize, or if management’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. The forward-looking statements in this report are made as of the date of this report, and the Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of this report. All forward-looking statements in this report are expressly qualified in their entirety by the foregoing cautionary statements.

	March 31,						December 31,
	2019			2018			2018
Assets
Cash and cash equivalents⁽¹⁾	$	92,829		$	69,900		$	52,917
Restricted cash⁽¹⁾		25,391			34,765			24,342
Loans and finance receivables, net⁽¹⁾		815,856			703,076			859,946
Income taxes receivable		20,672			—			28,914
Other receivables and prepaid expenses⁽¹⁾		29,354			22,164			29,983
Property and equipment, net		50,522			47,698			49,553
Operating lease right-of-use assets		21,453			—			—
Goodwill		267,013			267,013			267,013
Intangible assets, net		2,987			4,058			3,255
Other assets⁽¹⁾		12,342			9,526			12,262
Total assets	$	1,338,419		$	1,158,200		$	1,328,185
Liabilities and Stockholders' Equity
Accounts payable and accrued expenses⁽¹⁾	$	87,434		$	70,473		$	89,317
Operating lease liabilities		38,731			—			—
Income taxes currently payable		—			257			—
Deferred tax liabilities, net		41,132			17,087			33,171
Long-term debt⁽¹⁾		791,908			754,650			857,929
Total liabilities		959,205			842,467			980,417
Commitments and contingencies (Note 9)
Stockholders' equity:
Common stock, $0.00001 par value, 250,000,000 shares authorized, 35,339,678, 34,340,242 and 34,856,553 shares issued and 33,683,763, 33,862,388 and 33,584,606 outstanding as of March 31, 2019 and 2018 and December 31, 2018, respectively		—			—			—
Preferred stock, $0.00001 par value, 25,000,000 shares authorized, no shares issued and outstanding		—			—			—
Additional paid in capital		51,638			32,671			48,175
Retained earnings		371,086			294,215			336,415
Accumulated other comprehensive loss		(12,251	)		(4,322	)		(13,805	)
Treasury stock, at cost (1,655,915, 477,854 and 1,271,947 shares as of March 31, 2019 and 2018 and December 31, 2018, respectively)		(31,259	)		(6,831	)		(23,017	)
Total stockholders' equity		379,214			315,733			347,768
Total liabilities and stockholders' equity	$	1,338,419		$	1,158,200		$	1,328,185

The following table presents the aggregated assets and liabilities of consolidated VIEs, which are included in the Consolidated Balance Sheets above. The assets in the table below may only be used to settle obligations of consolidated VIEs and are in excess of those obligations. See Note 12 for additional information.

	March 31,				December 31,
	2019		2018		2018
Assets of consolidated VIEs, included in total assets above
Cash and cash equivalents	$	420	$	—	$	210
Restricted cash		23,167		26,746		22,168
Loans and finance receivables, net (includes allowance for losses of $27,227, $24,471 and $27,255 as of March 31, 2019 and 2018 and December 31, 2018, respectively)		280,711		278,272		318,961
Other receivables and prepaid expenses		5,914		1		2,712
Other assets		2,737		155		2,544
Total assets	$	312,949	$	305,174	$	346,595
Liabilities of consolidated VIEs, included in total liabilities above
Accounts payable and accrued expenses	$	2,711	$	1,677	$	3,087
Long-term debt		178,841		214,459		223,368
Total liabilities	$	181,552	$	216,136	$	226,455

	Three Months Ended
	March 31,
	2019			2018
Revenue	$	293,183		$	254,298
Cost of Revenue		139,045			108,553
Gross Profit		154,138			145,745
Expenses
Marketing		23,662			27,736
Operations and technology		29,600			25,538
General and administrative		29,573			26,921
Depreciation and amortization		4,184			3,838
Total Expenses		87,019			84,033
Income from Operations		67,119			61,712
Interest expense, net		(19,500	)		(19,673	)
Foreign currency transaction loss		(143	)		(2,088	)
Loss on early extinguishment of debt		(2,321	)		(4,710	)
Income before Income Taxes		45,155			35,241
Provision for income taxes		10,138			7,343
Net Income	$	35,017		$	27,898
Earnings Per Share:
Earnings per common share:
Basic	$	1.05		$	0.83
Diluted	$	1.02		$	0.81
Weighted average common shares outstanding:
Basic		33,481			33,669
Diluted		34,421			34,572

										Accumulated
					Additional					Other									Total
	Common Stock				Paid in		Retained			Comprehensive			Treasury Stock, at cost						Stockholders'
	Shares		Amount		Capital		Earnings			Loss			Shares			Amount			Equity
Balance at December 31, 2017		33,933	$	—	$	29,781	$	264,695		$	(7,086	)		(428	)	$	(5,703	)	$	281,687
Stock-based compensation expense		—		—		2,433		—			—			—			—			2,433
Shares issued for vested RSUs		376		—		—		—			—			—			—			—
Shares issued for stock option exercises		31		—		457		—			—			—			—			457
Net income		—		—		—		27,898			—			—			—			27,898
Foreign currency translation gain, net of tax		—		—		—		—			4,386			—			—			4,386
Purchases of treasury shares, at cost		—		—		—		—			—			(50	)		(1,128	)		(1,128	)
Reclassification of certain deferred tax effects		—		—		—		1,622			(1,622	)		—			—			—
Balance at March 31, 2018		34,340	$	—	$	32,671	$	294,215		$	(4,322	)		(478	)	$	(6,831	)	$	315,733

Balance at December 31, 2018		34,857	$	—	$	48,175	$	336,415		$	(13,805	)		(1,272	)	$	(23,017	)	$	347,768
Stock-based compensation expense		—		—		3,074		—			—			—			—			3,074
Shares issued for vested RSUs		427		—		—		—			—			—			—			—
Shares issued for stock option exercises		56		—		389		—			—			—			—			389
Net income		—		—		—		35,017			—			—			—			35,017
Foreign currency translation gain, net of tax		—		—		—		—			1,554			—			—			1,554
Purchases of treasury shares, at cost		—		—		—		—			—			(384	)		(8,242	)		(8,242	)
Cumulative effect of accounting change (Note 1)		—		—		—		(346	)		—			—			—			(346	)
Balance at March 31, 2019		35,340	$	—	$	51,638	$	371,086		$	(12,251	)		(1,656	)	$	(31,259	)	$	379,214

	Three Months Ended
	March 31,
	2019			2018
Cash Flows from Operating Activities
Net Income	$	35,017		$	27,898
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,184			3,838
Amortization of deferred loan costs and debt discount		1,755			1,541
Cost of revenue		139,045			108,553
Stock-based compensation expense		3,074			2,433
Loss on early extinguishment of debt		2,321			4,710
Lease termination and cease-use costs		370			—
Deferred income taxes, net		7,560			3,388
Other		—			55
Changes in operating assets and liabilities:
Finance and service charges on loans and finance receivables		2,250			2,346
Other receivables and prepaid expenses		1,123			2,015
Operating leases, net		(365	)		—
Accounts payable and accrued expenses		(24,794	)		(8,124	)
Current income taxes		49,540			4,349
Net cash provided by operating activities		221,080			153,002
Cash Flows from Investing Activities
Loans and finance receivables originated or acquired		(371,126	)		(378,099	)
Loans and finance receivables repaid		271,855			270,018
Purchases of property and equipment		(4,884	)		(3,349	)
Other investing activities		—			24
Net cash used in investing activities		(104,155	)		(111,406	)
Cash Flows from Financing Activities
Borrowings under revolving line of credit		45,000			32,000
Repayments under revolving line of credit		(67,000	)		(24,000	)
Borrowings under securitization facilities		37,800			55,300
Repayments under securitization facilities		(84,090	)		(49,581	)
Repayments of senior notes		—			(50,000	)
Debt issuance costs paid		(378	)		—
Debt prepayment penalty paid		(1,392	)		(3,656	)
Proceeds from exercise of stock options		389			457
Treasury shares purchased		(8,242	)		(1,128	)
Net cash used in financing activities		(77,913	)		(40,608	)
Effect of exchange rates on cash, cash equivalents and restricted cash		1,949			5,533
Net increase in cash, cash equivalents and restricted cash		40,961			6,521
Cash, cash equivalents and restricted cash at beginning of year		77,259			98,144
Cash, cash equivalents and restricted cash at end of period	$	118,220		$	104,665

Supplemental Disclosures
Loans and finance receivables renewed	$	71,420		$	84,544

The Company operates an internet-based lending platform to serve customers in need of cash to fulfill their financial responsibilities. Through a network of direct and indirect marketing channels, the Company offers funds to its customers through a variety of unsecured loan and finance receivable products. The business is operated primarily through the internet to provide convenient, fully-automated financial solutions to its customers. The Company originates, arranges, guarantees or purchases consumer loans and provides financing to small businesses through a line of credit account, installment loan or receivables purchase agreement product (“RPAs”). Consumer loans include short-term loans, line of credit accounts and installment loans. RPAs represent a right to receive future receivables from a small business. “Loans and finance receivables” include consumer loans, small business lines of credit, small business installment loans and RPAs.

The consolidated financial statements of the Company reflect the historical results of operations and cash flows of the Company during each respective period. The consolidated financial statements include goodwill and intangible assets arising from businesses previously acquired. The financial information included herein may not be indicative of the consolidated financial position, operating results, changes in stockholders’ equity and cash flows of the Company in the future. Intercompany transactions are eliminated.

The Company consolidates any variable interest entity (“VIE”) where it has been determined it is the primary beneficiary. The primary beneficiary is the entity which has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance as well as the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE.

The consolidated financial statements presented as of March 31, 2019 and 2018 and for the three-month periods ended March 31, 2019 and 2018 are unaudited but, in management’s opinion, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for such interim periods. Operating results for the three-month period are not necessarily indicative of the results that may be expected for the full fiscal year.

These consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 and related notes, which are included on Form 10-K filed with the SEC on February 27, 2019.

The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the consolidated balance sheet (in thousands):

In May 2009 and October 2009, the Company began providing services in Australia and Canada under the brand name DollarsDirect. Due to the small size of the Australian and Canadian markets and our limited operations there, we decided to exit those markets in 2016 and reallocate our resources to our other existing businesses. As a result, we stopped originating loans in those countries and have wound down our loan portfolios. During the quarter ended March 31, 2018, the Company continued the liquidation process of the legal entities related to Australia and Canada and recorded a $2.3 million loss to “Foreign currency transaction loss” in the consolidated statements of income to recognize the cumulative translation adjustment balance that had been previously recorded to “Accumulated other comprehensive loss” on the consolidated balance sheets.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016‑02, Leases (Topic 842) (“ASU 2016‑02”). ASU 2016‑02 requires lessee recognition on the balance sheet of a right-of-use asset and a lease liability, initially measured at the present value of the lease payments. It further requires recognition in the income statement of a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis. It also requires classification of all cash payments within operating activities in the statement of cash flows. In July 2018, the FASB issued ASU 2018‑11, Leases (Topic 842): Targeted Improvements (“ASU 2018‑11”), which provides targeted improvements to ASU 2016‑02 by providing an additional optional transition method and a lessor practical expedient for lease and non-lease components. In March 2019, the FASB issued ASU 2019‑01, Leases (Topic 842): Codification Improvements (“ASU 2019‑01”), which clarifies transition disclosures related to ASC 250, Accounting Changes and Error Corrections. ASU 2016‑02 and ASU 2019‑01 became effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2018.

The Company adopted ASU 2016‑02 and ASU 2019‑01 on January 1, 2019 and elected the optional transition method permitted by ASU 2018‑11. The Company elected the package of transition practical expedients, which allows it to not reassess whether any expired or existing contracts are or contain leases and to not reassess the lease classification for existing or expired leases. The Company also elected the practical expedient to not separate lease and associated non-lease components and the short-term lease exception. The following table sets forth the impact of adoption as of January 1, 2019 (in thousands):

In August 2018, the FASB issued ASU 2018‑15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (“ASU 2018‑15”). ASU 2018‑15 requires implementation costs incurred by customers in cloud computing arrangements to be deferred over the noncancellable term of the cloud computing arrangements plus any optional renewal periods (1) that are reasonably certain to be exercised by the customer or (2) for which exercise of the renewal option is controlled by the cloud service provider. The effective date of this pronouncement is for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and early adoption is permitted. The standard can be adopted either using the prospective or retrospective transition approach. The Company does not expect that the adoption of ASU 2018‑15 will have a material effect on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017‑04, Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment (“ASU 2017‑04”) to simplify the accounting for goodwill impairment. ASU 2017‑04 removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017‑04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not expect that the adoption of ASU 2017‑04 will have a material effect on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016‑13, Measurement of Credit Losses on Financial Instruments (“ASU 2016‑13”). The amendments in ASU 2016‑13 replace the incurred loss impairment methodology in current GAAP with a methodology that reflects lifetime expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016‑13 is effective for annual periods beginning after December 15, 2019, and interim periods within

those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is assessing the impact of ASU 2016‑13, which at the date of adoption will increase the allowance for credit losses with a resulting negative adjustment to retained earnings.

Revenue generated from the Company’s loans and finance receivables for the three months ended March 31, 2019 and 2018 was as follows (dollars in thousands):

The Company classifies its loans and finance receivables as either current or delinquent. Short-term loans are considered delinquent when payment of an amount due is not made as of the due date. If a line of credit account or installment loan customer misses one payment, that payment is considered delinquent and the balance of the loan is considered current. If a line of credit account or installment loan customer does not make two consecutive payments, the entire account or loan is classified as delinquent and placed on a non-accrual status. The Company allows for normal payment processing time before considering a loan delinquent but does not provide for any additional grace period.

The Company does not accrue interest on delinquent loans and does not resume accrual of interest on a delinquent loan unless it is returned to current status. In addition, delinquent loans generally may not be renewed, and if, during its attempt to collect on a delinquent loan, the Company allows additional time for payment through a payment plan or a promise to pay, it is still considered delinquent. Generally, all payments received are first applied against accrued but unpaid interest and fees and then against the principal balance of the loan.

