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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/28/23 Enova International, Inc. 10-Q 6/30/23 72:17M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 5.45M
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 76K
3: EX-10.1 Material Contract HTML 1.75M
4: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 27K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 25K
13: R1 Document and Entity Information HTML 74K
14: R2 Consolidated Balance Sheets (Unaudited) HTML 110K
15: R3 Consolidated Balance Sheets (Unaudited) HTML 44K
(Parenthetical)
16: R4 Consolidated Balance Sheets (Consolidated VIEs) HTML 65K
(Unaudited)
17: R5 Consolidated Statements of Income (Unaudited) HTML 110K
18: R6 Consolidated Statements of Comprehensive Income HTML 56K
(Unaudited)
19: R7 Consolidated Statements of Comprehensive Income HTML 25K
(Unaudited) (Parenthetical)
20: R8 Consolidated Statements of Stockholders' Equity HTML 93K
(Unaudited)
21: R9 Consolidated Statements of Cash Flows (Unaudited) HTML 117K
22: R10 Significant Accounting Policies HTML 73K
23: R11 Loans and Finance Receivables HTML 513K
24: R12 Leases HTML 171K
25: R13 Long-term Debt HTML 251K
26: R14 Income Taxes HTML 33K
27: R15 Earnings Per Share HTML 104K
28: R16 Operating Segment Information HTML 73K
29: R17 Commitments and Contingencies HTML 30K
30: R18 Related Party Transactions HTML 34K
31: R19 Fair Value Measurements HTML 491K
32: R20 Subsequent Events HTML 30K
33: R21 Significant Accounting Policies (Policies) HTML 91K
34: R22 Significant Accounting Policies (Tables) HTML 42K
35: R23 Loans and Finance Receivables (Tables) HTML 504K
36: R24 Leases (Tables) HTML 168K
37: R25 Long-term Debt (Tables) HTML 233K
38: R26 Earnings Per Share (Tables) HTML 97K
39: R27 Operating Segment Information (Tables) HTML 64K
40: R28 Fair Value Measurements (Tables) HTML 479K
41: R29 Significant Accounting Policies - Additional HTML 47K
Information (Detail)
42: R30 Significant Accounting Policies - Schedule of HTML 31K
Reconciliation of Cash, Cash Equivalents and
Restricted Cash (Detail)
43: R31 Acquisitions - Additional Information (Detail) HTML 26K
44: R32 Loans and Finance Receivables - Schedule of HTML 45K
Revenue Generated from Loans and Finance
Receivables (Detail)
45: R33 Loans and Finance Receivables - Components of HTML 52K
Company-owned Loans and Finance Receivables At
Fair Value (Detail)
46: R34 Loans and Finance Receivables - Additional HTML 37K
Information (Detail)
47: R35 Loans and Finance Receivables - Schedule of HTML 50K
Changes in Fair Value of Company-owned Loans and
Finance Receivables (Detail)
48: R36 Leases - Additional Information (Detail) HTML 48K
49: R37 Leases - Lease Expenses (Detail) HTML 33K
50: R38 Leases - Future Minimum Lease Payments (Detail) HTML 41K
51: R39 Leases - Weighted Average Remaining Lease Term and HTML 28K
Discount Rate (Detail)
52: R40 Leases - Supplemental Cash Flow Disclosures HTML 29K
Related to Leases (Detail)
53: R41 Long-term Debt - Summary of Long-Term Debt HTML 116K
Instruments and Balances Outstanding Including
Maturity Date, Weighted Average Interest Rate and
Borrowing Capacity (Detail)
54: R42 Long-term Debt - Summary of Long-Term Debt HTML 41K
Instruments and Balances Outstanding Including
Maturity Date, Weighted Average Interest Rate and
Borrowing Capacity (Parenthetical) (Detail)
55: R43 Long-term Debt - Additional Information (Detail) HTML 68K
56: R44 Income Taxes - Additional Information (Detail) HTML 34K
57: R45 Earnings Per Share - Schedule of Reconciliation of HTML 59K
Numerators and Denominators of Basic and Diluted
Earnings per Share Computations (Detail)
58: R46 Earnings Per Share - Additional Information HTML 29K
(Detail)
59: R47 Operating Segment Information - Additional HTML 29K
Information (Detail)
60: R48 Operating Segment Information - Summary of HTML 34K
Company's Revenue by Geographical Region (Detail)
61: R49 Related Party Transactions - Additional HTML 48K
Information (Detail)
62: R50 Fair Value Measurements - Additional Information HTML 39K
(Detail)
63: R51 Fair Value Measurements - Fair Value Assets and HTML 50K
Liabilities Measured on Recurring Basis (Detail)
64: R52 Fair Value Measurements - Financial Assets and HTML 27K
Liabilities Measured on Recurring Basis
(Parenthetical) (Detail)
65: R53 Fair Value Measurements - Financial Assets and HTML 65K
Liabilities Not Measured at Fair Value (Detail)
66: R54 Fair Value Measurements - Financial Assets and HTML 34K
Liabilities Not Measured at Fair Value
(Parenthetical) (Detail)
67: R55 Subsequent Events - Additional Information HTML 36K
(Details)
70: XML IDEA XML File -- Filing Summary XML 128K
68: XML XBRL Instance -- enva-20230630_htm XML 4.19M
69: EXCEL IDEA Workbook of Financial Report Info XLSX 130K
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11: EX-101.DEF XBRL Definitions -- enva-20230630_def XML 527K
12: EX-101.LAB XBRL Labels -- enva-20230630_lab XML 1.16M
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8: EX-101.SCH XBRL Schema -- enva-20230630 XSD 167K
71: JSON XBRL Instance as JSON Data -- MetaLinks 408± 646K
72: ZIP XBRL Zipped Folder -- 0000950170-23-035502-xbrl Zip 628K
| 10-Q |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 10-Q
(Mark One)
i ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended i June 30, i 2023 /
OR
i ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number i 1-35503
i Enova International, Inc.
(Exact name of registrant as specified in its charter)
i Delaware |
|
i 45-3190813 |
(State or other jurisdiction of Incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
i 175 West Jackson Blvd. i Chicago, i Illinois |
|
i 60604 |
(Address of principal executive offices) |
|
(Zip Code) |
( i 312) i 568-4200
(Registrant’s telephone number, including area code)
NONE
(Former name, former address and former fiscal year, if changed since last report)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
i Common Stock, $.00001 par value per share |
i ENVA |
i New York Stock Exchange |
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.
i Yes ☒ No ☐
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).
i Yes ☒ No ☐
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:
i Large accelerated filer |
|
☒ |
|
Accelerated filer |
|
☐ |
Non-accelerated filer |
|
☐ |
|
Smaller reporting company |
|
i ☐ |
|
|
|
|
Emerging growth company |
|
i ☐ |
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 i ☐ No ☒
i 30,787,347 of the Registrant’s common shares, $0.00001 par value, were outstanding as of July 26, 2023.
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS
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 the Company’s filings with the SEC, including the risks described under “Risk Factors” contained in the Company’s Form 10-K and any updates to those risk factors contained in subsequent Forms 10-Q, 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.
ENOVA INTERNATIONAL, INC.
INDEX TO FORM 10-Q
|
|
|
|
Page |
|
|
|
||
Item 1. |
|
|
|
|
|
|
Consolidated Balance Sheets – June 30, 2023 and 2022 and December 31, 2022 |
|
1 |
|
|
Consolidated Statements of Income – Three and Six Months Ended June 30, 2023 and 2022 |
|
3 |
|
|
Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2023 and 2022 |
|
4 |
|
|
Consolidated Statements of Stockholders’ Equity – Three and Six Months Ended June 30, 2023 and 2022 |
|
5 |
|
|
Consolidated Statements of Cash Flows – Six Months Ended June 30, 2023 and 2022 |
|
6 |
|
|
|
7 |
|
Item 2. |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
21 |
Item 3. |
|
|
39 |
|
Item 4. |
|
|
39 |
|
|
|
|||
|
|
|||
|
|
|
||
Item 1. |
|
|
40 |
|
Item 1A. |
|
|
40 |
|
Item 2. |
|
|
40 |
|
Item 3. |
|
|
40 |
|
Item 4. |
|
|
40 |
|
Item 5. |
|
|
40 |
|
Item 6. |
|
|
41 |
|
|
|
|||
|
42 |
|||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
(Unaudited)
|
|
June 30, |
|
|
|
|||||||
|
|
|
|
2022 |
|
|
2022 |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents(1) |
|
$ |
i 100,042 |
|
|
$ |
i 144,090 |
|
|
$ |
i 100,165 |
|
Restricted cash(1) |
|
|
i 161,619 |
|
|
|
i 69,664 |
|
|
|
i 78,235 |
|
Loans and finance receivables at fair value(1) |
|
|
i 3,092,445 |
|
|
|
i 2,460,851 |
|
|
|
i 3,018,528 |
|
Income taxes receivable |
|
|
i 32,653 |
|
|
|
i 44,597 |
|
|
|
i 43,741 |
|
Other receivables and prepaid expenses(1) |
|
|
i 57,758 |
|
|
|
i 58,859 |
|
|
|
i 66,267 |
|
Property and equipment, net |
|
|
i 99,073 |
|
|
|
i 88,648 |
|
|
|
i 93,228 |
|
Operating lease right-of-use assets |
|
|
i 16,488 |
|
|
|
i 21,301 |
|
|
|
i 19,347 |
|
Goodwill |
|
|
i 279,275 |
|
|
|
i 279,275 |
|
|
|
i 279,275 |
|
Intangible assets, net |
|
|
i 23,032 |
|
|
|
i 31,417 |
|
|
|
i 27,390 |
|
Other assets(1) |
|
|
i 45,522 |
|
|
|
i 54,468 |
|
|
|
i 54,713 |
|
Total assets |
|
$ |
i 3,907,907 |
|
|
$ |
i 3,253,170 |
|
|
$ |
i 3,780,889 |
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
|
|
|||
Accounts payable and accrued expenses(1) |
|
$ |
i 229,315 |
|
|
$ |
i 169,530 |
|
|
$ |
i 198,320 |
|
Operating lease liabilities |
|
|
i 28,384 |
|
|
|
i 36,962 |
|
|
|
i 33,595 |
|
Deferred tax liabilities, net |
|
|
i 103,852 |
|
|
|
i 97,932 |
|
|
|
i 104,169 |
|
Long-term debt(1) |
|
|
i 2,297,026 |
|
|
|
i 1,840,665 |
|
|
|
i 2,258,660 |
|
Total liabilities |
|
|
i 2,658,577 |
|
|
|
i 2,145,089 |
|
|
|
i 2,594,744 |
|
Commitments and contingencies (Note 8) |
|
|
|
|
|
|
|
|
|
|||
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
|||
Common stock, $ i i i 0.00001 / / par value, i i i 250,000,000 / / shares authorized, i 45,070,929, i 44,165,233 and i 44,326,999 shares issued and i 30,869,886, i 32,183,324 and i 31,220,928 outstanding as of June 30, 2023 and 2022 and December 31, 2022, respectively |
|
|
i — |
|
|
|
i — |
|
|
|
i — |
|
Preferred stock, $ i i i 0.00001 / / par value, i i i 25,000,000 / / shares authorized, i i i i i i no / / / / / shares issued and outstanding |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Additional paid in capital |
|
|
i 266,058 |
|
|
|
i 239,187 |
|
|
|
i 251,878 |
|
Retained earnings |
|
|
i 1,412,253 |
|
|
|
i 1,210,605 |
|
|
|
i 1,313,185 |
|
Accumulated other comprehensive loss |
|
|
( i 5,988 |
) |
|
|
( i 7,481 |
) |
|
|
( i 5,990 |
) |
Treasury stock, at cost ( i 14,201,043, i 11,981,909 and i 13,106,071 shares as of June 30, 2023 and 2022 and December 31, 2022, respectively) |
|
|
( i 422,993 |
) |
|
|
( i 334,230 |
) |
|
|
( i 372,928 |
) |
Total stockholders’ equity |
|
|
i 1,249,330 |
|
|
|
i 1,108,081 |
|
|
|
i 1,186,145 |
|
Total liabilities and stockholders’ equity |
|
$ |
i 3,907,907 |
|
|
$ |
i 3,253,170 |
|
|
$ |
i 3,780,889 |
|
(1) Includes amounts in wholly owned, bankruptcy-remote special purpose subsidiaries (“VIEs”) presented separately in the table below.
1
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
(Unaudited)
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 1 for additional information.
|
|
June 30, |
|
|
|
|||||||
|
|
|
|
2022 |
|
|
2022 |
|
||||
Assets of consolidated VIEs, included in total assets above |
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
|
$ |
i 316 |
|
|
$ |
i 420 |
|
|
$ |
i 420 |
|
Restricted cash |
|
|
i 145,817 |
|
|
|
i 56,211 |
|
|
|
i 65,546 |
|
Loans and finance receivables at fair value |
|
|
i 1,983,133 |
|
|
|
i 1,194,166 |
|
|
|
i 1,699,698 |
|
Other receivables and prepaid expenses |
|
|
i 899 |
|
|
|
i 11,680 |
|
|
|
i 17,413 |
|
Other assets |
|
|
i 7,057 |
|
|
|
i 2,641 |
|
|
|
i 5,597 |
|
Total assets |
|
$ |
i 2,137,222 |
|
|
$ |
i 1,265,118 |
|
|
$ |
i 1,788,674 |
|
Liabilities of consolidated VIEs, included in total liabilities above |
|
|
|
|
|
|
|
|
|
|||
Accounts payable and accrued expenses |
|
$ |
i 9,254 |
|
|
$ |
i 4,205 |
|
|
$ |
i 7,528 |
|
Long-term debt |
|
|
i 1,478,619 |
|
|
|
i 952,025 |
|
|
|
i 1,329,009 |
|
Total liabilities |
|
$ |
i 1,487,873 |
|
|
$ |
i 956,230 |
|
|
$ |
i 1,336,537 |
|
See notes to consolidated financial statements.