The Company monitors the performance of its loan and finance receivable portfolios and maintains either an allowance or liability for estimated losses on loans and finance receivables (including revenue, fees and/or interest) at a level estimated to be adequate to absorb losses inherent in the portfolio. The allowance for losses on the Company’s owned loans and finance receivables reduces the outstanding loans and finance receivables balance in the consolidated balance sheets. Through its CSO programs, the Company provides services related to third-party lenders’ short-term and installment consumer loan products by acting as a credit services organization or credit access business on behalf of consumers in accordance with applicable state laws. The liability for estimated losses related to loans guaranteed under its CSO programs is initially recorded at fair value and is included in “Accounts payable and accrued expenses” in the consolidated balance sheets.

In determining the allowance or liability for estimated losses on loans and finance receivables, the Company applies a documented systematic methodology. In calculating the allowance or liability for receivable losses, outstanding loans and finance receivables are divided into discrete groups of short-term loans, line of credit accounts, installment loans and RPAs and are analyzed as current or delinquent. Increases in either the allowance or the liability, net of charge-offs and recoveries, are recorded as a “Cost of revenue” in the consolidated statements of income.

The allowance or liability for short-term loans classified as current is based on historical loss rates adjusted for recent default trends for current loans. For delinquent short-term loans, the allowance or liability is based on a six-month rolling average of loss rates by stage of collection. For line of credit account, installment loan and RPA portfolios, the Company generally uses either a migration analysis or roll-rate based methodology to estimate losses inherent in the portfolio. The allowance or liability calculation under the migration analysis and roll-rate methodology is based on historical charge-off experience and the loss emergence period, which represents the average amount of time between the first occurrence of a loss event and the charge-off of a loan or RPA. The factors the

Company considers to assess the adequacy of the allowance or liability include past due performance, historical behavior of monthly vintages, underwriting changes and recent trends in delinquency in the migration analysis. The roll-rate methodology is based on delinquency status, payment history and recency factors to estimate future charge-offs.

The Company fully reserves for loans and finance receivables once the receivable or a portion of the receivable has been classified as delinquent for 60 consecutive days and generally charges off loans and finance receivables between 60 and 65 days delinquent. If a loan or finance receivable is deemed uncollectible before it is fully reserved, it is charged off at that point. Loans and finance receivables classified as delinquent generally have an age of one to 64 days from the date any portion of the receivable became delinquent, as defined above. Recoveries on loans and finance receivables previously charged to the allowance are credited to the allowance when collected.

The components of Company-owned loans and finance receivables at March 31, 2019 and 2018 and December 31, 2018 were as follows (dollars in thousands):

	As of March 31, 2019
	Short-term			Line of Credit			Installment Loans and
	Loans			Accounts			RPAs			Total
Current receivables	$	27,872		$	207,395		$	636,278		$	871,545
Delinquent receivables:
Delinquent payment amounts⁽¹⁾		—			8,500			2,600			11,100
Receivables on non-accrual status		21,276			3,084			50,252			74,612
Total delinquent receivables		21,276			11,584			52,852			85,712
Total loans and finance receivables, gross		49,148			218,979			689,130			957,257
Less: Allowance for losses		(15,418	)		(41,362	)		(84,621	)		(141,401	)
Loans and finance receivables, net	$	33,730		$	177,617		$	604,509		$	815,856

	As of March 31, 2018
	Short-term			Line of Credit			Installment Loans and
	Loans			Accounts			RPAs			Total
Current receivables	$	39,339		$	152,114		$	543,435		$	734,888
Delinquent receivables:
Delinquent payment amounts⁽¹⁾		—			6,624			2,143			8,767
Receivables on non-accrual status		26,519			2,185			45,000			73,704
Total delinquent receivables		26,519			8,809			47,143			82,471
Total loans and finance receivables, gross		65,858			160,923			590,578			817,359
Less: Allowance for losses		(19,136	)		(27,120	)		(68,027	)		(114,283	)
Loans and finance receivables, net	$	46,722		$	133,803		$	522,551		$	703,076

	As of December 31, 2018
	Short-term			Line of Credit			Installment Loans and
	Loans			Accounts			RPAs			Total
Current receivables	$	37,558		$	213,896		$	672,538		$	923,992
Delinquent receivables:
Delinquent payment amounts⁽¹⁾		—			10,783			2,696			13,479
Receivables on non-accrual status		30,167			2,884			52,732			85,783
Total delinquent receivables		30,167			13,667			55,428			99,262
Total loans and finance receivables, gross		67,725			227,563			727,966			1,023,254
Less: Allowance for losses		(21,420	)		(51,008	)		(90,880	)		(163,308	)
Loans and finance receivables, net	$	46,305		$	176,555		$	637,086		$	859,946

Changes in the allowance for losses for the Company-owned loans and finance receivables and the liability for losses on the Company’s guarantees of third-party lender-owned loans during the three months ended March 31, 2019 and 2018 were as follows (dollars in thousands):

	Three Months Ended March 31, 2019
	Short-term			Line of Credit			Installment Loans and
	Loans			Accounts			RPAs			Total
Allowance for losses for Company-owned loans and finance receivables:
Balance at beginning of period	$	21,420		$	51,008		$	90,880		$	163,308
Cost of revenue		17,948			37,739			84,260			139,947
Charge-offs		(29,476	)		(51,222	)		(111,840	)		(192,538	)
Recoveries		5,375			3,837			21,076			30,288
Effect of foreign currency translation		151			—			245			396
Balance at end of period	$	15,418		$	41,362		$	84,621		$	141,401
Liability for third-party lender-owned loans:
Balance at beginning of period	$	1,964		$	—		$	202		$	2,166
Decrease in liability		(858	)		—			(44	)		(902	)
Balance at end of period	$	1,106		$	—		$	158		$	1,264

	Three Months Ended March 31, 2018
	Short-term			Line of Credit			Installment Loans and
	Loans			Accounts			RPAs			Total
Allowance for losses for Company-owned loans and finance receivables:
Balance at beginning of period	$	19,917		$	31,148		$	71,979		$	123,044
Cost of revenue		21,167			25,383			62,851			109,401
Charge-offs		(28,485	)		(32,807	)		(81,206	)		(142,498	)
Recoveries		6,272			3,396			14,125			23,793
Effect of foreign currency translation		265			—			278			543
Balance at end of period	$	19,136		$	27,120		$	68,027		$	114,283
Liability for third-party lender-owned loans:
Balance at beginning of period	$	2,105		$	—		$	153		$	2,258
Increase in liability		(844	)		—			(4	)		(848	)
Balance at end of period	$	1,261		$	—		$	149		$	1,410

In connection with its CSO programs, the Company guarantees consumer loan payment obligations to unrelated third-party lenders for short-term and installment loans and is required to purchase any defaulted loans it has guaranteed. The guarantee represents an obligation to purchase specific loans that go into default. As of March 31, 2019 and 2018 and December 31, 2018, the amount of consumer loans guaranteed by the Company was $22.3 million, $26.6 million and $29.7 million, respectively, representing amounts due under consumer loans originated by third-party lenders under the CSO programs. The estimated fair value of the liability for estimated losses on consumer loans guaranteed by the Company of $1.3 million, $1.4 million and $2.2 million, as of March 31, 2019 and 2018 and December 31, 2018, respectively, is included in “Accounts payable and accrued expenses” in the consolidated balance sheets.

In order to leverage its online lending platform, the Company launched a program with a bank in 2016 to provide technology, marketing services, and loan servicing for near-prime unsecured consumer installment loans. Under the program, the Company received marketing and servicing fees while the bank received an origination fee. The bank had the ability to sell the loans it originated to the Company. In May 2018, as a result of a change in the law in Ohio, our bank partner suspended lending and the

Company suspended purchasing loans through this program. The Company plans to continue and grow this program in the future by adding new partners and expanding into additional states.

The Company has operating leases primarily for its corporate headquarters, other offices located in the U.S. and the U.K. and certain equipment. The Company’s leases have remaining lease terms of less than one year to nine years. Certain leases include options to extend the leases for up to five years, while others include options to terminate the leases within one year. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company determines if an arrangement is an operating lease at inception. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. All other operating leases are recorded on the consolidated balance sheet with right-of-use assets representing the right to use the underlying asset for the lease term and lease liabilities representing the obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. If a lease does not provide an implicit rate, the Company uses its incremental secured borrowing rate, adjusted for the maturity date, based on information available at the commencement date in determining the present value of lease payments. Lease agreements with lease and non-lease components are accounted for as a single lease component. The Company’s operating lease expense is recognized on a straight-line basis over the lease term and is recorded in general and administrative expense.

Lease expenses for the three months ended March 31, 2019 were as follows (in thousands):

Future minimum lease payments as of March 31, 2019 are as follows (in thousands):

The weighted-average remaining lease term and discount rate as of March 31, 2019 were as follows:

Supplemental cash flow disclosures related to leases for the three months ended March 31, 2019 were as follows (in thousands):

The Company’s long-term debt instruments and balances outstanding as of March 31, 2019 and 2018 and December 31, 2018 were as follows (dollars in thousands):

Weighted-average interest rates on long-term debt were 9.03% and 9.79% during the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019 and 2018 and December 31, 2018, the Company was in compliance with all covenants and other requirements set forth in the prevailing long-term debt agreements.

On September 19, 2018, the Company issued and sold $375.0 million in aggregate principal amount of 8.50% Senior Notes due 2025 (the “2025 Senior Notes”). The 2025 Senior Notes were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States pursuant to Regulation S under the Securities Act. The 2025 Senior Notes bear interest at a rate of 8.50% annually on the principal amount payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2019. The 2025 Senior Notes were sold at a price of 100%. The 2025 Senior Notes will mature on September 15, 2025. The 2025 Senior Notes are unsecured debt obligations of the Company, and are unconditionally guaranteed by certain of the Company’s domestic subsidiaries.

The 2025 Senior Notes are redeemable at the Company’s option, in whole or in part, (i) at any time prior to September 15, 2021 at 100% of the aggregate principal amount of 2025 Senior Notes redeemed plus the applicable “make whole” premium specified in the indenture that governs the Company’s 2025 Notes (the “2025 Senior Notes Indenture”), plus accrued and unpaid interest, if any, to the redemption date and (ii) at any time on or after September 15, 2021 at the premium, if any, specified in the 2025 Senior Notes Indenture that will decrease over time, plus accrued and unpaid interest, if any, to the redemption date. In addition, prior to September 15, 2021, at its option, the Company may redeem up to 40% of the aggregate principal amount of the 2025 Senior Notes at a redemption price of 108.5% of the aggregate principal amount of 2025 Senior Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with the proceeds of certain equity offerings as described in the 2025 Senior Notes Indenture.

The 2025 Senior Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

The Company used a portion of the net proceeds of the 2025 Senior Notes offering to retire $295.0 million of the remaining outstanding 9.75% senior notes due 2021 (the “2021 Senior Notes) and pay the related accrued interest, premiums, fees and expenses

associated therewith. The remaining amount was intended to be used for general corporate purposes, potentially including working capital and future repurchases of its outstanding debt securities.

On September 1, 2017, the Company issued and sold $250.0 million in aggregate principal amount of 8.50% Senior Notes due 2024 (the “2024 Senior Notes”). The 2024 Senior Notes were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act. The 2024 Senior Notes bear interest at a rate of 8.50% annually on the principal amount payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2018. The 2024 Senior Notes were sold at a price of 100%. The 2024 Senior Notes will mature on September 1, 2024. The 2024 Senior Notes are unsecured debt obligations of the Company, and are unconditionally guaranteed by certain of its domestic subsidiaries.

The 2024 Senior Notes are redeemable at the Company’s option, in whole or in part, (i) at any time prior to September 1, 2020 at 100% of the aggregate principal amount of 2024 Senior Notes redeemed plus the applicable “make whole” premium specified in the indenture that governs the Company’s 2024 Notes (the “2024 Senior Notes Indenture”), plus accrued and unpaid interest, if any, to the redemption date and (ii) at any time on or after September 1, 2020 at the premium, if any, specified in the 2024 Senior Notes Indenture that will decrease over time, plus accrued and unpaid interest, if any, to the redemption date. In addition, prior to September 1, 2020, at its option, the Company may redeem up to 40% of the aggregate principal amount of the 2024 Senior Notes at a redemption price of 108.5% of the aggregate principal amount of 2024 Senior Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with the proceeds of certain equity offerings as described in the 2024 Senior Notes Indenture.

The 2024 Senior Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

The Company used the net proceeds of the 2024 Senior Notes offering to retire a portion of the 2021 Senior Notes, to pay the related accrued interest, premiums, fees and expenses associated therewith and for general corporate purposes.

On February 25, 2019 (the “2019‑1 Closing Date”), the Company and several of its subsidiaries entered into a receivables securitization (the “2019‑1 Facility”) with PCAM Credit II, LLC, as lender (the “2019‑1 Lender”). The 2019‑1 Lender is an affiliate of Park Cities Asset Management, LLC. The 2019‑1 Facility finances Securitization Receivables that have been and will be originated or acquired under the Company’s NetCredit and CashNetUSA brands by several of the Company’s subsidiaries and that meet specified eligibility criteria. Under the 2019‑1 Facility, eligible Securitization Receivables are sold to a wholly-owned subsidiary of the Company (the “2019‑1 Debtor”) and serviced by another subsidiary of the Company.

The 2019‑1 Debtor has issued a delayed draw term note with an initial maximum principal balance of $30.0 million and a revolving note with an initial maximum principal balance of $20.0 million for an aggregate initial maximum principal balance of $50.0 million, which is required to be secured by eligible Securitization Receivables. The 2019‑1 Facility has an accordion feature that, with the consent of the 2019‑1 Lender, allows for the maximum principal balance of the delayed draw term note to increase to $50.0 million and the maximum principal balance of the revolving note to increase to $25.0 million, for an aggregate maximum principal balance of $75.0 million. The 2019‑1 Facility is non-recourse to the Company and matures three years after the 2019‑1 Closing Date. As of March 31, 2019, the total outstanding amount of the 2019‑1 Facility was $12.8 million.