2
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(Unaudited)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
|
|||||||||||
|
|
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|||||
Revenue |
|
$ |
i 499,431 |
|
|
$ |
i 407,990 |
|
|
$ |
i 982,687 |
|
|
$ |
i 793,721 |
|
Change in Fair Value |
|
|
( i 200,046 |
) |
|
|
( i 143,418 |
) |
|
|
( i 397,412 |
) |
|
|
( i 260,460 |
) |
Net Revenue |
|
|
i 299,385 |
|
|
|
i 264,572 |
|
|
|
i 585,275 |
|
|
|
i 533,261 |
|
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketing |
|
|
i 95,971 |
|
|
|
i 91,551 |
|
|
|
i 175,726 |
|
|
|
i 184,722 |
|
Operations and technology |
|
|
i 46,961 |
|
|
|
i 42,262 |
|
|
|
i 96,130 |
|
|
|
i 82,992 |
|
General and administrative |
|
|
i 36,228 |
|
|
|
i 33,690 |
|
|
|
i 73,386 |
|
|
|
i 68,218 |
|
Depreciation and amortization |
|
|
i 8,629 |
|
|
|
i 7,584 |
|
|
|
i 19,169 |
|
|
|
i 17,098 |
|
Total Operating Expenses |
|
|
i 187,789 |
|
|
|
i 175,087 |
|
|
|
i 364,411 |
|
|
|
i 353,030 |
|
Income from Operations |
|
|
i 111,596 |
|
|
|
i 89,485 |
|
|
|
i 220,864 |
|
|
|
i 180,231 |
|
Interest expense, net |
|
|
( i 45,584 |
) |
|
|
( i 24,950 |
) |
|
|
( i 88,905 |
) |
|
|
( i 47,433 |
) |
Foreign currency transaction gain (loss) |
|
|
i — |
|
|
|
i 21 |
|
|
|
( i 171 |
) |
|
|
( i 293 |
) |
Equity method investment (loss) income |
|
|
( i 1,119 |
) |
|
|
i 6,323 |
|
|
|
( i 1,125 |
) |
|
|
i 6,651 |
|
Other nonoperating expenses |
|
|
( i 121 |
) |
|
|
( i 1,091 |
) |
|
|
( i 254 |
) |
|
|
( i 1,091 |
) |
Income before Income Taxes |
|
|
i 64,772 |
|
|
|
i 69,788 |
|
|
|
i 130,409 |
|
|
|
i 138,065 |
|
Provision for income taxes |
|
|
i 16,627 |
|
|
|
i 17,387 |
|
|
|
i 31,341 |
|
|
|
i 33,221 |
|
Net income |
|
$ |
i 48,145 |
|
|
$ |
i 52,401 |
|
|
$ |
99,068 |
|
|
$ |
104,844 |
|
Earnings Per Share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
i 1.55 |
|
|
$ |
i 1.61 |
|
|
$ |
i 3.17 |
|
|
$ |
i 3.18 |
|
Diluted |
|
$ |
i 1.50 |
|
|
$ |
i 1.56 |
|
|
$ |
i 3.05 |
|
|
$ |
i 3.07 |
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
i 31,084 |
|
|
|
i 32,497 |
|
|
|
i 31,212 |
|
|
|
i 32,933 |
|
Diluted |
|
|
i 32,203 |
|
|
|
i 33,484 |
|
|
|
i 32,456 |
|
|
|
i 34,181 |
|
See notes to consolidated financial statements.
3
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(Unaudited)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
|
|||||||||||
|
|
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|||||
Net income |
|
$ |
i 48,145 |
|
|
$ |
i 52,401 |
|
|
$ |
i 99,068 |
|
|
$ |
i 104,844 |
|
Other comprehensive gain (loss), net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation gain (loss)(1) |
|
|
i 1,349 |
|
|
|
( i 2,570 |
) |
|
|
i 2,309 |
|
|
|
i 897 |
|
Unrealized gain (loss) on investments, net of tax |
|
|
— |
|
|
|
i 162 |
|
|
|
( i 2,307 |
) |
|
|
i 162 |
|
Total other comprehensive gain (loss), net of tax |
|
|
i 1,349 |
|
|
|
( i 2,408 |
) |
|
|
i 2 |
|
|
|
i 1,059 |
|
Comprehensive Income |
|
$ |
i 49,494 |
|
|
$ |
i 49,993 |
|
|
$ |
i 99,070 |
|
|
$ |
i 105,903 |
|
(1) Net of tax (provision) benefit of $( i 426) and $ i 843 for the three months ended June 30, 2023 and 2022, respectively, and $( i 731) and $( i 280) for the six months ended June 30, 2023 and 2022, respectively .
See notes to consolidated financial statements.
4
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 March 31, 2022 |
|
|
i 44,058 |
|
|
$ |
— |
|
|
$ |
i 233,437 |
|
|
$ |
i 1,158,204 |
|
|
$ |
( i 5,074 |
) |
|
|
( i 11,227 |
) |
|
$ |
( i 308,617 |
) |
|
$ |
i 1,077,950 |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
i 5,133 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 5,133 |
|
Shares issued for vested RSUs |
|
|
i 80 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Shares issued for stock option exercises |
|
|
i 27 |
|
|
|
— |
|
|
|
i 617 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 617 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 52,401 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 52,401 |
|
Unrealized gain on investments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 162 |
|
|
|
— |
|
|
|
— |
|
|
|
i 162 |
|
Foreign currency translation loss, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 2,569 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 2,569 |
) |
Purchases of treasury shares, at cost |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 755 |
) |
|
|
( i 25,613 |
) |
|
|
( i 25,613 |
) |
Balance at June 30, 2022 |
|
|
i 44,165 |
|
|
$ |
— |
|
|
$ |
i 239,187 |
|
|
$ |
i 1,210,605 |
|
|
$ |
( i 7,481 |
) |
|
|
( i 11,982 |
) |
|
$ |
( i 334,230 |
) |
|
$ |
i 1,108,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at March 31, 2023 |
|
|
i 44,918 |
|
|
$ |
— |
|
|
$ |
i 258,806 |
|
|
$ |
i 1,364,108 |
|
|
$ |
( i 7,337 |
) |
|
|
( i 13,583 |
) |
|
$ |
( i 394,824 |
) |
|
$ |
i 1,220,753 |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
i 6,236 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 6,236 |
|
Shares issued for vested RSUs |
|
|
i 85 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Shares issued for stock option exercises |
|
|
i 68 |
|
|
|
— |
|
|
|
i 1,016 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 1,016 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 48,145 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 48,145 |
|
Unrealized gain on investments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Foreign currency translation gain, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 1,349 |
|
|
|
— |
|
|
|
— |
|
|
|
i 1,349 |
|
Purchases of treasury shares, at cost |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 618 |
) |
|
|
( i 28,169 |
) |
|
|
( i 28,169 |
) |
Balance at June 30, 2023 |
|
|
i 45,071 |
|
|
$ |
— |
|
|
$ |
i 266,058 |
|
|
$ |
i 1,412,253 |
|
|
$ |
( i 5,988 |
) |
|
|
( i 14,201 |
) |
|
$ |
( i 422,993 |
) |
|
$ |
i 1,249,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2021 |
|
|
i 43,424 |
|
|
$ |
— |
|
|
$ |
i 225,689 |
|
|
$ |
i 1,105,761 |
|
|
$ |
( i 8,540 |
) |
|
|
( i 9,280 |
) |
|
$ |
( i 229,858 |
) |
|
$ |
i 1,093,052 |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
i 10,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 10,500 |
|
Shares issued for vested RSUs |
|
|
i 604 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Shares issued for stock option exercises |
|
|
i 137 |
|
|
|
— |
|
|
|
i 2,998 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 2,998 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 104,844 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 104,844 |
|
Unrealized gain on investments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 162 |
|
|
|
— |
|
|
|
— |
|
|
|
i 162 |
|
Foreign currency translation gain, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 897 |
|
|
|
— |
|
|
|
— |
|
|
|
i 897 |
|
Purchases of treasury shares, at cost |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 2,702 |
) |
|
|
( i 104,372 |
) |
|
|
( i 104,372 |
) |
Balance at June 30, 2022 |
|
|
i 44,165 |
|
|
$ |
— |
|
|
$ |
i 239,187 |
|
|
$ |
i 1,210,605 |
|
|
$ |
( i 7,481 |
) |
|
|
( i 11,982 |
) |
|
$ |
( i 334,230 |
) |
|
$ |
i 1,108,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2022 |
|
|
i 44,327 |
|
|
$ |
— |
|
|
$ |
i 251,878 |
|
|
$ |
i 1,313,185 |
|
|
$ |
( i 5,990 |
) |
|
|
( i 13,106 |
) |
|
$ |
( i 372,928 |
) |
|
$ |
i 1,186,145 |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
i 12,205 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 12,205 |
|
Shares issued for vested RSUs |
|
|
i 595 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Shares issued for stock option exercises |
|
|
i 149 |
|
|
|
— |
|
|
|
i 1,975 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 1,975 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 99,068 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 99,068 |
|
Unrealized loss on investments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 2,307 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 2,307 |
) |
Foreign currency translation gain, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 2,309 |
|
|
|
— |
|
|
|
— |
|
|
|
i 2,309 |
|
Purchases of treasury shares, at cost |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 1,095 |
) |
|
|
( i 50,065 |
) |
|
|
( i 50,065 |
) |
Balance at June 30, 2023 |
|
|
i 45,071 |
|
|
$ |
— |
|
|
$ |
i 266,058 |
|
|
$ |
i 1,412,253 |
|
|
$ |
( i 5,988 |
) |
|
|
( i 14,201 |
) |
|
$ |
( i 422,993 |
) |
|
$ |
i 1,249,330 |
|
See notes to consolidated financial statements.
5
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
|
|
Six Months Ended |
|
|||||
|
|
|
||||||
|
|
|
|
2022 |
|
|||
Cash Flows from Operating Activities |
|
|
|
|
|
|
||
Net income |
|
$ |
i 99,068 |
|
|
$ |
i 104,844 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
i 19,169 |
|
|
|
i 17,098 |
|
Amortization of deferred loan costs and debt discount |
|
|
i 4,182 |
|
|
|
i 2,528 |
|
Change in fair value of loans and finance receivables |
|
|
i 393,181 |
|
|
|
i 257,471 |
|
Stock-based compensation expense |
|
|
i 12,205 |
|
|
|
i 10,500 |
|
Loss on sale of subsidiary |
|
|
— |
|
|
|
i 4,388 |
|
Incomplete transaction costs |
|
|
— |
|
|
|
i 710 |
|
Loss on early extinguishment of debt |
|
|
i 271 |
|
|
|
— |
|
Operating leases, net |
|
|
( i 2,352 |
) |
|
|
( i 2,225 |
) |
Deferred income taxes, net |
|
|
( i 1,047 |
) |
|
|
i 10,726 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Finance and service charges on loans and finance receivables |
|
|
( i 1,873 |
) |
|
|
( i 11,299 |
) |
Other receivables and prepaid expenses and other assets |
|
|
i 18,905 |
|
|
|
( i 18,064 |
) |
Accounts payable and accrued expenses |
|
|
i 5,522 |
|
|
|
( i 11,539 |
) |
Current income taxes |
|
|
i 34,108 |
|
|
|
i 27,036 |
|
Net cash provided by operating activities |
|
|
i 581,339 |
|
|
|
i 392,174 |
|
Cash Flows from Investing Activities |
|
|
|
|
|
|
||
Loans and finance receivables originated or acquired |
|
|
( i 1,891,926 |
) |
|
|
( i 1,937,819 |
) |
Loans and finance receivables repaid |
|
|
i 1,429,097 |
|
|
|
i 1,201,083 |
|
Capitalization of software development costs and purchases of fixed assets |
|
|
( i 20,648 |
) |
|
|
( i 23,311 |
) |
Sale of a subsidiary |
|
|
— |
|
|
|
i 8,713 |
|
Net cash used in investing activities |
|
|
( i 483,477 |
) |
|
|
( i 751,334 |
) |
Cash Flows from Financing Activities |
|
|
|
|
|
|
||
Borrowings under revolving line of credit |
|
|
i 117,000 |
|
|
|
i 99,000 |
|
Repayments under revolving line of credit |
|
|
( i 160,000 |
) |
|
|
( i 30,000 |
) |
Borrowings under securitization facilities |
|
|
i 514,821 |
|
|
|
i 408,926 |
|
Repayments under securitization facilities |
|
|
( i 364,678 |
) |
|
|
( i 23,213 |
) |
Repayments of senior notes |
|
|
( i 69,461 |
) |
|
|
— |
|
Debt issuance costs paid |
|
|
( i 4,661 |
) |
|
|
( i 6,277 |
) |
Proceeds from exercise of stock options |
|
|
i 1,975 |
|
|
|
i 2,998 |
|
Treasury shares purchased |
|
|
( i 50,065 |
) |
|
|
( i 104,372 |
) |
Net cash (used in) provided by financing activities |
|
|
( i 15,069 |
) |
|
|
i 347,062 |
|
Effect of exchange rates on cash, cash equivalents and restricted cash |
|
|
i 468 |
|
|
|
( i 31 |
) |
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
i 83,261 |
|
|
|
( i 12,129 |
) |
Cash, cash equivalents and restricted cash at beginning of year |
|
|
i 178,400 |
|
|
|
i 225,883 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
i 261,661 |
|
|
$ |
i 213,754 |
|
|
|
|
|
|
|
|
||
Supplemental Disclosures |
|
|
|
|
|
|
||
Non-cash renewal of loans and finance receivables |
|
$ |
i 255,966 |
|
|
$ |
i 151,300 |
|
See notes to consolidated financial statements.