The 2019‑1 Facility is governed by a loan and security agreement, dated as of the 2019‑1 Closing Date, between the 2019‑1 Lender and the 2019‑1 Debtor. The 2019‑1 Facility bears interest at a rate per annum equal to LIBOR (subject to a floor) plus an applicable margin, which applicable margin is initially 9.75%. In addition, the 2019‑1 Debtor is required to pay certain customary upfront closing fees to the 2019‑1 Lender. Interest payments on the 2019‑1 Facility will be made monthly. Subject to certain exceptions, the 2019‑1 Debtor is not permitted to prepay the delayed draw term note prior to two years after the 2019‑1 Closing Date. Following such date, the 2019‑1 Debtor is permitted to voluntarily prepay the 2019‑1 Facility without penalty. The revolving note may be paid in whole or in part at any time after the delayed draw term note has been fully drawn.

All amounts due under the 2019‑1 Facility are secured by all of the 2019‑1 Debtor’s assets, which include the eligible Securitization Receivables transferred to the 2019‑1 Debtor, related rights under the eligible Securitization Receivables, a bank account and certain other related collateral. The Company has issued a limited indemnity to the 2019‑1 Lender for certain “bad acts,” and the Company has agreed for the benefit of the 2019‑1 Lender to meet certain ongoing financial performance covenants.

The 2019‑1 Facility documents contain customary provisions for securitizations, including representations and warranties as to the eligibility of the eligible Securitization Receivables and other matters; indemnification for specified losses not including losses due to the inability of consumers to repay their loans; covenants regarding special purpose entity matters; and default and termination provisions which provide for the acceleration of the 2019‑1 Facility in circumstances including, but not limited to, failure to make payments when due, certain insolvency events, breaches of representations, warranties or covenants, failure to maintain the security interest in the eligible Securitization Receivables, defaults under other material indebtedness of the 2019‑1 Debtor and a default by the Company under its financial performance covenants.

On October 31, 2018 (the “2018‑A Closing Date”), the Company issued $95,000,000 Class A Asset Backed Notes (the “Class A Notes”) and $30,400,000 Class B Asset Backed Notes (the “Class B Notes” and, collectively with the Class A Notes, the “2018‑A Notes”), through an indirect subsidiary. The Class A Notes bear interest at 4.20% and the Class B Notes bear interest at 7.37%. The 2018‑A Notes are backed by a pool of unsecured consumer installment loans (“Securitization Receivables”) and represent obligations of the issuer only. The 2018‑A Notes are not guaranteed by the Company. Under the 2018‑A Notes, Securitization Receivables are sold to a wholly-owned subsidiary of the Company and serviced by another subsidiary of the Company. As of March 31, 2019 and December 31, 2018, the total outstanding amount of the 2018‑A Notes was $80.0 million and $111.4 million, respectively.

The net proceeds of the offering of the 2018‑A Notes on the 2018‑A Closing Date were used to acquire the Securitization Receivables from the Company, fund a reserve account and pay fees and expenses incurred in connection with the transaction.

The 2018‑A Notes were offered only to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act and to certain persons outside of the United States in compliance with Regulation S under the Securities Act. The 2018‑A Notes have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

On October 23, 2018, the Company and several of its subsidiaries entered into a receivables funding agreement (the “2018‑2 Facility”) with Credit Suisse AG, New York Branch, as agent (the “2018‑2 Agent”). The 2018‑2 Facility collateralizes Securitization Receivables that have been and will be originated or acquired under the Company’s NetCredit brand by several of its subsidiaries and that meet specified eligibility criteria in exchange for a revolving note. Under the 2018‑2 Facility, Securitization Receivables are sold to a wholly-owned subsidiary of the Company (the “2018‑2 Debtor”) and serviced by another subsidiary of the Company.

The 2018‑2 Debtor has issued a revolving note with an initial maximum principal balance of $150.0 million, which is required to be secured by 1.25 times the drawn amount in eligible Securitization Receivables. The 2018‑2 Facility is non-recourse to the Company and matures on October 23, 2022. As of March 31, 2019 and December 31, 2018, the total outstanding amount of the 2018‑2 Facility was $50.0 million and $25.0 million, respectively.

The 2018‑2 Facility is governed by a loan and security agreement, dated as of October 23, 2018, between the 2018‑2 Agent, the 2018‑2 Debtor and certain other lenders and agent parties thereto. The 2018‑2 Facility bears interest at a rate per annum equal to one-month LIBOR (subject to a floor) plus an applicable margin, which rate per annum is 3.75%. In addition, the 2018‑2 Debtor paid certain customary upfront closing fees to the 2018‑2 Agent. Interest payments on the 2018‑2 Facility will be made monthly. The 2018‑2 Debtor shall be permitted to prepay the 2018‑2 Facility, subject to certain fees and conditions. Any remaining amounts outstanding will be payable no later than October 23, 2022, the final maturity date.

All amounts due under the 2018‑2 Facility are secured by all of the 2018‑2 Debtor’s assets, which include the Securitization Receivables transferred to the 2018‑2 Debtor, related rights under the Securitization Receivables, a bank account and certain other related collateral.

that provide for the acceleration of the 2018‑2 Facility in circumstances including, but not limited to, failure to make payments when due, servicer defaults, certain insolvency events, breaches of representations, warranties or covenants, failure to maintain the security interest in the Securitization Receivables and defaults under other material indebtedness of the 2018‑2 Debtor.

On July 23, 2018, the Company and several of its subsidiaries entered into a receivables funding agreement (the “2018‑1 Facility”) with Pacific Western Bank, as lender (the “2018‑1 Lender”). The 2018‑1 Facility collateralizes Securitization Receivables that have been and will be originated or acquired under the Company’s NetCredit brand by several of its subsidiaries and that meet specified eligibility criteria in exchange for a revolving note. Under the 2018‑1 Facility, Securitization Receivables are sold to a wholly-owned subsidiary of the Company (the “2018‑1 Debtor”) and serviced by another subsidiary of the Company.

The 2018‑1 Debtor has issued a revolving note with an initial maximum principal balance of $150.0 million, which is required to be secured by 1.25 times the drawn amount in eligible Securitization Receivables. The 2018‑1 Facility is non-recourse to the Company and matures on July 22, 2023. As of March 31, 2019 and December 31, 2018, the total outstanding amount of the 2018‑1 Facility was $36.0 million at both dates.

The 2018‑1 Facility is governed by a loan and security agreement, dated as of July 23, 2018, between the 2018‑1 Lender and the 2018‑1 Debtor. The 2018‑1 Facility bears interest at a rate per annum equal to LIBOR (subject to a floor) plus an applicable margin, which rate per annum is initially 4.00%. In addition, the 2018‑1 Debtor paid certain customary upfront closing fees to the 2018‑1 Lender. Interest payments on the 2018‑1 Facility will be made monthly. The 2018‑1 Debtor shall be permitted to prepay the 2018‑1 Facility, subject to certain fees and conditions. In the event of prepayment for the purposes of securitizations, no fees shall apply. Any remaining amounts outstanding will be payable no later than July 22, 2023, the final maturity date.

All amounts due under the 2018‑1 Facility are secured by all of the 2018‑1 Debtor’s assets, which include the Securitization Receivables transferred to the 2018‑1 Debtor, related rights under the Securitization Receivables, a bank account and certain other related collateral.

The 2018‑1 Facility documents contain customary provisions for securitizations, including: representations and warranties as to the eligibility of the Securitization Receivables and other matters; indemnification for specified losses not including losses due to the inability of consumers to repay their loans; covenants regarding special purpose entity matters; and default and termination provisions which provide for the acceleration of the 2018‑1 Facility in circumstances including, but not limited to, failure to make payments when due, servicer defaults, certain insolvency events, breaches of representations, warranties or covenants, failure to maintain the security interest in the receivables and defaults under other material indebtedness of the 2018‑1 Debtor.

On January 15, 2016, the Company and certain of its subsidiaries entered into a receivables securitization (as amended, the “2016‑1 Facility”) with certain purchasers, Jefferies Funding LLC, as administrative agent (the “2016‑1 Agent”) and Bankers Trust Company, as indenture trustee and securities intermediary (the “Indenture Trustee”). The 2016‑1 Facility securitized Securitization Receivables that were originated or acquired under the Company’s NetCredit brand and that met specified eligibility criteria. Under the 2016‑1 Facility, Securitization Receivables were sold to a wholly-owned special purpose subsidiary (the “2016‑1 Issuer”) and serviced by another subsidiary. The 2016‑1 Facility, as amended on October 20, 2017, provided for a maximum principal amount of $275 million, an initial term note with an initial principal amount of $181.1 million and the ability to subsequently issue term notes thereafter, variable funding notes with an aggregate committed availability of $75 million per quarter with an option to increase the commitment to $90 million and a revolving period of the facility ending in April 2019.

Subject to certain exceptions, the 2016‑1 Issuer was not permitted to prepay or redeem the 2016-1 Facility prior to April 15, 2019, but the 2016-1 Agent, the Indenture Trustee, and the holders of the notes agreed to permit an early repayment. On March 29, 2019, the 2016-1 Facility was repaid in full.

As of March 31, 2018 and December 31, 2018, the carrying amount of the 2016-1 Facility was $199.3 million and $54.9 million, respectively.

On December 1, 2016, the Company and certain of its subsidiaries entered into a receivables securitization (the “2016‑2 Facility”) with Redpoint Capital Asset Funding, LLC, as lender. The 2016‑2 Facility securitized Securitization Receivables that were originated or acquired under the Company’s NetCredit brand by several of the Company’s subsidiaries and that met specified eligibility criteria,

including that the annual percentage rate for each securitized consumer loan was greater than or equal to 90%. Under the 2016‑2 Facility, Securitization Receivables are sold to a wholly-owned subsidiary of the Company and serviced by another subsidiary of the Company. In October 2018, the 2016‑2 Facility was repaid in full and there is no remaining amount available to be borrowed. As of March 31, 2018, the carrying amount of the 2016‑2 Facility was $15.1 million.

On June 30, 2017, the Company and certain of its operating subsidiaries entered into a secured revolving credit agreement with a syndicate of banks including TBK Bank, SSB (“TBK”), as administrative agent and collateral agent, Jefferies Finance LLC and TBK as Joint Lead Arrangers and joint lead bookrunners, and Green Bank, N.A., as lender (as amended the “Credit Agreement”). On April 13, 2018 and October 5, 2018, the Credit Agreement was amended to include Pacific Western Bank and Axos Bank, respectively, as lenders in the syndicate of lenders.

The Credit Agreement is secured by domestic receivables and matures on May 1, 2020. The borrowing limit in the Credit Agreement is $125 million. There were no outstanding borrowings under the Credit Agreement as of March 31, 2019. The Company had outstanding borrowings under the Credit Agreement of $8.0 million and $22.0 million as of March 31, 2018 and December 31, 2018, respectively.

The Credit Agreement provides for a revolving credit line with interest on borrowings under the facility at prime rate plus 1.00%. In addition, the Credit Agreement provides for payment of a commitment fee calculated with respect to the unused portion of the line, and ranges from 0.30% per annum to 0.50% per annum depending on usage. A portion of the revolving credit facility, up to a maximum of $20 million, is available for the issuance of letters of credit. The Company had outstanding letters of credit under the Credit Agreement of $1.2 million, $8.0 million and $1.6 million as of March 31, 2019 and 2018 and December 31, 2018, respectively. The Credit Agreement provides for certain prepayment penalties if it is terminated on or before its first and second anniversary date, subject to certain exceptions.

The Credit Agreement contains certain limitations on the incurrence of additional indebtedness, investments, the attachment of liens to the Company’s property, the amount of dividends and other distributions, fundamental changes to the Company or its business and certain other activities of the Company. The Credit Agreement contains standard financial covenants for a facility of this type based on a leverage ratio and a fixed charge coverage ratio. The Credit Agreement also provides for customary affirmative covenants, including financial reporting requirements, and certain events of default, including payment defaults, covenant defaults and other customary defaults.

On May 30, 2014, the Company issued and sold $500.0 million in aggregate principal amount of 9.75% Senior Notes due 2021. The 2021 Senior Notes bore interest at a rate of 9.75% annually on the principal amount payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2014. The 2021 Senior Notes were sold at a discount of the principal amount to yield 10.0% to maturity and would have matured on June 1, 2021.

During the year ended December 31, 2018 the Company repurchased the remaining $345.0 million of principal amount of the 2021 Senior Notes, which included $50.0 million principal amount of the 2021 Senior Notes for aggregate cash consideration of $53.7 million plus accrued interest during the three months ended March 31, 2018. During the three months ended March 31, 2018 the Company recorded a loss on extinguishment of debt of approximately $4.7 million ($3.7 million net of tax), which is included in “Loss on early extinguishment of debt” in the consolidated statements of income.

The Company’s effective tax rate for the three months ended March 31, 2019, increased to 22.5% from 20.8% for the three months ended March 31, 2018. The increase was attributable to higher nondeductible executive compensation and state taxes.

As of March 31, 2019, the balance of unrecognized tax benefits was $41.3 million ($40.7 million net of the federal benefit of state matters), which is included in “accounts payable and accrued expenses” on the consolidated balance sheet, of which $14.1 million if recognized, would favorably affect the effective tax rate in the period of recognition. The Company had $0.1 million of unrecognized tax benefits as of March 31, 2018. The Company believes it is reasonably possible that, within the next twelve months, unrecognized domestic tax benefits could change by a significant amount. The principal uncertainties are related to the timing of recognition of income and losses related to the Company’s loan portfolio. The Company anticipates a Joint Committee on Taxation review of certain

tax returns that were filed during 2018 in conjunction with the refunds claimed on those returns. During the quarter ended March 31, 2019, the Company received an expected refund from the Internal Revenue Service of $45.7 million. Depending upon the outcome of the review and any related agreements or settlements with the relevant taxing authorities, the amount of the uncertainty, including amounts that would be recognized as a component of the effective tax rate, could change significantly. While the total amount of uncertainty to be resolved is not clear, it is reasonably possible that the uncertainties pertaining to this matter will be resolved in the next twelve months.