6
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. Significant Accounting Policies
Nature of the Company
Enova International, Inc. and its subsidiaries (collectively, the “Company”) operate 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 loan and finance receivable products that are primarily unsecured. 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, until recently, receivables purchase agreement product (“RPAs”). Consumer loans include installment loans and line of credit accounts. RPAs represent a right to receive future receivables from a small business. The Company also provides services related to third-party lenders’ consumer loan products in some markets by acting as a credit services organization or credit access business on behalf of consumers in accordance with applicable state laws (“CSO program”).
Basis of Presentation
The consolidated financial statements of the Company included herein have been prepared on the basis of accounting principles generally accepted in the United States (“GAAP”) and 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 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 June 30, 2023 and 2022 and for the three and six-month periods ended June 30, 2023 and 2022 are unaudited but, in management’s opinion, include all adjustments necessary for a fair presentation of the results for such interim periods. Operating results for the three and six-month periods 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, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020 and related notes, which are included on Form 10-K filed with the SEC on February 24, 2023.
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the consolidated balance sheets (in thousands):
|
|
|
||||||
|
|
|
|
2022 |
|
|||
Cash and cash equivalents |
|
$ |
i 100,042 |
|
|
$ |
i 144,090 |
|
Restricted cash |
|
|
i 161,619 |
|
|
|
i 69,664 |
|
Total cash, cash equivalents and restricted cash |
|
$ |
i 261,661 |
|
|
$ |
i 213,754 |
|
Loans and Finance Receivables
The Company utilizes the fair value option on its entire loan and finance receivable portfolio. As such, loans and finance receivables are carried at fair value in the consolidated balance sheet with changes in fair value recorded in the consolidated income statement. To derive the fair value, the Company generally utilizes discounted cash flow analyses that factor in estimated losses, prepayments, utilization rates and servicing costs over the estimated duration of the underlying assets. Loss, prepayment, utilization and servicing cost assumptions are determined using historical data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that the Company believes a market participant would require. Accrued and unpaid interest and fees are included in “Loans and finance receivables at fair value” in the consolidated balance sheets.
If a loan is renewed or refinanced, the renewal or refinanced loan is considered a new loan. The Company generally does not consider modifications that do not necessitate the customer to sign a new loan agreement to be new loans.
7
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Current and Delinquent Loans and Finance Receivables
The Company classifies its loans and finance receivables as either current or delinquent. Excluding OnDeck loans and finance receivables, when a customer does not make a scheduled payment as of the due date, that payment is considered delinquent, and the remainder of the receivable balance is considered current. If the customer does not make two consecutive payments, the entire account or loan is classified as delinquent and placed on a non-accrual status. For the OnDeck portfolio, a loan is considered to be delinquent when the scheduled payments are one day past due. Loans are placed in nonaccrual status and the accrual of interest income is stopped on loans that are delinquent and non-paying. Loans are returned to accrual status if they are brought to non-delinquent status or have performed in accordance with the contractual terms for a reasonable period of time and, in the Company’s judgment, will continue to make periodic principal and interest payments as scheduled. The Company allows for normal payment processing time before considering a loan delinquent but does not provide for any additional grace period.
Where permitted by law and as long as a loan is not considered delinquent, a customer may choose to renew or extend the due date on certain installment loans. In order to renew or extend a single-pay loan, a customer must agree to pay the current finance charge for the right to make a later payment of the outstanding principal balance plus an additional finance charge. In order to renew an installment loan, the customer enters into a new installment loan contract and agrees to pay the principal balance and finance charge in accordance with the terms of the new loan contract. In certain situations, the Company offers forbearance options, such as payment deferrals, on its loan products without the incurrence of additional finance charges or late fees. If a loan is deemed to be current and the customer makes a deferral or payment modification, the loan is still deemed to be current until the next scheduled payment is missed.
For the consumer portfolio, the Company generally charges off loans and finance receivables between i 60 and i 65 days delinquent. If a loan or finance receivable is deemed uncollectible prior to this, it is charged off at that point. For the small business portfolio, the Company generally charges off a loan when it is probable that it will be unable to collect all of the remaining principal payments, which is generally after i 90 days of delinquency and i 30 days of non-activity. Recoveries on loans and finance receivables that were previously charged off are generally recognized when collected or sold.
/Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. In accordance with Accounting Standards Codification (“ASC”) 350, Goodwill, the Company tests goodwill and intangible assets with an indefinite life for potential impairment annually as of October 1 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount.
The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In assessing the qualitative factors, management considers relevant events and circumstances including but not limited to macroeconomic conditions, industry and market environment, overall financial performance of the Company, cash flow from operating activities, market capitalization and stock price. If the Company determines that the quantitative impairment test is required, management uses the income approach to complete its annual goodwill assessment. The income approach uses future cash flows and estimated terminal values for the Company that are discounted using a market participant perspective to determine the fair value, which is then compared to the carrying value to determine if there is impairment. The income approach includes assumptions about revenue growth rates, operating margins and terminal growth rates discounted by an estimated weighted-average cost of capital derived from other publicly-traded companies that are similar but not identical from an operational and economic standpoint.
Revenue Recognition
The Company recognizes revenue based on the financing products and services it offers and on loans it acquires. “Revenue” in the consolidated statements of income primarily includes interest income, statement and draw fees on line of credit accounts, fees for services provided through the Company’s CSO program (“CSO fees”), revenue on RPAs, origination fees, and other fees as permitted by applicable laws and pursuant to the agreement with the customer. Interest income is generally recognized on an effective yield basis over the contractual term of the loan on installment loans or the estimated outstanding period of the draw on line of credit accounts. Statement fees on line of credit accounts are similar to interest charges and are generally recognized similarly to interest income. Draw fees on line of credit accounts are generally recognized at the time of draw. Revenue on RPAs is recognized over the projected delivery term of the agreement. CSO fees are recognized over the term of the loan. Origination fees are charged to customers on certain installment loan products and are recognized upon origination.
8
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Marketing Expenses
Marketing expenses consist of digital costs, lead purchase costs and offline marketing costs such as television and direct mail advertising. All marketing expenses are expensed as incurred.
Equity Method Investments
In the second quarter of 2022, the Company sold its remaining interest in On Deck Capital Canada Holdings, Inc. (“OnDeck Canada”), which resulted in a net loss of $ i 4.4 million. Prior to this, the Company recorded its interest in OnDeck Canada under the equity method of accounting.
On February 24, 2021, the Company contributed the platform-as-service business assumed in the OnDeck acquisition to Linear Financial Technologies Holding LLC (“Linear”) in exchange for ownership units in that entity. The Company records its interest in Linear under the equity method of accounting. As of June 30, 2023 and 2022 and December 31, 2022, the carrying value of the Company’s investment in Linear was $ i 16.0 million, $ i 16.7 million and $ i 18.3 million, respectively, which the Company has included in “Other assets” on the consolidated balance sheets.
In December 2021, the Company sold a portion of its interest in On Deck Capital Australia PTY LTD (“OnDeck Australia”). Prior to this, the Company had consolidated the financial position and results of operations of OnDeck Australia under the voting interest model. Subsequent to the transaction, the Company owns a i 20% equity interest in OnDeck Australia and no longer has control over the entity; as such, the Company has deconsolidated OnDeck Australia from its financial statements and now records its interest under the equity method of accounting. As of June 30, 2023 and 2022 and December 31, 2022, the carrying value of the Company’s investment in OnDeck Australia was $ i 0.0 million, $ i 1.4 million and $ i 1.1 million, respectively, which the Company has included in “Other assets” on the consolidated balance sheets.
Equity method income has been included in “Equity method investment income” in the consolidated income statements.
/Variable Interest Entities
As part of the Company’s overall funding strategy and as part of its efforts to support its liquidity from varying sources, the Company has established a securitization program through several securitization facilities. The Company transfers certain loan receivables to VIEs, which issue notes backed by the underlying 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.
2. Loans and Finance Receivables
Revenue generated from the Company’s loans and finance receivables for the three and six months ended June 30, 2023 and 2022 was as follows (dollars in thousands):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
|
|||||||||||
|
|
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|||||
Consumer loans and finance receivables revenue |
|
$ |
i 302,264 |
|
|
$ |
i 253,043 |
|
|
$ |
i 583,275 |
|
|
$ |
i 501,590 |
|
Small business loans and finance receivables revenue |
|
|
i 190,459 |
|
|
|
i 149,909 |
|
|
|
i 384,915 |
|
|
|
i 282,503 |
|
Total loans and finance receivables revenue |
|
|
i 492,723 |
|
|
|
i 402,952 |
|
|
|
i 968,190 |
|
|
|
i 784,093 |
|
Other |
|
|
i 6,708 |
|
|
|
i 5,038 |
|
|
|
i 14,497 |
|
|
|
i 9,628 |
|
Total revenue |
|
$ |
i 499,431 |
|
|
$ |
i 407,990 |
|
|
$ |
i 982,687 |
|
|
$ |
i 793,721 |
|
9
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
/
Loans and Finance Receivables at Fair Value
The components of Company-owned loans and finance receivables at June 30, 2023 and 2022 and December 31, 2022 were as follows (dollars in thousands):
|
|
As of June 30, 2023 |
|
|||||||||
|
|
|
|
|
Small |
|
|
|
|
|||
|
|
Consumer |
|
|
Business |
|
|
Total |
|
|||
Principal balance - accrual |
|
$ |
i 889,545 |
|
|
$ |
i 1,616,953 |
|
|
$ |
i 2,506,498 |
|
Principal balance - non-accrual |
|
|
i 93,843 |
|
|
|
i 156,601 |
|
|
|
i 250,444 |
|
Total principal balance |
|
|
i 983,388 |
|
|
|
i 1,773,554 |
|
|
|
i 2,756,942 |
|
|
|
|
|
|
|
|
|
|
|
|||
Accrued interest and fees |
|
|
i 85,354 |
|
|
|
i 15,261 |
|
|
|
i 100,615 |
|
|
|
|
|
|
|
|
|
|
|
|||
Loans and finance receivables at fair value - accrual |
|
|
i 1,159,607 |
|
|
|
i 1,855,793 |
|
|
|
i 3,015,400 |
|
Loans and finance receivables at fair value - non-accrual |
|
|
i 8,437 |
|
|
|
i 68,608 |
|
|
|
i 77,045 |
|
Loans and finance receivables at fair value |
|
$ |
i 1,168,044 |
|
|
$ |
i 1,924,401 |
|
|
$ |
i 3,092,445 |
|
Difference between principal balance and fair value |
|
$ |
i 184,656 |
|
|
$ |
i 150,847 |
|
|
$ |
i 335,503 |
|
|
|
As of June 30, 2022 |
|
|||||||||
|
|
|
|
|
Small |
|
|
|
|
|||
|
|
Consumer |
|
|
Business |
|
|
Total |
|
|||
Principal balance - accrual |
|
$ |
i 842,351 |
|
|
$ |
i 1,307,587 |
|
|
$ |
i 2,149,938 |
|
Principal balance - non-accrual |
|
|
i 94,250 |
|
|
|
i 56,468 |
|
|
|
i 150,718 |
|
Total principal balance |
|
|
i 936,601 |
|
|
|
i 1,364,055 |
|
|
|
i 2,300,656 |
|
|
|
|
|
|
|
|
|
|
|
|||
Accrued interest and fees |
|
|
i 68,246 |
|
|
|
i 8,612 |
|
|
|
i 76,858 |
|
|
|
|
|
|
|
|
|
|
|
|||
Loans and finance receivables at fair value - accrual |
|
|
i 980,668 |
|
|
|
i 1,443,061 |
|
|
|
i 2,423,729 |
|
Loans and finance receivables at fair value - non-accrual |
|
|
i 8,460 |
|
|
|
i 28,662 |
|
|
|
i 37,122 |
|
Loans and finance receivables at fair value |
|
$ |
i 989,128 |
|
|
$ |
i 1,471,723 |
|
|
$ |
i 2,460,851 |
|
Difference between principal balance and fair value |
|
$ |
i 52,527 |
|
|
$ |
i 107,668 |
|
|
$ |
i 160,195 |
|
|
|
As of December 31, 2022 |
|
|||||||||
|
|
|
|
|
Small |
|
|
|
|
|||
|
|
Consumer |
|
|
Business |
|
|
Total |
|
|||
Principal balance - accrual |
|
$ |
i 857,682 |
|
|
$ |
i 1,656,312 |
|
|
$ |
i 2,513,994 |
|
Principal balance - non-accrual |
|
|
i 108,071 |
|
|
|
i 117,099 |
|
|
|
i 225,170 |
|
Total principal balance |
|
|
i 965,753 |
|
|
|
i 1,773,411 |
|
|
|
i 2,739,164 |
|
|
|
|
|
|
|
|
|
|
|
|||
Accrued interest and fees |
|
|
i 74,764 |
|
|
|
i 23,871 |
|
|
|
i 98,635 |
|
|
|
|
|
|
|
|
|
|
|
|||
Loans and finance receivables at fair value - accrual |
|
|
i 1,073,100 |
|
|
|
i 1,878,253 |
|
|
|
i 2,951,353 |
|
Loans and finance receivables at fair value - non-accrual |
|
|
i 9,962 |
|
|
|
i 57,213 |
|
|
|
i 67,175 |
|
Loans and finance receivables at fair value |
|
$ |
i 1,083,062 |
|
|
$ |
i 1,935,466 |
|
|
$ |
i 3,018,528 |
|
Difference between principal balance and fair value |
|
$ |
i 117,309 |
|
|
$ |
i 162,055 |
|
|
$ |
i 279,364 |
|
As of June 30, 2023 and 2022 and December 31, 2022, the aggregate fair value of loans and finance receivables that were 90 days or more past due was $ i 17.4 million, $ i 5.5 million and $ i 8.2 million, respectively, of which, $ i 17.0 million, $ i 5.4 million and $ i 8.0 million, respectively, was in non-accrual status. The aggregate unpaid principal balance for loans and finance receivables that were 90 days or more past due was $ i 41.1 million, $ i 11.8 million and $ i 17.9 million, respectively.
Changes in the fair value of Company-owned loans and finance receivables during the three and six months ended June 30, 2023 and 2022 were as follows (dollars in thousands):
10
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
|
|
Three Months Ended June 30, 2023 |
|
|||||||||
|
|
|
|
|
Small |
|
|
|
|
|||
|
|
Consumer |
|
|
Business |
|
|
Total |
|
|||
Balance at beginning of period |
|
$ |
i 1,062,867 |
|
|
$ |
i 1,940,499 |
|
|
$ |
i 3,003,366 |
|
Originations or acquisitions(1) |
|
|
i 385,513 |
|
|
|
i 711,658 |
|
|
|
i 1,097,171 |
|
Interest and fees(2) |
|
|
i 302,264 |
|
|
|
i 190,459 |
|
|
|
i 492,723 |
|
Repayments |
|
|
( i 467,443 |
) |
|
|
( i 836,035 |
) |
|
|
( i 1,303,478 |
) |
Charge-offs, net(3) |
|
|
( i 131,198 |
) |
|
|
( i 83,772 |
) |
|
|
( i 214,970 |
) |
Net change in fair value(3) |
|
|
i 15,252 |
|
|
|
i 1,592 |
|
|
|
i 16,844 |
|
Effect of foreign currency translation |
|
|
i 789 |
|
|
|
— |
|
|
|
i 789 |
|
Balance at end of period |
|
$ |
i 1,168,044 |
|
|
$ |
i 1,924,401 |
|
|
$ |
i 3,092,445 |
|
|
|
Three Months Ended June 30, 2022 |
|
|||||||||
|
|
|
|
|
Small |
|
|
|
|
|||
|
|
Consumer |
|
|
Business |
|
|
Total |
|
|||
Balance at beginning of period |
|
$ |
i 934,351 |
|
|
$ |
i 1,297,533 |
|
|
$ |
i 2,231,884 |
|
Originations or acquisitions(1) |
|
|
i 388,336 |
|
|
|
i 679,233 |
|
|
|
i 1,067,569 |
|
Interest and fees(2) |
|
|
i 253,043 |
|
|
|
i 149,909 |
|
|
|
i 402,952 |
|
Repayments |
|
|
( i 452,651 |
) |
|
|
( i 646,188 |
) |
|
|
( i 1,098,839 |
) |
Charge-offs, net(3) |
|
|
( i 134,524 |
) |
|
|
( i 27,867 |
) |
|
|
( i 162,391 |
) |
Net change in fair value(3) |
|
|
i 1,446 |
|
|
|
i 19,103 |
|
|
|
i 20,549 |
|
Effect of foreign currency translation |
|
|
( i 873 |
) |
|
|
— |
|
|
|
( i 873 |
) |
Balance at end of period |
|
$ |
i 989,128 |
|
|
$ |
i 1,471,723 |
|
|
$ |
i 2,460,851 |
|
|
|
Six Months Ended June 30, 2023 |
|
|||||||||
|
|
|
|
|
Small |
|
|
|
|
|||
|
|
Consumer |
|
|
Business |
|
|
Total |
|
|||
Balance at beginning of period |
|
$ |
i 1,083,062 |
|
|
$ |
i 1,935,466 |
|
|
$ |
i 3,018,528 |
|
Originations or acquisitions(1) |
|
|
i 666,064 |
|
|
|
i 1,481,822 |
|
|
|
i 2,147,886 |
|
Interest and fees(2) |
|
|
i 583,275 |
|
|
|
i 384,915 |
|
|
|
i 968,190 |
|
Repayments |
|
|
( i 934,976 |
) |
|
|
( i 1,715,218 |
) |
|
|
( i 2,650,194 |
) |
Charge-offs, net(3) |
|
|
( i 287,470 |
) |
|
|
( i 159,987 |
) |
|
|
( i 447,457 |
) |
Net change in fair value(3) |
|
|
i 56,873 |
|
|
|
( i 2,597 |
) |
|
|
i 54,276 |
|
Effect of foreign currency translation |
|
|
i 1,216 |
|
|
|
— |
|
|
|
i 1,216 |
|
Balance at end of period |
|
$ |
i 1,168,044 |
|
|
$ |
i 1,924,401 |
|
|
$ |
i 3,092,445 |
|
|
|
Six Months Ended June 30, 2022 |
|
|||||||||
|
|
|
|
|
Small |
|
|
|
|
|||
|
|
Consumer |
|
|
Business |
|
|
Total |
|
|||
Balance at beginning of period |
|
$ |
i 890,144 |
|
|
$ |
i 1,074,546 |
|
|
$ |
i 1,964,690 |
|
Originations or acquisitions(1) |
|
|
i 751,145 |
|
|
|
i 1,337,974 |
|
|
|
i 2,089,119 |
|
Interest and fees(2) |
|
|
i 501,590 |
|
|
|
i 282,503 |
|
|
|
i 784,093 |
|
Repayments |
|
|
( i 904,473 |
) |
|
|
( i 1,215,674 |
) |
|
|
( i 2,120,147 |
) |
Charge-offs, net(3) |
|
|
( i 271,748 |
) |
|
|
( i 48,727 |
) |
|
|
( i 320,475 |
) |
Net change in fair value(3) |
|
|
i 21,903 |
|
|
|
i 41,101 |
|
|
|
i 63,004 |
|
Effect of foreign currency translation |
|
|
i 567 |
|
|
|
— |
|
|
|
i 567 |
|
Balance at end of period |
|
$ |
i 989,128 |
|
|
$ |
i 1,471,723 |
|
|
$ |
i 2,460,851 |
|
(1) Originations or acquisitions is presented on a cost basis.
(2) Included in “Revenue” in the consolidated statements of income.
(3) Included in “Change in Fair Value” in the consolidated statements of income.
/Guarantees of Consumer Loans
In connection with its CSO program, the Company guarantees consumer loan payment obligations to an unrelated third-party lender for consumer 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 June 30, 2023 and 2022 and December 31, 2022, the consumer loans guaranteed by the Company had an estimated fair value of $ i 19.1 million, $ i 17.9 million and $ i 16.3 million, respectively, and an outstanding principal balance of $ i 14.2 million, $ i 11.9 million and $ i 12.9 million, respectively. As of June 30, 2023 and 2022 and December 31, 2022, the amount of consumer
11
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
loans, including principal, fees and interest, guaranteed by the Company was $ i 17.0 million, $ i 14.0 million and $ i 15.6 million, respectively. These loans are not included in the consolidated balance sheets as the Company does not own the loans prior to default.
/
3. Leases
The Company has operating leases primarily for its corporate headquarters, other offices located in the U.S. and certain equipment. The Company’s leases have remaining lease terms of less than i one year to i twelve years. i Certain leases include i options to extend the leases for up to five years, i while others include i options to terminate the leases within i 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. The right-of-use assets represent the lease liability, plus any lease payments made at or before the commencement date, less any lease incentives received. 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.
During the first quarter of 2023, the Company entered into the third amendment to the lease (the “Amendment”) for its headquarters in Chicago. The Amendment, among other changes, will result in the surrender of a portion of space currently leased by the Company, the addition of remaining space on a separate floor that is currently partially occupied by the Company, a change to the base rent schedule and an extension of the lease term from August 2027 to February 2035. As a result of the Amendment, the Company recognized an adjustment to decrease both its operating lease liability and operating lease right of use asset balances by $ i i 7.9 / million and recognized a $ i 1.7 million loss on the impairment of leasehold improvement assets related to the surrendered space that have no future utility.
Lease expenses for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
|
|||||||||||
|
|
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|||||
Operating lease cost |
|
$ |
i 1,145 |
|
|
$ |
i 2,031 |
|
|
$ |
i 2,714 |
|
|
$ |
i 3,843 |
|
Variable lease cost |
|
|
i 168 |
|
|
|
i 142 |
|
|
|
i 402 |
|
|
|
i 239 |
|
Short-term lease cost |
|
|
i 274 |
|
|
|
i 40 |
|
|
|
i 525 |
|
|
|
i 84 |
|
Sublease income |
|
|
( i 57 |
) |
|
|
( i 57 |
) |
|
|
( i 113 |
) |
|
|
( i 139 |
) |
Total lease cost |
|
$ |
i 1,530 |
|
|
$ |
i 2,156 |
|
|
$ |
i 3,528 |
|
|
$ |
i 4,027 |
|
Future minimum lease payments as of June 30, 2023 are as follows (in thousands):
Year |
|
Amount |
|
|
2023 |
|
$ |
i 2,531 |
|
2024 |
|
|
i 3,341 |
|
2025 |
|
|
i 3,401 |
|
2026 |
|
|
i 3,723 |
|
2027 |
|
|
i 4,988 |
|
Thereafter |
|
|
i 28,254 |
|
Total lease payments |
|
$ |
i 46,238 |
|
Less: interest |
|
|
i 17,854 |
|
Present value of lease liabilities |
|
$ |
i 28,384 |
|
12
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
/
The weighted average remaining lease term and discount rate as of June 30, 2023 and 2022 were as follows:
|
|
June 30, |
|
|
|
|||||||
|
|
|
|
2022 |
|
|
2022 |
|
||||
Weighted average remaining lease term (years) |
|
|
|
|
|
|
|
|
|
|||
Operating leases |
|
|
i 8.7 |
|
|
|
i 4.8 |
|
|
|
i 4.5 |
|
Weighted average discount rate |
|
|
|
|
|
|
|
|
|
|||
Operating leases |
|
|
i 8.99 |
% |
|
|
i 10.00 |
% |
|
|
i 10.12 |
% |
Supplemental cash flow disclosures related to leases for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
|
|||||||||||
|
|
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|||||
Cash paid for amounts included in the measurement of lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating cash flows from operating leases |
|
$ |
i 2,545 |
|
|
$ |
i 2,702 |
|
|
$ |
i 5,158 |
|
|
$ |
i 5,564 |
|
Noncash transactions related to adjustments to lease liability and right-of-use asset |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating leases |
|
|
i 3,178 |
|
|
|
— |
|
|
|
( i 2,969 |
) |
|
|
— |
|
4. Long-term debt
The Company’s long-term debt instruments and balances outstanding as of June 30, 2023 and 2022 and December 31, 2022, including maturity date, weighted average interest rate and borrowing capacity as of June 30, 2023, were as follows (dollars in thousands):
|
|
|
|
Weighted |
|
|
|
|
Outstanding |
|
||||||||||
|
|
|
|
average |
|
Borrowing |
|
|
June 30, |
|
|
December 31, |
|
|||||||
|
|
Maturity date |
|
interest rate(1) |
|
capacity |
|
|
2023 |
|
|
2022 |
|
|
2022 |
|
||||
Funding Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2018-1 Securitization Facility |
|
i March 2027 |
(2) |
i 9.29% |
|
$ |
i 200,000 |
|
|
$ |
i 5,479 |
|
|
$ |
i 150,000 |
|
|
$ |
i 192,717 |
|
2018-2 Securitization Facility |
|
i July 2025 |
(3) |
i 9.39% |
|
|
i 225,000 |
|
|
|
i 116,039 |
|
|
|
i 189,327 |
|
|
|
i 179,654 |
|
2019-A Securitization Notes |
|
i June 2026 |
|
— |
|
|
— |
|
|
|
— |
|
|
|
i 5,343 |
|
|
|
— |
|
NCR 2022 Securitization Facility |
|
i October 2026 |
(4) |
i 9.84% |
|
|
i 125,000 |
|
|
|
i 33,215 |
|
|
|
— |
|
|
|
i 43,958 |
|
ODR 2021-1 Securitization Facility |
|
i November 2024 |
(5) |
i 8.03% |
|
|
i 233,333 |
|
|
|
i 185,167 |
|
|
|
i 107,000 |
|
|
|
i 197,167 |
|
ODR 2022-1 Securitization Facility |
|
i June 2025 |
(6) |
i 7.99% |
|
|
i 420,000 |
|
|
|
i 280,774 |
|
|
|
— |
|
|
|
i 187,000 |
|
RAOD Securitization Facility |
|
i November 2025 |
(7) |
i 7.96% |
|
|
i 230,263 |
|
|
|
i 212,263 |
|
|
|
i 202,632 |
|
|
|
i 230,263 |
|
HWCR 2023 Securitization Facility |
|
i May 2026 |
(8) |
i 9.49% |
|
|
i 287,214 |
|
|
|
i 221,000 |
|
|
|
— |
|
|
|
— |
|
ODAST III Securitization Notes |
|
i May 2027 |
(9) |
i 2.07% |
|
|
i 300,000 |
|
|
|
i 300,000 |
|
|
|
i 300,000 |
|
|
|
i 300,000 |
|
2023-A Securitization Notes |
|
i December 2027 |
|
i 7.78% |
|
|
i 128,679 |
|
|
|
i 128,679 |
|
|
|
— |
|
|
|
— |
|
Total funding debt |
|
|
|
i 7.15% |
|
$ |
i 2,149,489 |
|
|
$ |
i 1,482,616 |
|
|
$ |
i 954,302 |
|
|
$ |
i 1,330,759 |
|
Corporate Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
i i i 8.50 / / % Senior Notes Due i i i 2024 / / |
|
i September 2024 |
|
i 8.50% |
|
$ |
i 180,390 |
|
|
$ |
i 180,390 |
|
|
$ |
i 250,000 |
|
|
$ |
i 250,000 |
|
i i i 8.50 / / % Senior Notes Due i i i 2025 / / |
|
i September 2025 |
|
i 8.50% |
|
|
i 375,000 |
|
|
|
i 375,000 |
|
|
|
i 375,000 |
|
|
|
i 375,000 |
|
Revolving line of credit |
|
i June 2026 |
|
i 8.66% |
|
|
i 440,000 |
|
(10) |
|
i 266,000 |
|
|
|
i 269,000 |
|
|
|
i 309,000 |
|
Total corporate debt |
|
|
|
i 8.55% |
|
$ |
i 995,390 |
|
|
$ |
i 821,390 |
|
|
$ |
i 894,000 |
|
|
$ |
i 934,000 |
|
Less: Long-term debt issuance costs |
|
|
|
|
|
|
|
|
$ |
( i 5,052 |
) |
|
$ |
( i 6,353 |
) |
|
$ |
( i 5,112 |
) |
|
Less: Debt discounts |
|
|
|
|
|
|
|
|
|
( i 1,928 |
) |
|
|
( i 1,284 |
) |
|
|
( i 987 |
) |
|
Total long-term debt |
|
|
|
|
|
|
|
|
$ |
i 2,297,026 |
|
|
$ |
i 1,840,665 |
|
|
$ |
i 2,258,660 |
|
|
(1) The weighted average interest rate is determined based on the rates and principal balances on June 30, 2023. It does not include the impact of the amortization of deferred loan origination costs or debt discounts.