The Company’s U.S. tax returns are subject to examination by federal and state taxing authorities. The statute of limitations related to the Company’s consolidated Federal income tax returns is closed for all tax years up to and including 2013. The years open to examination by state, local and foreign government authorities vary by jurisdiction, but the statute of limitation is generally three years from the date the tax return is filed. For jurisdictions that have generated net operating losses, carryovers may be subject to the statute of limitations applicable for the year those carryovers are utilized. In these cases, the period for which the losses may be adjusted will extend to conform with the statute of limitations for the year in which the losses are utilized. In most circumstances, this is expected to increase the length of time that the applicable taxing authority may examine the carryovers by one year or longer, in limited cases.

The following table sets forth the components of accumulated other comprehensive loss, net of tax for the three months ended March 31, 2019 and 2018 (in thousands):

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by giving effect to the potential dilution that could occur if securities or other contracts to issue common shares were exercised and converted into common shares during the period. Restricted stock units issued under the Company’s stock-based employee compensation plans are included in diluted shares upon the granting of the awards even though the vesting of shares will occur over time.

The following table sets forth the reconciliation of numerators and denominators of basic and diluted earnings per share computations for the three months ended March 31, 2019 and 2018 (in thousands, except per share amounts):

For the three months ended March 31, 2019, 720,429 shares of common stock underlying stock options and 6,187 shares of common stock underlying restricted stock units were excluded from the calculation of diluted net income per share because their effect would have been antidilutive. For the three months ended March 31, 2018, 1,191,744 shares of common stock underlying stock options and 296,058 shares of common stock underlying restricted stock units were excluded from the calculation of diluted net income per share because their effect would have been antidilutive.

The Company provides online financial services to non-prime credit consumers and small businesses in the United States, United Kingdom, and Brazil and has one reportable segment, which is composed of the Company’s domestic and international operations and corporate services. The Company has aggregated all components of its business into a single operating segment based on the similarities of the economic characteristics, the nature of the products and services, the nature of the production and distribution methods, the shared technology platforms, the type of customer and the nature of the regulatory environment.

The following tables present information on the Company’s domestic, international operations and corporate services as of and for the three months ended March 31, 2019 and 2018 (dollars in thousands):

	Three Months Ended
	March 31,
	2019			2018
Revenue
Domestic	$	257,988		$	212,966
International		35,195			41,332
Total revenue	$	293,183		$	254,298

Income (loss) from operations
Domestic	$	105,106		$	87,759
International		(7,156	)		1,718
Corporate services		(30,831	)		(27,765	)
Total income from operations	$	67,119		$	61,712

Depreciation and amortization
Domestic	$	2,208		$	1,858
International		398			372
Corporate services		1,578			1,608
Total depreciation and amortization	$	4,184		$	3,838

Expenditures for property and equipment
Domestic	$	2,385		$	1,990
International		912			1,068
Corporate services		1,587			291
Total expenditures for property and equipment	$	4,884		$	3,349

The following table presents the Company’s revenue by geographic region for the three months ended March 31, 2019 and 2018 (dollars in thousands):

The Company’s long-lived assets, which consist of the Company’s property and equipment, were $50.5 million and $47.7 million at March 31, 2019 and 2018, respectively. The operations for the Company’s domestic and international businesses are primarily located within the United States, and the value of any long-lived assets located outside of the United States is immaterial.

On April 23, 2018, the Commonwealth of Virginia, through Attorney General Mark R. Herring, filed a lawsuit in the Circuit Court for the County of Fairfax, Virginia against NC Financial Solutions of Utah, LLC (“NC Utah”), a subsidiary of the Company. The lawsuit alleges violations of the Virginia Consumer Protection Act (“VCPA”) relating to NC Utah’s communications with customers, collections of certain payments, its loan agreements, and the rates it charged to Virginia borrowers. The plaintiff is seeking to enjoin NC Utah from continuing its current lending practices in Virginia, restitution, civil penalties, and costs and expenses in connection with the same. Neither the likelihood of an unfavorable decision nor the ultimate liability, if any, with respect to this matter can be determined at this time, and the Company is currently unable to estimate a range of reasonably possible losses, as defined by ASC 450-20-20, Contingencies–Loss Contingencies–Glossary, for this litigation. The Company carefully considered applicable Virginia law before NC Utah began lending in Virginia and, as a result, believes that the Plaintiff’s claims in the complaint are without merit and intends to vigorously defend this lawsuit.

The Company is also involved in certain routine legal proceedings, claims and litigation matters encountered in the ordinary course of its business. Certain of these matters may be covered to an extent by insurance or by indemnification agreements with third parties. The Company has recorded accruals in its consolidated financial statements for those matters in which it is probable that it has incurred a loss and the amount of the loss, or range of loss, can be reasonably estimated. In the opinion of management, the resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations or liquidity.

The Company periodically uses derivative instruments to manage risk from changes in market conditions that may affect the Company’s financial performance. The Company has primarily used derivative instruments to manage its primary market risks, which are interest rate risk and foreign currency exchange rate risk.

The Company has periodically used forward currency exchange contracts to minimize the effects of foreign currency risk in the United Kingdom and Brazil. The forward currency exchange contracts are non-designated derivatives. Any gain or loss resulting from these contracts is recorded as income or loss and is included in “Foreign currency transaction loss” in the Company’s consolidated statements of income. As of March 31, 2019, the Company did not manage its exposure to risk from foreign currency exchange rate fluctuations through the use of forward currency exchange contracts in the United Kingdom or Brazil.

The Company had no outstanding derivative instruments as of March 31, 2019 and 2018 and December 31, 2018.

The following table presents information on the effect of derivative instruments on the consolidated results of operations and accumulated other comprehensive income (“AOCI”) for the three months ended March 31, 2019 and 2018 (dollars in thousands):

	Gains (Losses)								Gains (Losses)
	Recognized in				Gains (Losses)				Reclassified From
	Income				Recognized in AOCI				AOCI into Income
	Three Months Ended				Three Months Ended				Three Months Ended
	March 31,				March 31,				March 31,
	2019		2018		2019		2018		2019		2018
Non-designated derivatives:
Forward currency exchange contracts⁽¹⁾	$	—	$	243	$	—	$	—	$	—	$	—
Total	$	—	$	243	$	—	$	—	$	—	$	—

The Company has an agreement for direct mail production and fulfillment services with a marketing services company where David Fisher, the Company’s Chief Executive Officer and Chairman of the Board, also serves as a member of the marketing services company’s board of directors. During the three months ended March 31, 2019 and 2018, the Company incurred $2.6 million and $2.8 million, respectively, in expenses related to these services. As of March 31, 2019 and 2018, the Company owed the agency $2.4 million and $0.7 million, respectively, related to services provided.

The Company believes that the transaction described above has been provided on terms no less favorable to the Company than could have been negotiated with non-affiliated third parties.

As part of the Company’s overall funding strategy and as part of its efforts to support its liquidity from sources other than its traditional capital market sources, the Company has established a securitization program through several securitization facilities. The Company transferred certain consumer loan receivables to VIEs which issue notes backed by the underlying consumer loan receivables and are serviced by another wholly owned subsidiary of the Company. The cash flows from the loans held by the VIEs are used to repay obligations under the notes.

The Company is required to evaluate the VIEs for consolidation. The Company has the ability to direct the activities of the VIEs that most significantly impact the economic performance of the entities as the servicer of the securitized loan receivables. Additionally, the Company has the right to receive residual payments, which expose it to potentially significant losses and returns. Accordingly, the Company determined it is the primary beneficiary of the VIEs and is required to consolidate them. The assets and liabilities related to the VIEs are included in the Company’s consolidated financial statements and are accounted for as secured borrowings.

In accordance with ASC 820, Fair Value Measurements and Disclosures, certain of the Company’s assets and liabilities, which are carried at fair value, are classified in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

During the three months ended March 31, 2019 and 2018, there were no transfers of assets or liabilities in or out of Level 1, Level 2 or Level 3 fair value measurements. It is the Company’s policy to value any transfers between levels of the fair value hierarchy based on end of period fair values.

The Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2019 and 2018 and December 31, 2018 are as follows (dollars in thousands):

	March 31,		Fair Value Measurements Using
	2019		Level 1		Level 2		Level 3
Financial assets:
Non-qualified savings plan assets⁽¹⁾	$	2,683	$	2,683	$	—	$	—
Total	$	2,683	$	2,683	$	—	$	—

	March 31,		Fair Value Measurements Using
	2018		Level 1		Level 2		Level 3
Financial assets:
Non-qualified savings plan assets⁽¹⁾	$	2,079	$	2,079	$	—	$	—
Total	$	2,079	$	2,079	$	—	$	—

	December 31,		Fair Value Measurements Using
	2018		Level 1		Level 2		Level 3
Financial assets:
Non-qualified savings plan assets⁽¹⁾		2,052		2,052		—		—
Total	$	2,052	$	2,052	$	—	$	—

The Company measures non-financial assets and liabilities such as property and equipment and intangible assets at fair value on a non-recurring basis or when events or circumstances indicate that the carrying amount of the assets may be impaired. At March 31, 2019 and 2018 and December 31, 2018, there were no assets or liabilities recorded at fair value on a non-recurring basis.

The Company’s financial assets and liabilities as of March 31, 2019 and 2018 and December 31, 2018 that are not measured at fair value in the consolidated balance sheets are as follows (dollars in thousands):

	Balance at
	March 31,		Fair Value Measurements Using
	2019		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	92,829	$	92,829	$	—	$	—
Short-term loans and line of credit accounts, net ⁽¹⁾		211,347		—		—		211,347
Installment loans and RPAs, net ⁽¹⁾⁽³⁾		604,509		—		—		636,932
Restricted cash ⁽⁴⁾		25,391		25,391		—		—
Investment in unconsolidated investee⁽²⁾		6,703		—		—		6,703
Total	$	940,779	$	118,220	$	—	$	854,982
Financial liabilities:
Liability for estimated losses on consumer loans guaranteed by the Company	$	1,264	$	—	$	—	$	1,264
Securitization notes		181,000		—		181,365		—
8.50% senior notes due 2024		250,000		—		235,915		—
8.50% senior notes due 2025		375,000		—		350,593		—
Total	$	807,264	$	—	$	767,873	$	1,264

	Balance at
	March 31,		Fair Value Measurements Using
	2018		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	69,900	$	69,900	$	—	$	—
Short-term loans and line of credit accounts, net ⁽¹⁾		180,525		—		—		180,525
Installment loans and RPAs, net ⁽¹⁾⁽³⁾		522,551		—		—		551,001
Restricted cash ⁽⁴⁾		34,765		34,765		—		—
Investment in unconsolidated investee⁽²⁾		6,703		—		—		6,703
Total	$	814,444	$	104,665	$	—	$	738,229
Financial liabilities:
Liability for estimated losses on consumer loans guaranteed by the Company	$	1,410	$	—	$	—	$	1,410
Promissory note		3,000		—		—		3,327
Revolving line of credit		8,000		—		—		8,000
Securitization notes		217,125		—		220,066		—
9.75% senior notes due 2021		293,044		—		306,260		—
8.50% senior notes due 2024		250,000		—		261,250		—
Total	$	772,579	$	—	$	787,576	$	12,737

	Balance at
	December 31,		Fair Value Measurements Using
	2018		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	52,917	$	52,917	$	—	$	—
Short-term loans and line of credit accounts, net ⁽¹⁾		222,860		—		—		222,860
Installment loans and RPAs, net ⁽¹⁾⁽³⁾		637,086		—		—		670,888
Restricted cash ⁽⁴⁾		24,342		24,342		—		—
Investment in unconsolidated investee⁽²⁾		6,703		—		—		6,703
Total	$	943,908	$	77,259	$	—	$	900,451
Financial liabilities:
Liability for estimated losses on consumer loans guaranteed by the Company	$	2,166	$	—	$	—	$	2,166
Revolving line of credit		22,000		—		—		22,000
Securitization notes		227,288		—		225,474		—
8.50% senior notes due 2024		250,000		—		212,500		—
8.50% senior notes due 2025		375,000		—		306,563		—
Total	$	876,454	$	—	$	744,537	$	24,166

Cash and cash equivalents and restricted cash bear interest at market rates and have maturities of less than 90 days. The carrying amount of restricted cash and cash equivalents approximates fair value.

Short-term loans, line of credit accounts, installment loans and RPAs are carried in the consolidated balance sheet net of the allowance for estimated losses, which is calculated by applying historical loss rates combined with recent default trends to the gross receivable balance. Short-term loans and line of credit accounts have relatively short maturity periods that are generally 12 months or less. The unobservable inputs used to calculate the fair value of these receivables include historical loss rates, recent default trends and estimated remaining loan term; therefore, the carrying value approximates the fair value. The fair value of installment loans and RPAs is estimated using discounted cash flow analyses, which consider interest rates on loans and discounts offered for receivables with similar terms to customers with similar credit quality, the timing of expected payments, estimated customer default rates and/or valuations of comparable portfolios. Unsecured installment loans typically have terms between two and 60 months. RPAs typically have estimated delivery terms between six and 18 months.

The Company measures the fair value of its investment in unconsolidated investee using Level 3 inputs. Because the unconsolidated investee is a private company and financial information is limited, the Company estimates the fair value based on the best available information at the measurement date.

In connection with its CSO programs, the Company guarantees consumer loan payment obligations to unrelated third-party lenders for short-term and installment loans the Company arranges for consumers on the third-party lenders’ behalf and is required to purchase any defaulted loans it has guaranteed. The Company measures the fair value of its liability for third-party lender-owned consumer loans under Level 3 inputs. The fair value of these liabilities is calculated by applying historical loss rates combined with recent default trends to the gross consumer loan balance. The unobservable inputs used to calculate the fair value of these loans include historical loss rates, recent default trends and estimated remaining loan terms; therefore, the carrying value of these liabilities approximates the fair value.

The Company measures the fair value of its revolving line of credit using Level 3 inputs. The Company considered the fair value of its other long-term debt and the timing of expected payment(s).

The fair values of the Company’s Securitization Notes and senior notes are estimated based on quoted prices in markets that are not active, which are deemed Level 2 inputs.

The fair value of the Promissory Note was estimated using a discounted cash flow analysis, which is deemed Level 3.

Subsequent events have been reviewed through the date these financial statements were available to be issued.

The following discussion of financial condition, results of operations, liquidity and capital resources and certain factors that may affect future results, including economic and industry-wide factors, of Enova International, Inc. and its subsidiaries should be read in conjunction with our consolidated financial statements and accompanying notes included under Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2018. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties, and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. Please see “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

We are a leading technology and analytics company focused on providing online financial services. In 2018, we extended approximately $2.5 billion in credit or financing to borrowers. As of March 31, 2019, we offered or arranged loans or draws on lines of credit to consumers in 32 states in the United States and in the United Kingdom and Brazil. We also offered financing to small businesses in all 50 states and Washington D.C. in the United States. We use our proprietary technology, analytics and customer service capabilities to quickly evaluate, underwrite and fund loans or provide financing, allowing us to offer consumers and small businesses credit or financing when and how they want it. Our customers include the large and growing number of consumers who and small businesses which have bank accounts but use alternative financial services because of their limited access to more traditional credit from banks, credit card companies and other lenders. We were an early entrant into online lending, launching our online business in 2004, and through March 31, 2019, we have completed over 48.5 million customer transactions and collected more than 26 terabytes of currently accessible customer behavior data since launch, allowing us to better analyze and underwrite our specific customer base. We have significantly diversified our business over the past several years having expanded the markets we serve and the financing products we offer. These financing products include short-term loans, line of credit accounts, installment loans and receivables purchase agreements (“RPAs”).

We believe our customers highly value our products and services as an important component of their personal or business finances because our products are convenient, quick and often less expensive than other available alternatives. We attribute the success of our business to our advanced and innovative technology systems, the proprietary analytical models we use to predict the performance of loans and finance receivables, our sophisticated customer acquisition programs, our dedication to customer service and our talented employees.

We have developed proprietary underwriting systems based on data we have collected over our 15 years of experience. These systems employ advanced risk analytics to decide whether to approve financing transactions, to structure the amount and terms of the financings we offer pursuant to jurisdiction-specific regulations and to provide customers with their funds quickly and efficiently. Our systems closely monitor collection and portfolio performance data that we use to continually refine the analytical models and statistical measures used in making our credit, purchase, marketing and collection decisions.

Our flexible and scalable technology platform allows us to process and complete customers’ transactions quickly and efficiently. In 2018, we processed approximately 4.3 million transactions, and we continue to grow our loans and finance receivable portfolios and increase the number of customers we serve through desktop, tablet and mobile platforms. Our highly customizable technology platform allows us to efficiently develop and deploy new products to adapt to evolving regulatory requirements and consumer preference, and to enter new markets quickly. In 2012, we launched a new product in the United States designed to serve near-prime customers. In April 2014, we launched On Stride Financial, an installment loan product, in the United Kingdom. In June 2014, we launched our business in Brazil, where we arrange financing for borrowers through a third-party lender. In addition, in July 2014, we introduced a new line of credit product in the United States to serve the needs of small businesses. In June 2015, we further expanded our product offering by acquiring certain assets of a company that provides financing to small businesses by offering RPAs. In May 2017, we expanded products available to small businesses by offering installment loans. These new products are intended to allow us to further diversify our product offerings, customer base and geographic scope. In the three-month period ended March 31, 2019, we derived 88.0% of our total revenue from the United States and 12.0% of our total revenue internationally, with 81.7% of international revenue (representing 9.8% of our total revenue) generated in the United Kingdom.

We have been able to consistently acquire new customers and successfully generate repeat business from returning customers when they need financing. We believe our customers are loyal to us because they are satisfied with our products and services. We acquire new customers from a variety of sources, including visits to our own websites, mobile sites or applications, and through direct marketing, affiliate marketing, lead providers and relationships with other lenders. We believe that the online convenience of our products and our 24/7 availability to accept applications with quick approval decisions are important to our customers.

Once a potential customer submits an application, we quickly provide a credit or purchase decision. If a loan or financing is approved, we or our lending partners typically fund the loan or financing the next business day or, in some cases, the same day. During the entire process, from application through payment, we provide access to our well-trained customer service team. All of our operations, from customer acquisition through collections, are structured to build customer satisfaction and loyalty, in the event that a customer has a need for our products in the future. We have developed a series of sophisticated proprietary scoring models to support our various products. We believe that these models are an integral component of our operations and they allow us to complete a high volume of customer transactions while actively managing risk and the related quality of our loan and finance receivable portfolios. We believe our successful application of these technology innovations differentiates our capabilities relative to competitive platforms as evidenced by our history of strong growth and stable portfolio quality.

Our online financing products and services provide customers with a deposit of funds into their bank account in exchange for a commitment to repay the amount deposited plus fees, interest and/or revenue on the receivables purchased. We originate, arrange, guarantee or purchase short-term consumer loans, line of credit accounts, installment loans and RPAs. We have one reportable segment that includes all of our online financial services.

We have been investing and will continue to invest in the growth of our near-prime installment lending portfolio.

As of March 31, 2019 and 2018, the outstanding amount of active short-term consumer loans originated by third-party lenders under the CSO programs was $18.3 million and $21.4 million, respectively, which were guaranteed by us.

As of March 31, 2019 and 2018, the outstanding amount of active installment loans originated by third-party lenders under the CSO programs was $4.0 million and $5.2 million, respectively, which were guaranteed by us.

Our internet websites and the information contained therein or connected thereto are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q.

On August 14, 2018, Brazil adopted the General Data Privacy Law (Lei Geral de Proteção de Dados Pessoais or “LGPD”). The key provisions of LGPD are quite similar to the European Union’s General Data Protection Regulation (“GDPR”) in that it grants certain rights to data subjects, imposes obligations on companies with regard to the processing of data, and allows authorities to impose substantial fines on companies that violate the law. LGPD was originally anticipated to go into effect on February 15, 2020; however, several amendments to LGPD have been proposed, one of which could delay the effective date of the legislation to August 2020. Compliance with LGPD may increase the cost of conducting business in Brazil, and we could see regulatory compliance costs and enforcement activity once the law goes into effect.

Our financial results for the three-month period ended March 31, 2019, or the current quarter, are summarized below.

The following tables reflect our results of operations for the periods indicated, both in dollars and as a percentage of total revenue (dollars in thousands, except per share data):

	Three Months Ended March 31,
	2019			2018
Revenue
Loans and finance receivables revenue	$	292,870		$	253,792
Other		313			506
Total Revenue		293,183			254,298
Cost of Revenue		139,045			108,553
Gross Profit		154,138			145,745
Expenses
Marketing		23,662			27,736
Operations and technology		29,600			25,538
General and administrative		29,573			26,921
Depreciation and amortization		4,184			3,838
Total Expenses		87,019			84,033
Income from Operations		67,119			61,712
Interest expense, net		(19,500	)		(19,673	)
Foreign currency transaction loss		(143	)		(2,088	)
Loss on early extinguishment of debt		(2,321	)		(4,710	)
Income before Income Taxes		45,155			35,241
Provision for income taxes		10,138			7,343
Net Income	$	35,017		$	27,898
Diluted net income per share	$	1.02		$	0.81

Revenue
Loans and finance receivables revenue		99.9	%		99.8	%
Other		0.1			0.2
Total Revenue		100.0			100.0
Cost of Revenue		47.4			42.7
Gross Profit		52.6			57.3
Expenses
Marketing		8.1			10.9
Operations and technology		10.1			10.0
General and administrative		10.1			10.6
Depreciation and amortization		1.4			1.5
Total Expenses		29.7			33.0
Income from Operations		22.9			24.3
Interest expense, net		(6.7	)		(7.7	)
Foreign currency transaction loss		—			(0.8	)
Loss on early extinguishment of debt		(0.8	)		(1.9	)
Income before Income Taxes		15.4			13.9
Provision for income taxes		3.5			2.9
Net Income		11.9	%		11.0	%

In addition to the financial information prepared in conformity with generally accepted accounting principles (“GAAP”), we provide historical non-GAAP financial information. We believe that presentation of non-GAAP financial information is meaningful and useful in understanding the activities and business metrics of our operations. We believe that these non-GAAP financial measures reflect an additional way of viewing aspects of our business that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business.

We provide non-GAAP financial information for informational purposes and to enhance understanding of our GAAP consolidated financial statements. Readers should consider the information in addition to, but not instead of or superior to, our consolidated financial statements prepared in accordance with GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.

In addition to reporting financial results in accordance with GAAP, we have provided adjusted earnings and adjusted earnings per share, or, collectively, the Adjusted Earnings Measures, which are non-GAAP measures. We believe that the presentation of these measures provides investors with greater transparency and facilitates comparison of operating results across a broad spectrum of companies with varying capital structures, compensation strategies, derivative instruments and amortization methods, which provides a more complete understanding of our financial performance, competitive position and prospects for the future. We also believe that investors regularly rely on non-GAAP financial measures, such as the Adjusted Earnings Measures, to assess operating performance and that such measures may highlight trends in our business that may not otherwise be apparent when relying on financial measures calculated in accordance with GAAP. In addition, we believe that the adjustments shown below are useful to investors in order to allow them to compare our financial results during the periods shown without the effect of each of these expense items.

The following table provides reconciliations between net income and diluted earnings per share calculated in accordance with GAAP to the Adjusted Earnings Measures, which are shown net of tax (in thousands, except per share data):

	Three Months Ended
	March 31,
	2019			2018
Net Income	$	35,017		$	27,898
Adjustments:
Lease termination and cease-use costs		726			—
Loss on early extinguishment of debt		2,321			4,710
Intangible asset amortization		268			267
Stock-based compensation expense		3,074			2,433
Foreign currency transaction loss		143			2,088
Cumulative tax effect of adjustments		(1,519	)		(1,979	)
Discrete tax adjustments		(141	)		—
Adjusted earnings	$	39,889		$	35,417

Diluted earnings per share	$	1.02		$	0.81
Adjustments:
Lease termination and cease-use costs		0.02			—
Loss on early extinguishment of debt		0.07			0.13
Intangible asset amortization		0.01			0.01
Stock-based compensation expense		0.09			0.07
Foreign currency transaction loss		—			0.06
Cumulative tax effect of adjustments		(0.05	)		(0.06	)
Discrete tax adjustments		—			—
Adjusted earnings per share	$	1.16		$	1.02

The table below shows Adjusted EBITDA, which is a non-GAAP measure that we define as earnings excluding depreciation, amortization, interest, foreign currency transaction gains or losses, taxes, and stock-based compensation expense. We believe Adjusted EBITDA is used by investors to analyze operating performance and evaluate our ability to incur and service debt and our capacity for making capital expenditures. Adjusted EBITDA is also useful to investors to help assess our estimated enterprise value. In addition, we believe that the adjustments for loss on early extinguishment of debt and lease termination and cease-use costs shown below are useful to investors in order to allow them to compare our financial results during the periods shown without the effect of the expense items. The computation of Adjusted EBITDA, as presented below, may differ from the computation of similarly-titled measures provided by other companies (in thousands):

	Three Months Ended
	March 31,
	2019			2018
Net Income	$	35,017		$	27,898
Depreciation and amortization expenses		4,184			3,838
Interest expense, net		19,500			19,673
Foreign currency transaction loss		143			2,088
Provision for income taxes		10,138			7,343
Stock-based compensation expense		3,074			2,433
Adjustment:
Lease termination and cease-use costs		370			—
Loss on early extinguishment of debt		2,321			4,710
Adjusted EBITDA	$	74,747		$	67,983

Adjusted EBITDA margin calculated as follows:
Total Revenue	$	293,183		$	254,298
Adjusted EBITDA		74,747			67,983
Adjusted EBITDA as a percentage of total revenue		25.5	%		26.7	%

In addition to reporting financial results in accordance with GAAP, we have provided certain other non-GAAP financial information on a constant currency basis. We operate in the United Kingdom and Brazil. During the current quarter 12.0% of our revenue originated in currencies other than the U.S. Dollar, principally the British Pound Sterling. As a result, changes in our reported revenue and profits include the impacts of changes in foreign currency exchange rates. As additional information to the reader, we provide constant currency assessments in the following discussion and analysis to remove and/or quantify the impact of the fluctuation in foreign exchange rates and utilize constant currency results in our analysis of performance. Our constant currency assessment assumes foreign exchange rates in the current fiscal periods remained the same as in the prior fiscal year periods. All conversion rates below are based on the U.S. Dollar equivalent to one of the applicable foreign currencies:

We believe that our non-GAAP constant currency assessments are a useful measure, as they indicate the actual growth and profitability of our operations.

In addition to reporting loans and finance receivables balance information in accordance with GAAP (see Note 2 in the Notes to Consolidated Financial Statements included in this report), we have provided metrics on a combined basis. The Combined Loans and Finance Receivables Measures are non-GAAP measures that include both loans and RPAs we own or have purchased and loans we guarantee, which are either GAAP items or disclosures required by GAAP. See “—Loan and Finance Receivable Balances,” “—Loans and Finance Receivables Loss Experience” and “—Loans and Finance Receivables Loss Experience by Product” below for reconciliations between Company owned and purchased loans and finance receivables, gross, allowance and liability for losses, cost of revenue and charge-offs (net of recoveries) calculated in accordance with GAAP to the Combined Loans and Finance Receivables Measures.

We believe these non-GAAP measures provide investors with important information needed to evaluate the magnitude of potential receivable losses and the opportunity for revenue performance of the loans and finance receivable portfolio on an aggregate basis. We also believe that the comparison of the aggregate amounts from period to period is more meaningful than comparing only the amounts reflected on our consolidated balance sheet since both revenue and cost of revenue are impacted by the aggregate amount of receivables we own and those we guarantee as reflected in our consolidated financial statements.

Revenue increased $38.9 million, or 15.3%, to $293.2 million for the current quarter as compared to $254.3 million for the prior year quarter. On a constant currency basis, revenue increased by $41.9 million, or 16.5%, for the current quarter compared to the prior year quarter. Our domestic operations contributed an increase of $45.0 million, primarily resulting from a 33.4% increase in line of credit account revenue and a 16.3% increase in installment loan and RPA revenue in the current quarter compared to the prior year quarter driven by strong customer demand for these products. Our international operations decreased $6.1 million (a decrease of $3.1 million on a constant currency basis), primarily resulting from a 42.8% decrease in short-term loan revenue partially offset by a 13.6% increase in installment loan and RPA revenue.