(2) The period during which new borrowings may be made under this facility expires in March 2025.
(3) The period during which new borrowings may be made under this facility expires in July 2023.
(4) The period during which new borrowings may be made under this facility expires in October 2024.
(5) The period during which new borrowings may be made under this facility expires in November 2023.
(6) The period during which new borrowings may be made under this facility expires in June 2024.
(7) The period during which new borrowings may be made under this facility expires in November 2024.
(8) The period during which new borrowings may be made under this facility expires in May 2025.
(9) The period during which new borrowings may be made under this facility expires in April 2024.
(10) The Company had outstanding letters of credit under the Revolving line of credit of $ i i i 0.8 / / million as of each of the periods ended June 30, 2023 and 2022 and December 31, 2022.
/13
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Weighted average interest rates on long-term debt were i 8.00% and i 5.84% during the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and 2022 and December 31, 2022, the Company was in compliance with all covenants and other requirements set forth in the prevailing long-term debt agreements.
Recent Updates to Debt Facilities
HWCR 2023 Securitization Facility
On May 25, 2023 (the “HWCR 2023 Closing Date”), the Company and several of its subsidiaries entered into a receivables securitization (the “HWCR 2023 Securitization Facility”) with lenders party thereto from time to time, BNP Paribas, as administrative agent and collateral agent, and Deutsche Bank Trust Company Americas, as paying agent. The HWCR 2023 Securitization Facility finances securitization receivables that have been and will be originated under the Company’s Headway Capital brand by a wholly-owned subsidiary and that meet specified eligibility criteria. Under the HWCR 2023 Securitization Facility, eligible securitization receivables are sold to a wholly-owned subsidiary of the Company (the “HWCR 2023 Debtor”) and serviced by another subsidiary of the Company.
The HWCR 2023 Securitization Facility has Class A and Class B revolving commitments of $ i 215.0 million and $ i 72.2 million, respectively, which are required to be secured by eligible securitization receivables. The HWCR 2023 Securitization Facility is non-recourse to the Company and matures three years after the HWCR 2023 Closing Date. As of June 30, 2023, the total outstanding amount of the HWCR 2023 Securitization Facility was $ i 221.0 million.
The HWCR 2023 Securitization Facility is governed by a credit agreement, dated as of the HWCR 2023 Closing Date, among the HWCR 2023 Debtor, the administrative and collateral agent, the lenders, and the paying agent. The Class A revolving loans accrue interest at a rate per annum equal to the Commercial Paper rate plus i 2.7% with an advance rate of i 65.5%. The Class B revolving loans accrue interest at a rate per annum equal to Secured Overnight Financing Rate (“SOFR”) plus i 8.50% with an advance rate of i 87.5%. Interest payments on the HWCR 2023 Securitization Facility are made monthly.
All amounts due under the HWCR 2023 Securitization Facility are secured by all of the HWCR 2023 Debtor’s assets, which include the eligible securitization receivables transferred to the HWCR 2023 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 lenders for certain “bad acts,” and the Company has agreed for the benefit of the lenders to meet certain ongoing financial performance covenants.
The HWCR 2023 Securitization 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 customers to repay their loans or lines of credit; covenants regarding special purpose entity matters; and default and termination provisions which provide for the acceleration of the HWCR 2023 Securitization 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, and defaults under other material indebtedness of the HWCR 2023 Debtor.
2023-A Notes
On March 3, 2023 (the “2023-A Closing Date”), the Company issued $ i 170.0 million in aggregate principal notes (the “2023-A Notes”) through an indirect subsidiary, NetCredit Combined Receivables 2023, LLC (the “Issuer”). The 2023-A Notes were sold at a discount of the principal amount to yield i 9.00% to expected maturity (equivalent to i 3.975% spread above interpolated U.S. Treasuries) and are backed by a pool of unsecured consumer installment loans (“Securitization Receivables”). The 2023-A Notes represent obligations of the Issuer only and are not guaranteed by the Company. Under the 2023-A Notes, approximately $ i 200.0 million of Securitization Receivables have been sold to a wholly-owned subsidiary of the Company and serviced by another subsidiary of the Company.
The net proceeds of the offering of the 2023-A Notes on the 2023-A Closing Date were used to acquire the Securitization Receivables from certain subsidiaries of the Company, fund a reserve account and pay fees and expenses incurred in connection with the transaction.
The 2023-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.
8.50% Senior Notes Due 2024
During the six months ended June 30, 2023, the Company repurchased $ i 69.6 million principal amount of the i 8.50% Senior Notes Due 2024 for aggregate cash consideration of $ i 69.5 million plus accrued interest. In connection with these purchases, the Company recorded
14
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
a loss on extinguishment of debt of $ i 0.3 million ($ i 0.2 million, net of tax), which is included in “Other nonoperating expenses” in the consolidated statements of income.
/
5. Income Taxes
The Company’s effective tax rate for the six months ended June 30, 2023 was i 24.0%, compared to i 24.1% for the six months ended June 30, 2022. The slight decrease is primarily attributable to larger excess tax benefits on stock compensation due to stock price appreciation coupled with a beneficial rate change on the measurement of the net deferred tax liability, partially offset by additional interest expense on unrecognized tax benefits.
As of June 30, 2023, the balance of unrecognized tax benefits, inclusive of interest and penalties, was $ i 110.7 million, which is included in “Accounts payable and accrued expenses” on the consolidated balance sheet, $ i 13.6 million of which, if recognized, would favorably affect the effective tax rate in the period of recognition. The Company had $ i 64.7 million and $ i 87.7 million of unrecognized tax benefits as of June 30, 2022 and December 31, 2022, respectively. Based on the expiration of the statute of limitations for certain jurisdictions, the Company believes it is reasonably possible that, within the next twelve months, unrecognized tax benefits could decrease by approximately $ i 3.1 million. The Company believes that it has adequately accounted for any material tax uncertainties in its existing reserves for all open tax years.
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 2018. However, the 2014 tax year is still open to the extent of the net operating loss that was carried back from the 2019 tax return. The years open to examination by state, local and foreign government authorities vary by jurisdiction, but the statute of limitation is generally i 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.
/
6. Earnings Per Share
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 and six months ended June 30, 2023 and 2022 (in thousands, except per share amounts):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
|
|||||||||||
|
|
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
i 48,145 |
|
|
$ |
i 52,401 |
|
|
$ |
i 99,068 |
|
|
$ |
i 104,844 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total weighted average basic shares |
|
|
i 31,084 |
|
|
|
i 32,497 |
|
|
|
i 31,212 |
|
|
|
i 32,933 |
|
Shares applicable to stock-based compensation |
|
|
i 1,119 |
|
|
|
i 987 |
|
|
|
i 1,244 |
|
|
|
i 1,248 |
|
Total weighted average diluted shares |
|
|
i 32,203 |
|
|
|
i 33,484 |
|
|
|
i 32,456 |
|
|
|
i 34,181 |
|
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per common share – basic |
|
$ |
i 1.55 |
|
|
$ |
i 1.61 |
|
|
$ |
i 3.17 |
|
|
$ |
i 3.18 |
|
Earnings per common share – diluted |
|
$ |
i 1.50 |
|
|
$ |
i 1.56 |
|
|
$ |
i 3.05 |
|
|
$ |
i 3.07 |
|
For the three months ended June 30, 2023 and 2022, i 314,224 and i 325,560 shares of common stock underlying stock options, respectively, and i 590,064 and i 486,073 shares of common stock underlying restricted stock units, respectively, were excluded from the calculation of diluted net income per share because their effect would have been antidilutive. For the six months ended June 30, 2023 and 2022, i 326,994 and i 275,489 shares of common stock underlying stock options, respectively, and i 468,129 and i 385,980 shares of common stock underlying restricted stock units, respectively, were excluded from the calculation of diluted net income per share because their effect would have been antidilutive.
/15
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
7. Operating Segment Information
The Company provides online financial services to non-prime credit consumers and small businesses in the United States and Brazil and has i one reportable segment. 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.
Geographic Information
The following table presents the Company’s revenue by geographic region for the three and six months ended June 30, 2023 and 2022 (dollars in thousands):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
|
|||||||||||
|
|
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
United States |
|
$ |
i 493,015 |
|
|
$ |
i 404,538 |
|
|
$ |
i 972,068 |
|
|
$ |
i 786,694 |
|
Other international countries |
|
|
i 6,416 |
|
|
|
i 3,452 |
|
|
|
i 10,619 |
|
|
|
i 7,027 |
|
Total revenue |
|
$ |
i 499,431 |
|
|
$ |
i 407,990 |
|
|
$ |
i 982,687 |
|
|
$ |
i 793,721 |
|
The Company’s long-lived assets, which consist of the Company’s property and equipment, were $ i 99.1 million, $ i 88.6 million and $ i 93.2 million at June 30, 2023 and 2022 and December 31, 2022, respectively. The operations for the Company’s businesses are primarily located within the United States, and the value of any long-lived assets located outside of the United States is immaterial.
/
8. Commitments and Contingencies
Consumer Financial Protection Bureau
In May 2021, the Company received a Civil Investigative Demand (“CID”) from the Consumer Financial Protection Bureau (“CFPB”) concerning certain loan processing issues. The Company cooperated and provided requested data and information in response to the CID. In April 2022, we received a second CID requesting additional information, which we have also provided. Management expects ongoing interactions in this matter and is unable to estimate how long this investigation will continue, whether and in what manner any legal actions may commence, or what the ultimate outcome of this matter will be. If the CFPB were to pursue legal actions, it may seek monetary penalties, restitution, injunctive relief, or other damages. Management does not currently believe that the outcome of this matter will have a material adverse effect on the Company's business, financial condition, or results of operations.
Litigation
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 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 sought to enjoin NC Utah from continuing its then-existing lending practices in Virginia, and still seeks restitution, civil penalties, and costs and expenses in connection with the same. Due to a change in the law, NC Utah no longer lends to Virginia residents and the injunctive remedies sought against NC Utah’s lending practices are no longer applicable. 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.
16
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
9. Related Party Transactions
In October 2019, the Company announced its intent to exit its operations in the U.K. market, and Grant Thornton LLP, a licensed U.K. insolvency practitioner, was appointed as administrators (“Administrators”) to take control of management of the U.K. businesses. The effect of the U.K. businesses’ entry into administration was to place their management, affairs, business and property under the direct control of the Administrators. The Company entered into a service agreement with the Administrators under which the Company provided certain administrative, technical and other services in exchange for compensation by the Administrators. The agreement expired on i July 8, 2022 and was not extended beyond that date. During the three months ended June 30, 2022, the Company recorded $ i 0.2 million in revenue related to these services. As of June 30, 2022, the Administrators owed the Company less than $ i 0.1 million related to services provided.