Our gross profit increased by $8.4 million to $154.1 million for the current quarter from $145.7 million for the prior year quarter. On a constant currency basis, gross profit increased by $9.2 million for the current quarter compared to the prior year quarter. Our consolidated gross profit as a percentage of revenue, or our gross profit margin, decreased to 52.6% for the current quarter, from 57.3% for the prior year quarter.

The following tables set forth the components of revenue and gross profit, separated by product and between domestic and international for the current quarter and the prior year quarter (in thousands):

	Three Months Ended March 31,
	2019			2018			$ Change			% Change
Revenue by product:
Short-term loans	$	46,325		$	53,375		$	(7,050	)		(13.2	)%
Line of credit accounts		104,483			78,309			26,174			33.4
Installment loans and RPAs		142,062			122,108			19,954			16.3
Total loans and finance receivables revenue		292,870			253,792			39,078			15.4
Other		313			506			(193	)		(38.1	)
Total revenue	$	293,183		$	254,298		$	38,885			15.3	%

Revenue by product (% to total):
Short-term loans		15.8	%		21.0	%
Line of credit accounts		35.6			30.8
Installment loans and RPAs		48.5			48.0
Total loans and finance receivables revenue		99.9			99.8
Other		0.1			0.2
Total revenue		100.0	%		100.0	%

	Three Months Ended March 31,
	2019			2018			$ Change			% Change
Domestic:
Revenue	$	257,988		$	212,966		$	45,022			21.1	%
Cost of revenue		113,871			88,113			25,758			29.2
Gross profit	$	144,117		$	124,853		$	19,264			15.4
Gross profit margin		55.9	%		58.6	%		(2.7	)%		(4.6	)%
International:
Revenue	$	35,195		$	41,332		$	(6,137	)		(14.8	)%
Cost of revenue		25,174			20,440			4,734			23.2
Gross profit	$	10,021		$	20,892		$	(10,871	)		(52.0	)
Gross profit margin		28.5	%		50.5	%		(22.0	)%		(43.6	)%
Total:
Revenue	$	293,183		$	254,298		$	38,885			15.3	%
Cost of revenue		139,045			108,553			30,492			28.1
Gross profit	$	154,138		$	145,745		$	8,393			5.8
Gross profit margin		52.6	%		57.3	%		(4.7	)%		(8.2	)%

Our loan and finance receivable balance in our consolidated financial statements for March 31, 2019 and 2018 was $957.3 million and $817.4 million, respectively, before the allowance for losses of $141.4 million and $114.3 million, respectively. The combined loan and finance receivable balance includes $22.3 million and $26.6 million as of March 31, 2019 and 2018, respectively, of consumer loan balances that are guaranteed by us but not owned by us, which are not included in our consolidated financial statements for March 31, 2019 and 2018, respectively, before the liability for estimated losses of $1.3 million and $1.4 million provided in “Accounts payable and accrued expenses” in our consolidated financial statements for March 31, 2019 and 2018, respectively.

The ending portfolio balance of company owned loans and finance receivables, net of allowance for losses, increased $112.8 million, or 16.0%, to $815.9 million as of March 31, 2019 from $703.1 million as of March 31, 2018, and the outstanding combined portfolio balance of loans and finance receivables, net of allowance and liability for estimated losses, increased $108.6 million, or 14.9%, to $836.9 million as of March 31, 2019 from $728.3 million as of March 31, 2018, due primarily to increased demand for all of our installment products and, to a lesser extent, our line of credit products. The outstanding loan balance for our domestic near-prime product increased 20.6% in the current quarter compared to the prior year quarter resulting in a domestic near-prime portfolio balance that comprises 46.4% of our total loan and finance receivable portfolio balance while short-term loans comprised approximately 6.9% of our total loan and finance receivable portfolio balance in the current quarter, compared to 10.3% in the prior year quarter. We expect the loan balances for our domestic near-prime installment loan product will continue to comprise a larger percentage of the total loan and finance receivable portfolio, due to customer demand for these products and their longer loan term. Our portfolio of loans and finance receivables serving the needs of small businesses increased to 10.4% in the current quarter from 9.3% in the prior year quarter due to a 30.3% increase in the small business loan and finance receivables balance. See “—Non-GAAP Disclosure—Combined Loans and Finance Receivables” above for additional information related to combined loans and finance receivables.

The following tables summarize loan and finance receivable balances outstanding as of March 31, 2019 and 2018 (in thousands):

	As of March 31,
	2019									2018
				Guaranteed									Guaranteed
	Company			by the						Company			by the
	Owned^(a)			Company^(a)			Combined^(b)			Owned^(a)			Company^(a)			Combined^(b)
Ending loans and finance receivables balances:
Short-term loans	$	49,148		$	18,339		$	67,487		$	65,858		$	21,409		$	87,267
Line of credit accounts		218,979			—			218,979			160,923			—			160,923
Installment loans and RPAs		689,130			3,957			693,087			590,578			5,185			595,763
Total ending loans and finance receivables, gross		957,257			22,296			979,553			817,359			26,594			843,953
Less: Allowance and liabilities for losses^(a)		(141,401	)		(1,264	)		(142,665	)		(114,283	)		(1,410	)		(115,693	)
Total ending loans and finance receivables, net	$	815,856		$	21,032		$	836,888		$	703,076		$	25,184		$	728,260
Allowance and liability for losses as a % of loans and finance receivables, gross		14.8	%		5.7	%		14.6	%		14.0	%		5.3	%		13.7	%

	As of March 31,
	2019						2018
			Guaranteed						Guaranteed
	Company		by the				Company		by the
	Owned^(a)		Company^(a)		Combined^(b)		Owned^(a)		Company^(a)		Combined^(b)
Ending loans and finance receivables:
Total domestic, gross	$	858,149	$	22,296	$	880,445	$	702,818	$	26,594	$	729,412
Total international, gross		99,108		—		99,108		114,541		—		114,541
Total ending loans and finance receivables, gross	$	957,257	$	22,296	$	979,553	$	817,359	$	26,594	$	843,953

The average amount outstanding per loan is calculated as the total combined loans, gross balance at the end of the period divided by the total number of combined loans outstanding at the end of the period. The following table shows the average amount outstanding per loan by product at March 31, 2019 and 2018:

The average amount outstanding per loan increased to $1,567 from $1,412 during the current quarter compared to the prior year quarter, due primarily to a greater mix of installment loans and line of credit accounts, which have higher average amounts outstanding relative to short-term loans, in the current quarter compared to the prior year quarter.

The average loan origination amount is calculated as the total amount of combined loans originated and renewed for the period divided by the total number of combined loans originated and renewed for the period. The following table shows the average loan origination amount by product for the current quarter compared to the prior year quarter:

The average loan origination amount decreased slightly to $557 from $569 during the current quarter compared to the prior year quarter, due primarily to a greater mix of line of credit account draws, which have lower principal amounts than installment and short term loans.

The allowance and liability for estimated losses as a percentage of combined loans and RPAs increased to 14.6% as of March 31, 2019 from 13.7% as of March 31, 2018.

The cost of revenue in the current quarter was $139.1 million, which was composed of $140.0 million related to Company-owned loans and finance receivables offset by a $0.9 million decrease in the liability for estimated losses related to loans we guaranteed through the CSO programs. The cost of revenue in the prior year quarter was $108.6 million, which was composed of $109.4 million related to Company-owned loans and finance receivables offset by a $0.8 million decrease in the liability for estimated losses related to loans we guaranteed through the CSO programs. Total charge-offs, net of recoveries, were $162.3 million and $118.7 million in the current quarter and the prior year quarter, respectively.

The following tables show loan and finance receivable balances and fees receivable and the relationship of the allowance and liability for losses to the combined balances of loans and finance receivables for each of the last five quarters (in thousands):

	2018												2019
	First			Second			Third			Fourth			First
	Quarter			Quarter			Quarter			Quarter			Quarter
Loans and finance receivables:
Gross - Company owned	$	817,359		$	871,915		$	990,368		$	1,023,254		$	957,257
Gross - Guaranteed by the Company^(a)		26,594			28,681			30,106			29,704			22,296
Combined loans and finance receivables, gross^(b)		843,953			900,596			1,020,474			1,052,958			979,553
Allowance and liability for losses on loans and finance receivables		115,693			123,876			153,829			165,474			142,665
Combined loans and finance receivables, net^(b)	$	728,260		$	776,720		$	866,645		$	887,484		$	836,888
Allowance and liability for losses as a % of loans and finance receivables, gross^(b)		13.7	%		13.8	%		15.1	%		15.7	%		14.6	%

We evaluate loss rates for all financing products in our portfolio to determine credit quality and evaluate trends. For our products, we evaluate loans and finance receivables losses as a percentage of the average loan and finance receivable balance outstanding or the average combined loan and finance receivable balance outstanding, whichever is applicable, for each portfolio.

Demand for our short-term loan product in the United States has historically been highest in the third and fourth quarters of each year, corresponding to the holiday season, and lowest in the first quarter of each year, corresponding to our customers’ receipt of income tax refunds.

Our gross profit margin for short-term loans is typically highest in the first quarter of each year, corresponding to the seasonal decline in consumer loan balances outstanding. The cost of revenue as a percentage of the average combined loan balance for short-term loans outstanding is typically lower in the first quarter and generally peaks in the second half of the year with higher loan demand.

The following table includes information related only to short-term loans and shows our loss experience trends for short-term loans for each of the last five quarters (in thousands):

	2018												2019
	First			Second			Third			Fourth			First
	Quarter			Quarter			Quarter			Quarter			Quarter
Short-term loans:
Cost of revenue	$	20,323		$	20,386		$	26,174		$	25,386		$	17,090
Charge-offs (net of recoveries)		22,213			19,626			21,835			26,822			24,101
Average short-term combined loan balance, gross:
Company owned^(a)		71,442			66,171			73,476			72,952			59,848
Guaranteed by the Company^(a)(b)		26,383			23,638			25,913			25,286			22,628
Average short-term combined loan balance, gross^(a)(c)	$	97,825		$	89,809		$	99,389		$	98,238		$	82,476
Ending short-term combined loan balance, gross:
Company owned	$	65,858		$	67,255		$	78,508		$	67,725		$	49,148
Guaranteed by the Company^(b)		21,409			24,764			25,533			25,388			18,339
Ending short-term combined loan balance, gross^(c)	$	87,267		$	92,019		$	104,041		$	93,113		$	67,487
Ending allowance and liability for losses	$	20,397		$	20,744		$	24,981		$	23,384		$	16,524

Short-term loan ratios:
Cost of revenue as a % of average short-term combined loan balance, gross^(a)(c)		20.8	%		22.7	%		26.3	%		25.8	%		20.7	%
Charge-offs (net of recoveries) as a % of average short-term combined loan balance, gross^(a)(c)		22.7	%		21.9	%		22.0	%		27.3	%		29.2	%
Gross profit margin		61.9	%		59.5	%		54.8	%		56.0	%		63.1	%
Allowance and liability for losses as a % of combined loan balance, gross^(c)(d)		23.4	%		22.5	%		24.0	%		25.1	%		24.5	%

The cost of revenue as a percentage of average loan balance for line of credit accounts exhibits a similar quarterly seasonal trend to short-term loan loss rates as the ratio is typically lower in the first quarter and increases throughout the remainder of the year, peaking in the second half of the year with higher loan demand. The gross profit margin is generally lower for line of credit accounts during a growth stage as compared to short-term loans because the highest levels of default are exhibited in the early stages of the account, while revenue is recognized over the term of the account.

The following table includes information related only to line of credit accounts and shows our loss experience trends for line of credit accounts for each of the last five quarters (in thousands):

	2018												2019
	First			Second			Third			Fourth			First
	Quarter			Quarter			Quarter			Quarter			Quarter
Line of credit accounts:
Cost of revenue	$	25,383		$	31,211		$	46,749		$	59,632		$	37,739
Charge-offs (net of recoveries)		29,411			27,281			36,321			50,102			47,385
Average loan balance^(a)		168,118			168,881			200,710			221,721			224,416
Ending loan balance		160,923			181,134			216,624			227,563			218,979
Ending allowance for losses balance	$	27,120		$	31,050		$	41,478		$	51,008		$	41,362

Line of credit account ratios:
Cost of revenue as a % of average loan balance^(a)		15.1	%		18.5	%		23.3	%		26.9	%		16.8	%
Charge-offs (net of recoveries) as a % of average loan balance^(a)		17.5	%		16.2	%		18.1	%		22.6	%		21.1	%
Gross profit margin		67.6	%		60.8	%		52.6	%		44.2	%		63.9	%
Allowance for losses as a % of loan balance^(b)		16.9	%		17.1	%		19.1	%		22.4	%		18.9	%

The cost of revenue as a percentage of average loan and finance receivable balance for installment loans and RPAs is typically more consistent throughout the year as compared to short-term loans and line of credit accounts. Due to the scheduled monthly or bi-weekly payments and delivery of receivables that are inherent with installment loans and RPAs, we do not experience the higher level of repayments in the first quarter for these products as we experience with short-term loans and, to a lesser extent, line of credit accounts.

The gross profit margin is generally lower for the installment loan product than for other loan products, primarily because the highest levels of default are exhibited in the early stages of the loan, while revenue is recognized over the term of the loan. In addition, installment loans and RPAs typically have higher average origination amounts. Another factor contributing to the lower gross profit margin is that the product yield for installment loans and RPAs is typically lower than the yield for the other financing products we offer. As a result, particularly in periods of higher growth for the installment loan and RPA portfolios, which has been the case in recent years, the gross profit margin is typically lower for this product than for our short-term loan and line of credit products. Our average installment combined loan and RPA portfolio balance outstanding at March 31, 2019 increased 20.3% in the current quarter compared to the prior year quarter.

The following table includes information related only to our installment loans and RPAs and shows our loss experience trends for installment loans and RPAs for each of the last five quarters (in thousands):

	2018												2019
	First			Second			Third			Fourth			First
	Quarter			Quarter			Quarter			Quarter			Quarter
Installment loans and RPAs:
Cost of revenue	$	62,847		$	69,897		$	90,840		$	92,172		$	84,216
Charge-offs (net of recoveries)		67,081			64,878			75,261			88,429			90,764
Average installment and RPA combined loan and finance receivable balance, gross:
Company owned^(a)		591,739			605,025			663,387			713,821			714,398
Guaranteed by the Company^(a)(b)		5,760			4,500			4,325			4,279			4,227
Average installment and RPA combined loan and finance receivable balance, gross^(a)(c)	$	597,499		$	609,525		$	667,712		$	718,100		$	718,625
Ending installment and RPA combined loan and finance receivable balance, gross:
Company owned	$	590,578		$	623,526		$	695,236		$	727,966		$	689,130
Guaranteed by the Company^(b)		5,185			3,917			4,573			4,316			3,957
Ending installment and RPA combined loan and finance receivable balance, gross ^(c)	$	595,763		$	627,443		$	699,809		$	732,282		$	693,087
Ending allowance and liability for losses	$	68,176		$	72,082		$	87,370		$	91,082		$	84,779

Installment and RPA loan ratios:
Cost of revenue as a % of average installment and RPA combined loan and finance receivable balance, gross^(a)(c)		10.5	%		11.5	%		13.6	%		12.8	%		11.7	%
Charge-offs (net of recoveries) as a % of average installment and RPA combined loan and finance receivable balance, gross^(a)(c)		11.2	%		10.6	%		11.3	%		12.3	%		12.6	%
Gross profit margin		48.5	%		43.2	%		33.7	%		37.6	%		40.7	%
Allowance and liability for losses as a % of combined loan and finance receivable balance, gross^(c)(d)		11.4	%		11.5	%		12.5	%		12.4	%		12.2	%

Total expenses increased $3.0 million, or 3.6%, to $87.0 million in the current quarter, compared to $84.0 million in the prior year quarter. On a constant currency basis, total expenses increased $4.2 million, or 4.9%, in the current quarter as compared to the prior year quarter.

Marketing expense decreased to $23.6 million in the current quarter compared to $27.8 million in the prior year quarter. The decrease was due primarily to lower volume from lead providers primarily from our international business and lower direct mail costs related to our domestic products.

Operations and technology expense increased to $29.6 million in the current quarter compared to $25.5 million in the prior year quarter, due primarily to higher call center headcount to support our growth, higher underwriting costs primarily related to growth in loan balances and higher selling expense, which includes ongoing expenses associated with complaints in the United Kingdom.

General and administrative expense increased $2.7 million, or 9.9%, to $29.6 million in the current quarter compared to $26.9 million in the prior year quarter, due primarily to higher corporate services personnel costs primarily driven by an increase in headcount in the current quarter compared to the prior year quarter.

Depreciation and amortization expense increased $0.4 million, or 9.0% in the current quarter compared the prior year quarter, primarily due to an impairment charge for leasehold improvement assets related to our decision to cease use and sublease a portion of a leased office space.

Interest expense, net decreased $0.2 million, or 0.9%, to $19.5 million in the current quarter compared to $19.7 million in the prior year quarter. The decrease was due primarily to a decrease in the weighted average interest rate on our outstanding debt to 9.03% during the current quarter from 9.79% during the prior year quarter, partially offset by an increase in the average amount of debt outstanding, which increased $108.3 million to $876.9 million during the current quarter from $768.6 million during the prior year quarter.

Provision for income taxes increased $2.8 million, or 38.1%, to $10.1 million in the current quarter compared to $7.3 million in the prior year quarter. The increase was due primarily to a 28.1% increase in income before income taxes coupled with an increase in our effective tax rate to 22.5% in the current quarter from 20.8% in the prior year quarter.

As of March 31, 2019, the balance of unrecognized tax benefits was $41.3 million ($40.7 million net of the federal benefit of state matters), all of which, if recognized, would favorably affect the effective tax rate in any future periods. We had $0.1 million of unrecognized tax benefits as of March 31, 2018. We believe it is reasonably possible that, within the next twelve months, unrecognized domestic tax benefits could change by a significant amount. The principal uncertainties are related to the timing of recognition of income and losses related to our loan portfolio. We anticipate a Joint Committee on Taxation review of certain tax returns that were filed during 2018 in conjunction with the refunds claimed on those returns. Depending upon the outcome of the review and any related agreements or settlements with the relevant taxing authorities, the amount of the uncertainty, including amounts that would be recognized as a component of the effective tax rate, could change significantly. While the total amount of uncertainty to be resolved is not clear, it is reasonably possible that the uncertainties pertaining to this matter will be resolved in the next twelve months.

Net income increased $7.1 million, or 25.5%, to $35.0 million during the current quarter compared to $27.9 million during the prior year quarter. The increase was due primarily to profitable growth in the business, increased operating leverage through expense management and lower losses on early extinguishment of debt.

Historically, we have generated significant cash flow through normal operating activities for funding both long-term and short-term needs. Our near-term liquidity is managed to ensure that adequate resources are available to fund our seasonal working capital growth, which is driven by demand for our loan and financing products, and to meet the continued growth in the demand for our near-prime installment products. On May 30, 2014, we issued and sold $500.0 million of 9.75% senior notes due 2021 (the “2021 Senior Notes”). On September 1, 2017, we issued and sold $250.0 million in aggregate principal amount of 8.50% Senior Notes due 2024 (the “2024 Senior Notes”) and used the net proceeds, in part, to retire $155.0 million in 2021 Senior Notes. On January 21, 2018 we redeemed an additional $50.0 million in principal amount of the outstanding 2021 Senior Notes. On September 19, 2018 we issued and sold $375.0 million in aggregate principal amount of 8.50% Senior Notes due 2025 (the “2025 Senior Notes”) and used the net proceeds, in part, to retire the remaining $295.0 million in principal amount of the outstanding 2021 Senior Notes.

On June 30, 2017, we entered into a secured revolving credit agreement (as amended the “Credit Agreement”). On April 13, 2018 and October 5, 2018, we and certain of our operating subsidiaries entered into amendments to our Credit Agreement, as further described below. As of April 29, 2019, our available borrowings under the Credit Agreement were $27.8 million. Since 2016, we have entered into several consumer loan securitization facilities and offered asset-backed notes to fund our growth, primarily in our near-prime consumer installment loan business, as further described below under “Consumer Loan Securitization.” As of April 29, 2019, the outstanding balance under our securitization facilities was $174.4 million. We expect that our operating needs, including satisfying our obligations under our debt agreements and funding our working capital growth, will be satisfied by a combination of cash flows from operations, borrowings under the Credit Agreement, or any refinancing, replacement thereof or increase in borrowings thereunder, and securitization or sale of loans and finance receivables under our consumer loan securitization facilities.

As of March 31, 2019, we were in compliance with all financial ratios, covenants and other requirements set forth in our debt agreements. Unexpected changes in our financial condition or other unforeseen factors may result in our inability to obtain third-party

financing or could increase our borrowing costs in the future. To the extent we experience short-term or long-term funding disruptions, we have the ability to adjust our volume of lending and financing to consumers and small businesses that would reduce cash outflow requirements while increasing cash inflows through repayments. Additional alternatives may include the securitization or sale of assets, increased borrowings under the Credit Agreement, or any refinancing or replacement thereof, and reductions in capital spending which could be expected to generate additional liquidity.

On September 19, 2018, we issued and sold the 2025 Senior Notes. The 2025 Senior Notes were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States pursuant to Regulation S under the Securities Act. The 2025 Senior Notes bear interest at a rate of 8.50% annually on the principal amount payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2019. The 2025 Senior Notes were sold at a price of 100%. The 2025 Senior Notes will mature on September 15, 2025. The 2025 Senior Notes are unsecured debt obligations of ours, and are unconditionally guaranteed by certain of our domestic subsidiaries.

The 2025 Senior Notes are redeemable at our option, in whole or in part, (i) at any time prior to September 15, 2021 at 100% of the aggregate principal amount of 2025 Senior Notes redeemed plus the applicable “make whole” premium specified in the indenture that governs our 2025 Senior Notes (the “2025 Senior Notes Indenture”), plus accrued and unpaid interest, if any, to the redemption date and (ii) at any time on or after September 15, 2021 at the premium, if any, specified in the 2025 Senior Notes Indenture that will decrease over time, plus accrued and unpaid interest, if any, to the redemption date. In addition, prior to September 15, 2021, at our option, we may redeem up to 40% of the aggregate principal amount of the 2025 Senior Notes at a redemption price of 108.5% of the aggregate principal amount of 2025 Senior Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with the proceeds of certain equity offerings as described in the 2025 Senior Notes Indenture.

We used a portion of the net proceeds of the 2025 Senior Notes offering to retire the remaining outstanding 2021 Senior Notes balance of $295.0 million, to pay the related accrued interest, premiums, fees and expenses associated therewith. The remaining amount was used for general corporate purposes.

On September 1, 2017, we issued and sold the 2024 Senior Notes. The 2024 Senior Notes were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act. The 2024 Senior Notes bear interest at a rate of 8.50% annually on the principal amount payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2018. The 2024 Senior Notes were sold at a price of 100%. The 2024 Senior Notes will mature on September 1, 2024. The 2024 Senior Notes are unsecured debt obligations of ours, and are unconditionally guaranteed by certain of our domestic subsidiaries.

The 2024 Senior Notes are redeemable at our option, in whole or in part, (i) at any time prior to September 1, 2020 at 100% of the aggregate principal amount of 2024 Senior Notes redeemed plus the applicable “make whole” premium specified in the indenture that governs our 2024 Senior Notes (the “2024 Senior Notes Indenture”), plus accrued and unpaid interest, if any, to the redemption date and (ii) at any time on or after September 1, 2020 at the premium, if any, specified in the 2024 Senior Notes Indenture that will decrease over time, plus accrued and unpaid interest, if any, to the redemption date. In addition, prior to September 1, 2020, at our option, we may redeem up to 40% of the aggregate principal amount of the 2024 Senior Notes at a redemption price of 108.5% of the aggregate principal amount of 2024 Senior Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with the proceeds of certain equity offerings as described in the 2024 Senior Notes Indenture.

We used the net proceeds of the 2024 Senior Notes offering to retire a portion of our outstanding 2021 Senior Notes, to pay the related accrued interest, premiums, fees and expenses associated therewith and for general corporate purposes.

We securitize consumer loan receivables originated by certain of our subsidiaries, which are sold to bankruptcy remote special purpose subsidiaries. Each of these securitizations provides that (i) the lenders to a securitization subsidiaries have no recourse to seek repayment or recovery from our operating entities for credit losses on the receivables; (ii) except for certain limited indemnities, such lenders have recourse only to assets of the applicable securitization subsidiary to which they have lent; (iii) such lenders maintain a security interest in all assets of the applicable securitization subsidiary; (iv) cash flows from the assets transferred to such securitization subsidiaries represent the sole source of payment to such securitization subsidiaries. The collections on assets sold to securitization subsidiaries are not available to satisfy the debts or other obligations of the Company unless such amounts have been released from the lien of the lenders.

On February 25, 2019 (the “2019-1 Closing Date”), we and several of our subsidiaries entered into a receivables securitization (the “2019-1 Facility”) with PCAM Credit II, LLC, as lender (the “2019-1 Lender”). The 2019-1 Lender is an affiliate of Park Cities Asset Management, LLC. The 2019-1 Facility finances unsecured consumer installment loans (“Securitization Receivables”) that have been and will be originated or acquired under our NetCredit and CashNetUSA brands by several of our subsidiaries and that meet specified eligibility criteria. Under the 2019-1 Facility, eligible Securitization Receivables are sold to a wholly-owned subsidiary of our (the “2019-1 Debtor”) and serviced by another subsidiary of us.

The 2019-1 Debtor has issued a delayed draw term note with an initial maximum principal balance of $30.0 million and a revolving note with an initial maximum principal balance of $20.0 million for an aggregate initial maximum principal balance of $50.0 million, which is required to be secured by eligible Securitization Receivables. The 2019-1 Facility has an accordion feature that, with the consent of the 2019-1 Lender, allows for the maximum principal balance of the delayed draw term note to increase to $50.0 million and the maximum principal balance of the revolving note to increase to $25.0 million, for an aggregate maximum principal balance of $75.0 million. The 2019-1 Facility is non-recourse to us and matures three years after the 2019-1 Closing Date.

The 2019-1 Facility is governed by a loan and security agreement, dated as of the 2019-1 Closing Date, between the 2019-1 Lender and the 2019-1 Debtor. The 2019-1 Facility bears interest at a rate per annum equal to LIBOR (subject to a floor) plus an applicable margin, which applicable margin is initially 9.75%. In addition, the 2019-1 Debtor is required to pay certain customary upfront closing fees to the 2019-1 Lender. Interest payments on the 2019-1 Facility will be made monthly. Subject to certain exceptions, the 2019-1 Debtor is not permitted to prepay the delayed draw term note prior to two years after the 2019-1 Closing Date. Following such date, the 2019-1 Debtor is permitted to voluntarily prepay the 2019-1 Facility without penalty. The revolving note may be paid in whole or in part at any time after the delayed draw term note has been fully drawn.

All amounts due under the 2019-1 Facility are secured by all of the 2019-1 Debtor’s assets, which include the eligible Securitization Receivables transferred to the 2019-1 Debtor, related rights under the eligible Securitization Receivables, a bank account and certain other related collateral. We have issued a limited indemnity to the 2019-1 Lender for certain “bad acts,” and we have agreed for the benefit of the 2019-1 Lender to meet certain ongoing financial performance covenants.

The 2019-1 Facility documents contain customary provisions for securitizations, including representations and warranties as to the eligibility of the eligible Securitization Receivables and other matters; indemnification for specified losses not including losses due to the inability of consumers to repay their loans; covenants regarding special purpose entity matters; and default and termination provisions which provide for the acceleration of the 2019-1 Facility in circumstances including, but not limited to, failure to make payments when due, certain insolvency events, breaches of representations, warranties or covenants, failure to maintain the security interest in the eligible Securitization Receivables, defaults under other material indebtedness of the 2019-1 Debtor and a default by us under our financial performance covenants.