On February 24, 2021, the Company contributed the platform-as-service business assumed in the OnDeck acquisition to Linear in exchange for ownership units in that entity. The Company records its interest in Linear under the equity method of accounting. As of June 30, 2023 and 2022 and December 31, 2022, there was i i i no / / outstanding balance between Linear and the Company.
In December 2021, the Company divested a portion of its interest in OnDeck Australia and began recording its remaining interest utilizing the equity method of accounting. As of June 30, 2023 and 2022 and December 31, 2022, the Company had a due from affiliate balance of $ i 0.1 million, $ i 0.1 million and $ i 0.2 million, respectively, related to OnDeck Australia.
/
10. Fair Value Measurements
Recurring Fair Value Measurements
The Company uses a hierarchical framework that prioritizes and ranks the market observability of inputs used in its fair value measurements. Market price observability is affected by a number of factors, including the type of asset or liability and the characteristics specific to the asset or liability being measured. Assets and liabilities with readily available, active, quoted market prices or for which fair value can be measured from actively quoted prices generally are deemed to have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. The Company classifies the inputs used to measure fair value into one of three levels as follows:
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable.
Level 3: Unobservable inputs for the asset or liability measured.
Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those cases, the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level of input that is significant to the entire measurement. Such determination requires significant management judgment.
17
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
During the three and six months ended June 30, 2023 and 2022, there were i i i i no / / / transfers of assets or liabilities in or out of 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 June 30, 2023 and 2022 and December 31, 2022 are as follows (dollars in thousands):
|
|
June 30, |
|
|
Fair Value Measurements Using |
|
||||||||||
|
|
2023 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer loans and finance receivables(1)(2) |
|
$ |
i 1,168,044 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
i 1,168,044 |
|
Small business loans and finance receivables(1)(2) |
|
|
i 1,924,401 |
|
|
|
— |
|
|
|
— |
|
|
|
i 1,924,401 |
|
Non-qualified savings plan assets(3) |
|
|
i 7,505 |
|
|
|
i 7,505 |
|
|
|
— |
|
|
|
— |
|
Investment in trading security(4) |
|
|
i 10,835 |
|
|
|
i 10,835 |
|
|
|
— |
|
|
|
— |
|
Total |
|
$ |
i 3,110,785 |
|
|
$ |
i 18,340 |
|
|
$ |
— |
|
|
$ |
i 3,092,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
June 30, |
|
|
Fair Value Measurements Using |
|
||||||||||
|
|
2022 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer loans and finance receivables(1)(2) |
|
$ |
i 989,128 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
i 989,128 |
|
Small business loans and finance receivables(1)(2) |
|
|
i 1,471,723 |
|
|
|
— |
|
|
|
— |
|
|
|
i 1,471,723 |
|
Non-qualified savings plan assets(3) |
|
|
i 5,567 |
|
|
|
i 5,567 |
|
|
|
— |
|
|
|
— |
|
Investment in trading security(4) |
|
|
i 17,871 |
|
|
|
i 17,871 |
|
|
|
— |
|
|
|
— |
|
Total |
|
$ |
i 2,484,289 |
|
|
$ |
i 23,438 |
|
|
$ |
— |
|
|
$ |
i 2,460,851 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
December 31, |
|
|
Fair Value Measurements Using |
|
||||||||||
|
|
2022 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer loans and finance receivables(1)(2) |
|
$ |
i 1,083,062 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
i 1,083,062 |
|
Small business loans and finance receivables(1)(2) |
|
|
i 1,935,466 |
|
|
|
— |
|
|
|
— |
|
|
|
i 1,935,466 |
|
Non-qualified savings plan assets(3) |
|
|
i 5,884 |
|
|
|
i 5,884 |
|
|
|
— |
|
|
|
— |
|
Investment in trading security(4) |
|
|
i 17,406 |
|
|
|
i 17,406 |
|
|
|
— |
|
|
|
— |
|
Total |
|
$ |
i 3,041,818 |
|
|
$ |
i 23,290 |
|
|
$ |
— |
|
|
$ |
i 3,018,528 |
|
(1) Consumer and small business loans and finance receivables are included in “Loans and finance receivables at fair value” in the consolidated balance sheets.
(2) Consumer loans and finance receivables include $ i 695.1 million, $ i 435.6 million and $ i 528.8 million in assets of consolidated VIEs as of June 30, 2023 and 2022 and December 31, 2022, respectively. Small business loans and finance receivables include $ i 1,288.0 million, $ i 758.5 million and $ i 1,170.9 million in assets of consolidated VIEs as of June 30, 2023 and 2022 and December 31, 2022, respectively.
(3) The non-qualified savings plan assets are included in “Other receivables and prepaid expenses” in the Company’s consolidated balance sheets and have an offsetting liability, which is included in “Accounts payable and accrued expenses” in the Company’s consolidated balance sheets.
(4) Investment in trading security is included in “Other assets” in the Company’s consolidated balance sheets.
/The Company primarily estimates the fair value of its loan and finance receivables portfolio using discounted cash flow models that have been internally developed. The models use inputs, such as estimated losses, prepayments, utilization rates, servicing costs and discount rates, that are unobservable but reflect the Company’s best estimates of the assumptions a market participant would use to calculate fair value. Certain unobservable inputs may, in isolation, have either a directionally consistent or opposite impact on the fair value of the financial instrument for a given change in that input. An increase to the net loss rate, prepayment rate, servicing cost, or discount rate would decrease the fair value of the Company’s loans and finance receivables. When multiple inputs are used within the valuation techniques for loans, a change in one input in a certain direction may be offset by an opposite change from another input.
The fair value of the nonqualified savings plan assets was deemed Level 1 as they are publicly traded equity securities for which market prices of identical assets are readily observable.
The fair value of the investment in trading security was deemed Level 1 as it is a publicly traded fund with active market pricing that is readily available.
18
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The Company had i i i no / / liabilities measured at fair value on a recurring basis as of June 30, 2023 and 2022 and December 31, 2022.
Fair Value Measurements on a Non-Recurring Basis
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 June 30, 2023 and 2022 and December 31, 2022, there were i i i i i i no / / / / / assets or liabilities recorded at fair value on a non-recurring basis.
Financial Assets and Liabilities Not Measured at Fair Value
The Company’s financial assets and liabilities as of June 30, 2023 and 2022 and December 31, 2022 that are not measured at fair value in the consolidated balance sheets are as follows (dollars in thousands):
|
|
Balance at |
|
|
|
|
|
|
|
|
|
|
||||
|
|
June 30, |
|
|
Fair Value Measurements Using |
|
||||||||||
|
|
2023 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
i 100,042 |
|
|
$ |
i 100,042 |
|
|
$ |
— |
|
|
$ |
— |
|
Restricted cash (1) |
|
|
i 161,619 |
|
|
|
i 161,619 |
|
|
|
— |
|
|
|
— |
|
Investment in unconsolidated investee (2) |
|
|
i 6,918 |
|
|
|
— |
|
|
|
— |
|
|
|
i 6,918 |
|
Total |
|
$ |
i 268,579 |
|
|
$ |
i 261,661 |
|
|
$ |
— |
|
|
$ |
i 6,918 |
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revolving line of credit |
|
$ |
i 266,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
i 266,000 |
|
Securitization notes |
|
|
i 1,480,688 |
|
|
|
— |
|
|
|
i 1,463,685 |
|
|
|
— |
|
i 8.50% senior notes due i 2024 |
|
|
i 180,390 |
|
|
|
— |
|
|
|
i 205,390 |
|
|
|
— |
|
i 8.50% senior notes due i 2025 |
|
|
i 375,000 |
|
|
|
— |
|
|
|
i 365,021 |
|
|
|
— |
|
Total |
|
$ |
i 2,302,078 |
|
|
$ |
— |
|
|
$ |
i 2,034,096 |
|
|
$ |
i 266,000 |
|
|
|
Balance at |
|
|
|
|
|
|
|
|
|
|
||||
|
|
June 30, |
|
|
Fair Value Measurements Using |
|
||||||||||
|
|
2022 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
i 144,090 |
|
|
$ |
i 144,090 |
|
|
$ |
— |
|
|
$ |
— |
|
Restricted cash (1) |
|
|
i 69,664 |
|
|
|
i 69,664 |
|
|
|
— |
|
|
|
— |
|
Investment in unconsolidated investee (2) |
|
|
i 6,918 |
|
|
|
— |
|
|
|
— |
|
|
|
i 6,918 |
|
Total |
|
$ |
i 220,672 |
|
|
$ |
i 213,754 |
|
|
$ |
— |
|
|
$ |
i 6,918 |
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revolving line of credit |
|
$ |
i 269,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
i 269,000 |
|
Securitization notes |
|
|
i 953,017 |
|
|
|
— |
|
|
|
i 932,700 |
|
|
|
— |
|
i 8.50% senior notes due i 2024 |
|
|
i 250,000 |
|
|
|
— |
|
|
|
i 232,438 |
|
|
|
— |
|
i 8.50% senior notes due i 2025 |
|
|
i 375,000 |
|
|
|
— |
|
|
|
i 326,168 |
|
|
|
— |
|
Total |
|
$ |
i 1,847,017 |
|
|
$ |
— |
|
|
$ |
i 1,491,306 |
|
|
$ |
i 269,000 |
|
19
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
|
|
Balance at |
|
|
|
|
|
|
|
|
|
|
||||
|
|
December 31, |
|
|
Fair Value Measurements Using |
|
||||||||||
|
|
2022 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
i 100,165 |
|
|
$ |
i 100,165 |
|
|
$ |
— |
|
|
$ |
— |
|
Restricted cash (1) |
|
|
i 78,235 |
|
|
|
i 78,235 |
|
|
|
— |
|
|
|
— |
|
Investment in unconsolidated investee (2) |
|
|
i 6,918 |
|
|
|
— |
|
|
|
— |
|
|
|
i 6,918 |
|
Total |
|
$ |
i 185,318 |
|
|
$ |
i 178,400 |
|
|
$ |
— |
|
|
$ |
i 6,918 |
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revolving line of credit |
|
$ |
i 309,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
i 309,000 |
|
Securitization notes |
|
|
i 1,329,772 |
|
|
|
— |
|
|
|
i 1,304,702 |
|
|
|
— |
|
i 8.50% senior notes due i 2024 |
|
|
i 250,000 |
|
|
|
— |
|
|
|
i 237,185 |
|
|
|
— |
|
i 8.50% senior notes due i 2025 |
|
|
i 375,000 |
|
|
|
— |
|
|
|
i 346,523 |
|
|
|
— |
|
Total |
|
$ |
i 2,263,772 |
|
|
$ |
— |
|
|
$ |
i 1,888,410 |
|
|
$ |
i 309,000 |
|
(1) Restricted cash includes $ i 145.8 million, $ i 56.2 million and $ i 65.5 million in assets of consolidated VIEs as of June 30, 2023 and 2022 and December 31, 2022, respectively.
(2) Investment in unconsolidated investee is included in “Other assets” in the consolidated balance sheets.
/Cash and cash equivalents and restricted cash bear interest at market rates and have maturities of less than i 90 days. The carrying amount of restricted cash and cash equivalents approximates fair value.
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.
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.
/
11. Subsequent Events
Subsequent events have been reviewed through the date these financial statements were issued.
On July 27, 2023, OnDeck Asset Securitization IV, LLC (“ODAS IV”), a wholly-owned indirect subsidiary of the Company, issued $ i 227.1 million in initial principal amount of Series 2023-1 Fixed Rate Asset-Backed Notes (the "ODAS IV Securitization Notes”) in a private securitization transaction. The ODAS IV Securitization Notes have a legal final payment date in August 2030 and were issued in three classes with initial principal amounts and fixed interest rates (per annum) as follows: Class A notes of $ i 143.8 million at i 7.00%, Class B notes of $ i 56.3 million at i 8.25%, and Class C notes of $ i 27.0 million at i 9.93%. Collateral for the ODAS IV Securitization Notes consists of, among other things, a revolving pool of small business loans originated or purchased by ODK Capital, LLC ( “ODK”), which is a wholly-owned indirect subsidiary of the Company. ODAS IV will use the net proceeds of the proposed private offering to purchase small business loans from ODK that will be pledged as collateral for the ODAS IV Securitization Notes and fund a reserve account. ODK is the servicer of the loans securing the ODAS IV Securitization Notes. ODAS IV is the sole obligor of the ODAS IV Securitization Notes, which are not obligations of, or guaranteed by, the Company or ODK. The Company will use the proceeds it receives from ODAS IV for general corporate purposes. The ODAS IV Securitization Notes were offered 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.
/20
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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, 2022. 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.
BUSINESS OVERVIEW
We are a leading technology and analytics company focused on providing online financial services. In 2022, we extended approximately $4.5 billion in credit or financing to borrowers and for the six months ended June 30, 2023, we extended approximately $2.2 billion in credit or financing to borrowers. As of June 30, 2023, we offered or arranged loans or draws on lines of credit to consumers in 37 states in the United States and Brazil. We also offered financing to small businesses in 47 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 June 30, 2023, we have completed approximately 59.4 million customer transactions and collected more than 60 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 installment loans and line of credit accounts.
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 more than 19 years of experience. These systems employ advanced risk analytics, including machine learning and artificial intelligence, 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 machine learning-enabled analytical models and statistical measures used in making our credit, purchase, marketing and collection decisions. Approximately 90% of models used in our analytical environment are machine learning-enabled.
Our flexible and scalable technology platforms allow us to process and complete customers’ transactions quickly and efficiently. In 2022, we processed approximately 2.5 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 platforms allow 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 2014, we launched our business in Brazil, where we arrange financing for borrowers through a third-party lender, and we introduced a new line of credit product in the United States to serve the needs of small businesses. In 2015, we further expanded our product offering by acquiring certain assets of a company that provided financing and installment loans to small businesses by offering receivables purchase agreements (“RPAs”). In October 2020, we acquired, through a merger, On Deck Capital Inc. (“OnDeck”), a small business lending company offering lending and funding solutions to small businesses in the U.S., Australia and Canada, to expand our small business offerings. In March 2021, we acquired Pangea Universal Holdings (“Pangea”), which provides mobile international money transfer services to customers in the U.S with a focus on Latin America and Asia. These new products have allowed us to further diversify our product offerings and customer base.
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,
21
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 partner 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 allow us to complete a high volume of customer transactions while actively managing risk and the related credit quality of our loan and finance receivable portfolios. We believe our successful application of these technological innovations differentiates our capabilities relative to competing platforms as evidenced by our history of strong growth and stable credit quality.
PRODUCTS AND SERVICES
Our online financing products and services provide customers with a deposit of funds to their bank account in exchange for a commitment to repay the amount deposited plus fees and interest. We originate, arrange, guarantee or purchase installment loans and line of credit accounts to consumers and small businesses. We have one reportable segment that includes all of our online financial services. Our loans and finance receivables generally have regular payments that amortize principal. Interest income is generally recognized on an effective, non-accelerated yield basis over the contractual term of the installment loan or estimated outstanding period of the draw on line of credit accounts.
Certain subsidiaries offer, or arrange through our Bank Programs, small business installment loans in 47 states and in Washington D.C. Terms for these products range between three and 24 months with regular payments that amortize principal. Loan sizes for these products range between $5,000 and $250,000. There is generally a fee paid upon origination, and total interest is typically calculated at a fixed rate for the life of the loan. A portion of the interest is forgivable if prepaid early, although we also offer a full prepayment forgiveness option at a higher interest rate. The average annualized yield for these products was 46% for the year ended December 31, 2022.
Certain subsidiaries offer, or arrange through our Bank Programs, small business line of credit accounts in 47 states and in Washington D.C. in the United States. Terms for these products range between 12 and 24 months with regular payments that amortize principal. Loan sizes for these products range between $5,000 and $100,000. Interest is calculated at a fixed rate based on the outstanding balance. There is generally no fee paid upon origination with the exception of one of our small business line of credit products, which has an origination fee when allowed by state law. Certain small business line of credit accounts also charge a monthly maintenance fee. The average annualized yield for these products was 48% for the year ended December 31, 2022.
22
OUR MARKETS
We currently provide our services in the following countries:
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.
RECENT REGULATORY DEVELOPMENTS
Consumer Financial Protection Bureau
On May 24, 2021, we received a Civil Investigative Demand (“CID”) from the Consumer Financial Protection Bureau (“CFPB”) concerning certain loan processing issues. We cooperated fully with the CFPB and provided all requested data and information in response to the CID. We anticipate being able to expeditiously complete the investigation as several of the issues were self‐disclosed and we have provided restitution to customers who may have been negatively impacted. We received a second CID in April 2022 requesting additional information. We have provided all requested information in response to the CID.
On October 6, 2017, the CFPB issued its final rule entitled “Payday, Vehicle Title, and Certain High-Cost Installment Loans” (the “Small Dollar Rule”), which covers certain consumer loans that we offer. The Small Dollar Rule requires that lenders who make short-term loans and longer-term loans with balloon payments reasonably determine consumers’ ability to repay the loans according to their terms before issuing the loans. The Small Dollar Rule also introduces new limitations on repayment processes for those lenders as well as lenders of other longer-term loans with an annual percentage rate greater than 36 percent that include an ACH authorization or similar payment provision. If a consumer has two consecutive failed payment attempts, the lender must obtain the consumer’s new and specific authorization to make further withdrawals from the consumer’s bank account. For loans covered by the Small Dollar Rule, lenders must provide certain notices to consumers before attempting a first payment withdrawal or an unusual withdrawal and after two consecutive failed withdrawal attempts. On June 7, 2019, the CFPB issued a final rule to set the compliance date for the mandatory underwriting provisions of the Small Dollar Rule to November 19, 2020. On July 7, 2020, the CFPB issued a final rule rescinding the ability-to-repay
23
(“ATR”) provisions of the Small Dollar Rule along with related provisions, such as the establishment of registered information systems for checking ATR and reporting loan activity. The payment provisions of the Small Dollar Rule remain in place. In April 2018, an action was filed against the CFPB making a constitutional challenge to the Small Dollar Rule. On October 19, 2022, a three-judge panel of the Fifth Circuit U.S. Circuit Court of Appeals ruled that the funding structure of the CFPB is unconstitutional and vacated the Small Dollar Rule. On November 14, 2022, the CFPB filed a Petition for Writ of Certiorari with the U.S. Supreme Court to review the Fifth Circuit ruling. The Supreme Court granted the Petition on February 27, 2023 but declined to expedite the proceeding. If the Small Dollar Rule does become effective in its current proposed form, we will need to make certain changes to our payment processes and customer notifications in our U.S. consumer lending business.
On March 30, 2023, the CFPB issued its final rule to implement Section 1071 of the Dodd-Frank Act. Section 1071 amended the Equal Credit Opportunity Act to require financial institutions to collect and report certain data in connection with credit applications made by small businesses, including women- or minority-owned small businesses, and applies to small business loans that we offer. For loans covered by the small business lending rule, a “covered lender” will be required to collect and report on certain information pursuant to an application for credit. Section 1071 requires covered lenders to collect and report information the financial institution generates and information obtained from the applicant, including the applicant’s minority-owned business status, women-owned business status and LGBTQI+-owned status and the applicant’s principal owners’ ethnicity, race and sex, and expressly prohibits a financial institution from discouraging an applicant from responding to requests for applicant-provided data. We anticipate that we will be required to begin collecting data on October 1, 2024 and report 2024 data by June 1, 2025.
Minnesota Commerce Omnibus Bill
In May 2023, the Governor of Minnesota signed into law a bill that caps the APR on consumer small loans and consumer short-term loans at a 50% all-in APR and expressly provides for predominant economic interest and totality of the circumstance tests for true lender purposes. The bill defines "consumer small loan" as a consumer-purpose unsecured loan equal to or less than $350 that must be repaid in a single installment. The bill defines a "consumer short-term loan" as a loan to a borrower which has a principal amount, or an advance on a credit limit, of $1,300 or less and requires a minimum payment of more than 25% of the principal balance or credit advance within 60 days. The bill requires the lender to perform an ability to pay analysis if the all-in APR on a consumer small loan or consumer short-term loan exceeds 36%. The bill also codifies a predominant economic interest test for bank service arrangements whereby a broker or servicer with a predominant economic interest in a loan is considered to be the “true lender” for purposes of applying the rate cap. The law will take effect on January 1, 2024 and applies to loans originated on or after that date.
New Mexico HB 132
On February 15, 2022, the New Mexico Legislature passed HB 132. The bill imposes a 36% rate cap on loans up to $10,000. Additionally, HB 132 provides for the application of a predominant economic interest test for bank service arrangements whereby a broker or servicer with a predominant economic interest in a loan is considered to be the “true lender” for purposes of applying the 36% rate cap. The New Mexico Governor signed the bill into law on March 1, 2022. The law took effect on January 1, 2023.
RESULTS OF OPERATIONS
Highlights
Our financial results for the three-month period ended June 30, 2023, or the current quarter, are summarized below.
24
Overview
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 June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loans and finance receivables revenue |
|
$ |
492,723 |
|
|
$ |
402,952 |
|
|
$ |
968,190 |
|
|
$ |
784,093 |
|
Other |
|
|
6,708 |
|
|
|
5,038 |
|
|
|
14,497 |
|
|
|
9,628 |
|
Total Revenue |
|
|
499,431 |
|
|
|
407,990 |
|
|
|
982,687 |
|
|
|
793,721 |
|
Change in Fair Value |
|
|
(200,046 |
) |
|
|
(143,418 |
) |
|
|
(397,412 |
) |
|
|
(260,460 |
) |
Net Revenue |
|
|
299,385 |
|
|
|
264,572 |
|
|
|
585,275 |
|
|
|
533,261 |
|
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketing |
|
|
95,971 |
|
|
|
91,551 |
|
|
|
175,726 |
|
|
|
184,722 |
|
Operations and technology |
|
|
46,961 |
|
|
|
42,262 |
|
|
|
96,130 |
|
|
|
82,992 |
|
General and administrative |
|
|
36,228 |
|
|
|
33,690 |
|
|
|
73,386 |
|
|
|
68,218 |
|
Depreciation and amortization |
|
|
8,629 |
|
|
|
7,584 |
|
|
|
19,169 |
|
|
|
17,098 |
|
Total Operating Expenses |
|
|
187,789 |
|
|
|
175,087 |
|
|
|
364,411 |
|
|
|
353,030 |
|
Income from Operations |
|
|
111,596 |
|
|
|
89,485 |
|
|
|
220,864 |
|
|
|
180,231 |
|
Interest expense, net |
|
|
(45,584 |
) |
|
|
(24,950 |
) |
|
|
(88,905 |
) |
|
|
(47,433 |
) |
Foreign currency transaction gain (loss) |
|
|
— |
|
|
|
21 |
|
|
|
(171 |
) |
|
|
(293 |
) |
Equity method investment (loss) income |
|
|
(1,119 |
) |
|
|
6,323 |
|
|
|
(1,125 |
) |
|
|
6,651 |
|
Other nonoperating expenses |
|
|
(121 |
) |
|
|
(1,091 |
) |
|
|
(254 |
) |
|
|
(1,091 |
) |
Income before Income Taxes |
|
|
64,772 |
|
|
|
69,788 |
|
|
|
130,409 |
|
|
|
138,065 |
|
Provision for income taxes |
|
|
16,627 |
|
|
|
17,387 |
|
|
|
31,341 |
|
|
|
33,221 |
|
Net income |
|
$ |
48,145 |
|
|
$ |
52,401 |
|
|
$ |
99,068 |
|
|
$ |
104,844 |
|
Earnings per common share - diluted |
|
$ |
1.50 |
|
|
$ |
1.56 |
|
|
$ |
3.05 |
|
|
$ |
3.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loans and finance receivables revenue |
|
|
98.7 |
% |
|
|
98.8 |
% |
|
|
98.5 |
% |
|
|
98.8 |
% |
Other |
|
|
1.3 |
|
|
|
1.2 |
|
|
|
1.5 |
|
|
|
1.2 |
|
Total Revenue |
|
|
100.0 |
|
|
|
100.0 |
|
|
|
100.0 |
|
|
|
100.0 |
|
Change in Fair Value |
|
|
(40.1 |
) |
|
|
(35.2 |
) |
|
|
(40.4 |
) |
|
|
(32.8 |
) |
Net Revenue |
|
|
59.9 |
|
|
|
64.8 |
|
|
|
59.6 |
|
|
|
67.2 |
|
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketing |
|
|
19.2 |
|
|
|
22.4 |
|
|
|
17.9 |
|
|
|
23.3 |
|
Operations and technology |
|
|
9.4 |
|
|
|
10.4 |
|
|
|
9.8 |
|
|
|
10.5 |
|
General and administrative |
|
|
7.3 |
|
|
|
8.2 |
|
|
|
7.5 |
|
|
|
8.6 |
|
Depreciation and amortization |
|
|
1.7 |
|
|
|
1.9 |
|
|
|
1.9 |
|
|
|
2.1 |
|
Total Operating Expenses |
|
|
37.6 |
|
|
|
42.9 |
|
|
|
37.1 |
|
|
|
44.5 |
|
Income from Operations |
|
|
22.3 |
|
|
|
21.9 |
|
|
|
22.5 |
|
|
|
22.7 |
|
Interest expense, net |
|
|
(9.1 |
) |
|
|
(6.1 |
) |
|
|
(9.1 |
) |
|
|
(6.0 |
) |
Foreign currency transaction gain (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Equity method investment (loss) income |
|
|
(0.2 |
) |
|
|
1.6 |
|
|
|
(0.1 |
) |
|
|
0.8 |
|
Other nonoperating expenses |
|
|
— |
|
|
|
(0.3 |
) |
|
|
— |
|
|
|
(0.1 |
) |
Income before Income Taxes |
|
|
13.0 |
|
|
|
17.1 |
|
|
|
13.3 |
|
|
|
17.4 |
|
Provision for income taxes |
|
|
3.3 |
|
|
|
4.3 |
|
|
|
3.2 |
|
|
|
4.2 |
|
Net income |
|
|
9.6 |
% |
|
|
12.8 |
% |
|
|
10.1 |
% |
|
|
13.2 |
% |
Valuation of Loans and Finance Receivables
We carry our loans and finance receivables at fair value with changes in fair value recognized directly in earnings. We estimate the fair value of our loans and finance receivables primarily using internally-developed, discounted cash flow analyses to more accurately predict future payments. We adjust contractual cash flows for estimated losses, prepayments and servicing costs over the estimated duration of the underlying assets and discount the future cash flows using a rate of return that we believe a market participant would require. Model results may be adjusted by management if we do not believe the output reflects the fair value of the portfolio, as defined under GAAP. The models are updated at each measurement date to capture any changes in internal factors such as nature, term, volume, payment trends, remaining time to maturity, and portfolio mix, as well as changes in underwriting or observed trends expected to impact future performance. We have validated model performance by comparing past valuations with actual performance noted after each valuation.