On October 23, 2018, we and several of our subsidiaries entered into a receivables funding agreement (the “2018‑2 Facility”) with Credit Suisse AG, New York Branch, as agent (the “2018‑2 Agent”). The 2018‑2 Facility collateralizes Securitization Receivables that have been and will be originated or acquired under our NetCredit brand by several of our subsidiaries and that meet specified eligibility criteria in exchange for a revolving note. Under the 2018‑2 Facility, Securitization Receivables are sold to a wholly-owned subsidiary of ours (the “2018‑2 Debtor”) and serviced by another subsidiary of ours.

The 2018‑2 Facility documents contain customary provisions for securitizations, including: representations and warranties as to the eligibility of the Securitization Receivables and other matters; indemnification for specified losses not including losses due to the inability of consumers to repay their loans; covenants regarding special purpose entity matters; and default and termination provisions that provide for the acceleration of the 2018‑2 Facility in circumstances including, but not limited to, failure to make payments when due, servicer defaults, certain insolvency events, breaches of representations, warranties or covenants, failure to maintain the security interest in the Securitization Receivables and defaults under other material indebtedness of the 2018‑2 Debtor.

On July 23, 2018, we and several of our subsidiaries entered into a receivables funding agreement (the “2018‑1 Facility”) with Pacific Western Bank, as lender (the “2018‑1 Lender”). The 2018‑1 Facility collateralizes Securitization Receivables that have been and will be originated or acquired under our NetCredit brand by several of our subsidiaries and that meet specified eligibility criteria in exchange for a revolving note. Under the 2018‑1 Facility, Securitization Receivables are sold to a wholly-owned subsidiary of ours (the “2018‑1 Debtor”) and serviced by another subsidiary of ours.

The 2018‑1 Facility is governed by a loan and security agreement, dated as of July 23, 2018, between the 2018‑1 Lender and the 2018‑1 Debtor. The 2018‑1 Facility bears interest at a rate per annum equal to LIBOR (subject to a floor) plus an applicable margin, which rate per annum is initially 4.00%. In addition, the 2018‑1 Debtor paid certain customary upfront closing fees to the 2018‑1 Lender. Interest payments on the 2018‑1 Facility are made monthly. The 2018‑1 Debtor is permitted to prepay the 2018‑1 Facility, subject to certain fees and conditions. In the event of prepayment for the purposes of securitizations, no fees shall apply. Any remaining amounts outstanding will be payable no later than July 22, 2023, the final maturity date.

On January 15, 2016, we and certain of our subsidiaries entered into a receivables securitization (as amended, the “2016‑1 Securitization Facility”) with certain purchasers, Jefferies Funding LLC, as administrative agent (the “2016‑1 Agent”) and Bankers Trust Company, as indenture trustee and securities intermediary (the “Indenture Trustee”). The 2016‑1 Securitization Facility securitized Securitization Receivables that were originated or acquired under our NetCredit brand and that met specified eligibility criteria. Under the 2016‑1 Securitization Facility, Securitization Receivables were sold to a wholly-owned special purpose subsidiary of ours (the “2016‑1 Issuer”) and serviced by another subsidiary of ours. The 2016‑1 Securitization Facility, as amended on October 20, 2017, provided for a maximum principal amount of $275 million, an initial term note with an with an initial principal amount of $181.1 million and the ability to subsequently issue term notes thereafter, variable funding notes with an aggregate committed availability of $75 million per quarter with an option to increase the commitment to $90 million and a revolving period of the facility ending in April 2019.

On October 31, 2018, the 2016‑1 Issuer resold a substantial portion of the Securitization Receivables it owned to Enova International, Inc., and used the proceeds to redeem all of the outstanding 2017 Quarterly Term Notes and to repay all amounts owed on the 2017 Variable Funding Notes.

Subject to certain exceptions, the 2016‑1 Issuer was not permitted to prepay or redeem any of the 2016-1 Facility prior to April 15, 2019, but the 2016-1 Agent, the Indenture Trustee, and the holders of the notes agreed to permit an early repayment. On March 29, 2019, the 2016-1 Facility was repaid in full.

On December 1, 2016, we and certain of our subsidiaries entered into a receivables securitization (the “2016‑2 Facility”) with Redpoint Capital Asset Funding, LLC, as lender (the “Lender”). The 2016‑2 Facility securitized Securitization Receivables that were originated or acquired under our NetCredit brand by several of our subsidiaries and that meet specified eligibility criteria, including that the annual percentage rate for each securitized consumer loan was greater than or equal to 90%. Under the 2016‑2 Facility, Securitization Receivables were sold to a wholly-owned subsidiary of ours and serviced by another subsidiary of ours. In October 2018, the 2016‑2 Facility was repaid in full and there is no remaining amount available to be borrowed.

On June 30, 2017, we and certain of our operating subsidiaries entered into a secured revolving credit agreement with a syndicate of banks including TBK Bank, SSB (“TBK”), as administrative agent and collateral agent, Jefferies Finance LLC and TBK as joint lead arrangers and joint lead bookrunners, and Green Bank, N.A., as lender. On April 13, 2018 and October 5, 2018, the Credit Agreement was amended to include Pacific Western Bank and Axos Bank, respectively, as lenders, in the syndicate of lenders.

The Credit Agreement is secured by domestic receivables. The borrowing limit in the Credit Agreement, as amended on October 5, 2018, is $125 million and its maturity date is May 1, 2020. We had no outstanding borrowings under the Credit Agreement as of March 31, 2019.

The Credit Agreement provides for a revolving credit line with interest on borrowings under the facility at prime rate plus 1.00%. In addition, the Credit Agreement provides for payment of a commitment fee calculated with respect to the unused portion of the line, and ranges from 0.30% to 0.50% per annum depending on usage. A portion of the revolving credit facility, up to a maximum of $20 million, is available for the issuance of letters of credit. We had outstanding letters of credit under the Credit Agreement of $1.2 million as of March 31, 2019. The Credit Agreement provides for certain prepayment penalties if it is terminated on or before its first and second anniversary date, subject to certain exceptions.

The Credit Agreement contains certain limitations on the incurrence of additional indebtedness, investments, the attachment of liens to our property, the amount of dividends and other distributions, fundamental changes to us or our business and certain other of our activities. The Credit Agreement contains standard financial covenants for a facility of this type based on a leverage ratio and a fixed charge coverage ratio. The Credit Agreement also provides for customary affirmative covenants, including financial reporting requirements, and certain events of default, including payment defaults, covenant defaults and other customary defaults.

Our cash flows and other key indicators of liquidity are summarized as follows (dollars in thousands):

Net cash provided by operating activities increased $68.1 million, or 44.5%, to $221.1 million for the current three-month period from $153.0 million for the prior year three-month period. The increase was driven primarily by overall growth in the business with interest and fees paid by customers outpacing operating cash outflows.

We believe cash flows from operations and available cash balances and borrowings under our consumer loan securitization facilities and Credit Agreement, which may include increased borrowings under our Credit Agreement, any refinancing or replacement thereof,

and additional securitization of consumer loans, will be sufficient to fund our future operating liquidity needs, including to fund our working capital growth.

Net cash used in investing activities decreased $7.3 million, or 6.5%, for the current three-month period compared to the prior year three-month period. This decrease was due primarily to an $8.8 million decrease in net cash invested in loans and finance receivables, reflecting a $7.0 million decrease in the amount of loans and finance receivables originated or acquired in addition to a $1.8 million increase in payments received from customers. Additionally, purchases of property and equipment increased $1.5 million for the current three-month period compared to the prior year three-month period.

Cash flows provided by financing activities for the current three-month period primarily reflect $46.3 million in net repayments under our securitization facilities, $22.0 million in net repayments under the Credit Agreement, and $8.2 million in treasury shares purchased. Cash flows provided by financing activities for the prior year three-month period primarily reflect $50.0 million in payments under our senior notes facilities and a $3.7 million penalty paid in connection with the early payment of our 2021 Senior Notes, partially offset by $8.0 million in net borrowings under our 2017 Credit Agreement and $5.7 million in net borrowings under our securitization facilities.

On September 15, 2017, we announced the Board of Directors had authorized a share repurchase program for the repurchase of up to $25.0 million of our common stock through December 31, 2019. The $25.0 million limit was reached in January 2019, with all share repurchases having been through open market transactions. On January 31, 2019, we announced the Board of Directors had authorized a share repurchase program for the repurchase of up to $50.0 million of our common stock through December 31, 2020. During the current three-month period, we paid $6.5 million to repurchase common stock under the share repurchase program.

In certain markets, we arrange for consumers to obtain consumer loan products from independent third-party lenders through our CSO programs. For consumer loan products originated by third-party lenders under the CSO programs, each lender is responsible for providing the criteria by which the customer’s application is underwritten and, if approved, determining the amount of the consumer loan. We are responsible for assessing whether or not we will guarantee such loan. When a customer executes an agreement with us under our CSO programs, we agree, for a fee payable to us by the customer, to provide certain services to the customer, one of which is to guarantee the customer’s obligation to repay the loan received by the customer from the third-party lender if the customer fails to do so. The guarantee represents an obligation to purchase specific loans if they go into default, which generally occurs after one payment is missed. As of March 31, 2019 and 2018, the outstanding amount of active consumer loans originated by third-party lenders under the CSO programs was $22.3 million and $26.6 million, respectively, which were guaranteed by us. The estimated fair value of the liability for estimated losses on consumer loans guaranteed by us of $1.3 million and $1.4 million, as of March 31, 2019 and 2018, respectively, is included in “Accounts payable and accrued expenses” in the consolidated balance sheets. Our CSO programs are further described under the caption “Products and Services” above.

There have been no material changes to the information on critical accounting estimates described in our Annual Report on Form 10‑K for the year ended December 31, 2018.

See Note 1 in the Notes to Consolidated Financial Statements included in this report for a discussion of recent accounting pronouncements.

Market risks relating to our operations result primarily from changes in foreign currency exchange rates. We do not engage in speculative or leveraged transactions, nor do we hold or issue financial instruments for trading purposes. There have been no material changes to our exposure to market risks since December 31, 2018.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the “Exchange Act”) as of March 31, 2019 (the “Evaluation Date”). Based

upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective and provide reasonable assurance (i) to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms; and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

There was no change in our internal control over financial reporting during the quarter ended March 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal controls will prevent or detect all possible misstatements due to error or fraud. Our disclosure controls and procedures and internal controls are, however, designed to provide reasonable assurance of achieving their objectives, and our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at that reasonable assurance level.

See the “Litigation” section of Note 9 of the notes to our consolidated financial statements (unaudited) of Part I, “Item 1 Financial Statements.”

There have been no material changes from the Risk Factors described in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018:

The following table provides the information with respect to purchases made by us of shares of our common stock.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Delaware		45-3190813
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

175 West Jackson Blvd. Chicago, Illinois		60604
(Address of principal executive offices)		(Zip Code)


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets – March 31, 2019 and 2018 and December 31, 2018	1
	Consolidated Statements of Income – Three Months Ended March 31, 2019 and 2018	3
	Consolidated Statements of Comprehensive Income – Three Months Ended March 31, 2019 and 2018	4
	Consolidated Statements of Stockholders’ Equity – Three Months Ended March 31, 2019 and 2018	5
	Consolidated Statements of Cash Flows – Three Months Ended March 31, 2019 and 2018	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	47

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 3.	Defaults upon Senior Securities	48
Item 4.	Mine Safety Disclosures	48
Item 5.	Other Information	48
Item 6.	Exhibits	49

SIGNATURES		50

	Three Months Ended
	March 31,
	2019
Operating lease cost	$	1,574
Operating lease impairment charge		370
Variable lease cost		58
Short-term lease cost		15
Total lease cost	$	2,017

Year	Amount
2019	$	5,779
2020		7,438
2021		7,361
2022		7,019
2023		7,119
Thereafter		23,464
Total lease payments	$	58,180
Less: interest		19,449
Present value of lease liabilities	$	38,731

	Foreign
	currency
	translation
	gain (loss)			Total
Balance at December 31, 2017	$	(7,086	)	$	(7,086	)
Other comprehensive income, before reclassifications and tax		3,644			3,644
Tax impact		(820	)		(820	)
Australia and Canada liquidation ⁽¹⁾		2,343			2,343
Tax impact		(781	)		(781	)
Reclassification of certain deferred tax effects ⁽²⁾		(1,622	)		(1,622	)
Balance at March 31, 2018	$	(4,322	)	$	(4,322	)

Balance at December 31, 2018	$	(13,805	)	$	(13,805	)
Other comprehensive loss, before reclassifications and tax		2,054			2,054
Tax impact		(500	)		(500	)
Balance at March 31, 2019	$	(12,251	)	$	(12,251	)

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

	Increase
	(decrease)
Assets
Other receivables and prepaid expenses	$	(35	)
Operating lease right-of-use assets		22,332
Total assets	$	22,297
Liabilities and Stockholders' Equity
Accounts payable and accrued expenses	$	(16,860	)
Operating lease liabilities		39,605
Deferred tax liabilities, net		(102	)
Total liabilities		22,643
Stockholders' equity:
Retained earnings		(346	)
Total stockholders' equity		(346	)
Total liabilities and stockholders' equity	$	22,297

	March 31,
	2019

Weighted-average remaining lease term (years)
Operating leases		7.8
Weighted-average discount rate
Operating leases		10.76	%

Period	Total Number of Shares Purchased			Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan^(b)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan^(b) (in thousands)
January 1 – January 31, 2019		307,774		$	20.67		307,774	$	50,000
February 1 – February 28, 2019		69,094	^(a)		24.99		—		50,000
March 1 – March 31, 2019		7,100			21.97		7,100		49,844
Total		383,968		$	21.47		314,874	$	49,844

Exhibit No.		Exhibit Description


10.1		Loan and Security Agreement, dated February 25, 2019, by and between PCAM Credit II, LLC and EFR 2016‑2, LLC

10.2		Form of Enova International, Inc. Second Amended and Restated 2014 Long-Term Incentive Plan Award Agreement for Special Grant of Nonqualified Stock Option with a Limited Appreciation Right

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Date: May 1, 2019	ENOVA INTERNATIONAL, INC.

	By:	/s/ Steven E. Cunningham
		Steven E. Cunningham
		Chief Financial Officer
		(On behalf of the Registrant and as Principal Financial Officer)