Since the onset of the COVID-19 pandemic in early 2020, there has been substantial volatility in the financial markets, which has impacted the valuation of our loans and finance receivables. In 2022 and thus far in 2023, views in the marketplace on the economy and its near-term prospects remain mixed with concerns on employment, inflation, and other macroeconomic trends. In certain situations,
25
management concluded that the probability of future charge-offs or prepayments was different than what we had experienced in the past and, therefore, altered those assumptions in our fair value models. We continue to utilize this approach and have adjusted these assumptions where appropriate. From a discount rate perspective, over the course of 2022, we deemed it appropriate to increase the discount rates used in our valuation models, thereby lowering loan fair values, to be responsive to changes in the market and representative of what a market participant would use. The rates used in our models have been stable thus far in 2023. As of June 30, 2023, we deemed the resulting fair value of our loans and finance receivables to be an appropriate market-based exit price that considers current market conditions.
NON-GAAP FINANCIAL MEASURES
In addition to the financial information prepared in conformity with 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. 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.
Adjusted Earnings Measures
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 income or 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 (in thousands, except per share data):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
|
|||||||||||
|
|
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|||||
Net income |
|
$ |
48,145 |
|
|
$ |
52,401 |
|
|
$ |
99,068 |
|
|
$ |
104,844 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lease termination and cease-use costs(a) |
|
|
— |
|
|
|
— |
|
|
|
1,698 |
|
|
|
— |
|
Equity method investment loss (income)(b) |
|
|
1,119 |
|
|
|
(6,323 |
) |
|
|
1,125 |
|
|
|
(6,323 |
) |
Other nonoperating expenses(c) |
|
|
121 |
|
|
|
1,091 |
|
|
|
254 |
|
|
|
1,091 |
|
Intangible asset amortization |
|
|
2,013 |
|
|
|
2,014 |
|
|
|
4,357 |
|
|
|
4,027 |
|
Stock-based compensation expense |
|
|
6,236 |
|
|
|
5,133 |
|
|
|
12,205 |
|
|
|
10,500 |
|
Foreign currency transaction (gain) loss |
|
|
— |
|
|
|
(21 |
) |
|
|
171 |
|
|
|
293 |
|
Cumulative tax effect of adjustments |
|
|
(2,364 |
) |
|
|
624 |
|
|
|
(4,935 |
) |
|
|
(1,303 |
) |
Adjusted earnings |
|
$ |
55,270 |
|
|
$ |
54,919 |
|
|
$ |
113,943 |
|
|
$ |
113,129 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings per share |
|
$ |
1.50 |
|
|
$ |
1.56 |
|
|
$ |
3.05 |
|
|
$ |
3.07 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lease termination and cease-use costs |
|
|
— |
|
|
|
— |
|
|
|
0.05 |
|
|
|
— |
|
Equity method investment loss (income) |
|
|
0.04 |
|
|
|
(0.19 |
) |
|
|
0.03 |
|
|
|
(0.19 |
) |
Other nonoperating expenses |
|
|
— |
|
|
|
0.03 |
|
|
|
0.01 |
|
|
|
0.03 |
|
Intangible asset amortization |
|
|
0.06 |
|
|
|
0.06 |
|
|
|
0.13 |
|
|
|
0.12 |
|
Stock-based compensation expense |
|
|
0.19 |
|
|
|
0.16 |
|
|
|
0.38 |
|
|
|
0.31 |
|
Foreign currency transaction (gain) loss |
|
|
— |
|
|
|
— |
|
|
|
0.01 |
|
|
|
0.01 |
|
Cumulative tax effect of adjustments |
|
|
(0.07 |
) |
|
|
0.02 |
|
|
|
(0.15 |
) |
|
|
(0.04 |
) |
Adjusted earnings per share |
|
$ |
1.72 |
|
|
$ |
1.64 |
|
|
$ |
3.51 |
|
|
$ |
3.31 |
|
(a) In the first quarter of 2023, we incurred expenses totaling $1.7 million ($1.3 million net of tax) related to the exit of leased office space.
26
(b) In the second quarter of 2022, we recorded equity method investment income of $6.3 million ($3.6 million net of tax) that was comprised primarily of an $11.0 million gain generated on Linear's sale of its operating company, partially offset by a $4.4 million loss on the sale of OnDeck Canada.
(c) In the first and second quarters of 2023, we recorded other nonoperating expenses of $0.1 million ($0.1 million net of tax) in each quarter related to early extinguishment of debt. In the second quarter of 2022, we recorded other nonoperating expenses of $1.1 million ($0.8 million net of tax) related to incomplete transactions.
Adjusted EBITDA
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 equity method investment income and other nonoperating expenses 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 income or 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 |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
|
|||||||||||
|
|
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|||||
Net income |
|
$ |
48,145 |
|
|
$ |
52,401 |
|
|
$ |
99,068 |
|
|
$ |
104,844 |
|
Depreciation and amortization expenses |
|
|
8,629 |
|
|
|
7,584 |
|
|
|
19,169 |
|
|
|
17,098 |
|
Interest expense, net |
|
|
45,584 |
|
|
|
24,950 |
|
|
|
88,905 |
|
|
|
47,433 |
|
Foreign currency transaction (gain) loss |
|
|
— |
|
|
|
(21 |
) |
|
|
171 |
|
|
|
293 |
|
Provision for income taxes |
|
|
16,627 |
|
|
|
17,387 |
|
|
|
31,341 |
|
|
|
33,221 |
|
Stock-based compensation expense |
|
|
6,236 |
|
|
|
5,133 |
|
|
|
12,205 |
|
|
|
10,500 |
|
Adjustment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity method investment loss (income)(a) |
|
|
1,119 |
|
|
|
(6,323 |
) |
|
|
1,125 |
|
|
|
(6,651 |
) |
Other nonoperating expenses(b) |
|
|
121 |
|
|
|
1,091 |
|
|
|
254 |
|
|
|
1,091 |
|
Adjusted EBITDA |
|
$ |
126,461 |
|
|
$ |
102,202 |
|
|
$ |
252,238 |
|
|
$ |
207,829 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA margin calculated as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Revenue |
|
$ |
499,431 |
|
|
$ |
407,990 |
|
|
$ |
982,687 |
|
|
$ |
793,721 |
|
Adjusted EBITDA |
|
|
126,461 |
|
|
|
102,202 |
|
|
|
252,238 |
|
|
|
207,829 |
|
Adjusted EBITDA as a percentage of total revenue |
|
|
25.3 |
% |
|
|
25.1 |
% |
|
|
25.7 |
% |
|
|
26.2 |
% |
(a) In the second quarter of 2022, we recorded equity method investment income of $6.3 million ($3.6 million net of tax) that was comprised primarily of an $11.0 million gain generated on Linear's sale of its operating company, partially offset by a $4.4 million loss on the sale of OnDeck Canada.
(b) In the first and second quarters of 2023, we recorded other nonoperating expenses of $0.1 million ($0.1 million net of tax) in each quarter related to early extinguishment of debt. In the second quarter of 2022, we recorded other nonoperating expenses of $1.1 million ($0.8 million net of tax) related to incomplete transactions.
Combined Loans and Finance Receivables Measures
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” and “—Credit Performance of Loans and Finance Receivables” below for reconciliations between Company owned and purchased loans and finance receivables, gross, change in fair value 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.
27
THREE MONTHS ENDED JUNE 30, 2023 COMPARED TO THREE MONTHS ENDED JUNE 30, 2022
Revenue and Net Revenue
Revenue increased $91.4 million, or 22.4%, to $499.4 million for the current quarter as compared to $408.0 million for the prior year quarter. The increase was driven by a 27.0% increase in revenue from our small business portfolio and a 19.5% increase in revenue from our consumer portfolio as higher levels of originations have led to higher loan balances for both portfolios.
Net revenue for the current quarter was $299.4 million compared to $264.6 million for the prior year quarter. Our consolidated net revenue margin was 59.9% for the current quarter compared to 64.8% for the prior year quarter. The decrease in consolidated net revenue margin was driven primarily by normalization in our small business portfolio, which had an atypically high net revenue margin in the prior year quarter, partially offset by improved performance in our consumer portfolio.
The following table sets forth the components of revenue and net revenue, separated by product for the current quarter and the prior year quarter (in thousands):
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
|
|||||||
|
|
|
|
2022 |
|
|
$ Change |
|
|
% Change |
|
|||||
Revenue by product: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer loans and finance receivables revenue |
|
$ |
302,264 |
|
|
$ |
253,043 |
|
|
$ |
49,221 |
|
|
|
19.5 |
% |
Small business loans and finance receivables revenue |
|
|
190,459 |
|
|
|
149,909 |
|
|
|
40,550 |
|
|
|
27.0 |
|
Total loans and finance receivables revenue |
|
|
492,723 |
|
|
|
402,952 |
|
|
|
89,771 |
|
|
|
22.3 |
|
Other |
|
|
6,708 |
|
|
|
5,038 |
|
|
|
1,670 |
|
|
|
33.1 |
|
Total revenue |
|
|
499,431 |
|
|
|
407,990 |
|
|
|
91,441 |
|
|
|
22.4 |
|
Change in fair value |
|
|
(200,046 |
) |
|
|
(143,418 |
) |
|
|
(56,628 |
) |
|
|
39.5 |
|
Net revenue |
|
$ |
299,385 |
|
|
$ |
264,572 |
|
|
$ |
34,813 |
|
|
|
13.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue by product (% to total): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer loans and finance receivables revenue |
|
|
60.5 |
% |
|
|
62.0 |
% |
|
|
|
|
|
|
||
Small business loans and finance receivables revenue |
|
|
38.2 |
|
|
|
36.8 |
|
|
|
|
|
|
|
||
Total loans and finance receivables revenue |
|
|
98.7 |
|
|
|
98.8 |
|
|
|
|
|
|
|
||
Other |
|
|
1.3 |
|
|
|
1.2 |
|
|
|
|
|
|
|
||
Total revenue |
|
|
100.0 |
|
|
|
100.0 |
|
|
|
|
|
|
|
||
Change in fair value |
|
|
(40.1 |
) |
|
|
(35.2 |
) |
|
|
|
|
|
|
||
Net revenue |
|
|
59.9 |
% |
|
|
64.8 |
% |
|
|
|
|
|
|
||
Revenue generated from the Company’s operations for the current quarter and the prior year quarter was as follows (in thousands):
|
|
Three Months Ended June 30, |
|
|||||
|
|
|
|
2022 |
|
|||
Loan interest |
|
$ |
343,541 |
|
|
$ |
303,088 |
|
Statement and draw fees on line of credit accounts |
|
|
116,892 |
|
|
|
62,629 |
|
Other |
|
|
38,998 |
|
|
|
42,273 |
|
Total Revenue |
|
$ |
499,431 |
|
|
$ |
407,990 |
|
Loan and Finance Receivable Balances
The fair value of our loan and finance receivable portfolio in our consolidated financial statements was $3,092.4 million and $2,460.9 million as of June 30, 2023 and 2022, respectively. The outstanding principal balance of our loan and finance receivables portfolio was $2,756.9 million and $2,300.7 million as of June 30, 2023 and 2022, respectively. The fair value of the combined loan and finance receivables portfolio includes $19.1 million and $17.9 million with an outstanding principal balance of $14.2 million and $11.9 million of consumer loan balances that are guaranteed by us but not owned by us, which are not included in our consolidated financial statements as of June 30, 2023 and 2022, respectively.
Our small business portfolio of loans and finance receivables increased to 61.8% of our combined loan and finance receivable portfolio at fair value as of June 30, 2023, compared to 59.4% as of June 30, 2022, due primarily to more accelerated growth in the small business portfolio. The consumer portfolio balance decreased to 38.2% of our combined loan and finance receivable portfolio balance at fair value as of June 30, 2023, compared to 40.6% as of June 30, 2022. See “—Non-GAAP Disclosure—Combined Loans and Finance Receivables Measures” above for additional information related to combined loans and finance receivables.
28
The following tables summarize loan and finance receivable balances outstanding as of June 30, 2023 and 2022 (in thousands):
|
|
As of June 30, 2023 |
|
|
As of June 30, 2022 |
|
||||||||||||||||||
|
|
|
|
|
Guaranteed |
|
|
|
|
|
|
|
|
Guaranteed |
|
|
|
|
||||||
|
|
Company |
|
|
by the |
|
|
|
|
|
Company |
|
|
by the |
|
|
|
|
||||||
|
|
Owned(a) |
|
|
Company(a) |
|
|
Combined |
|
|
Owned(a) |
|
|
Company(a) |
|
|
Combined(b) |
|
||||||
Consumer loans and finance receivables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Principal |
|
$ |
983,388 |
|
|
$ |
14,199 |
|
|
$ |
997,587 |
|
|
$ |
936,601 |
|
|
$ |
11,873 |
|
|
$ |
948,474 |
|
Fair value |
|
|
1,168,044 |
|
|
|
19,115 |
|
|
|
1,187,159 |
|
|
|
989,128 |
|
|
|
17,860 |
|
|
|
1,006,988 |
|
Fair value as a % of principal |
|
|
118.8 |
% |
|
|
134.6 |
% |
|
|
119.0 |
% |
|
|
105.6 |
% |
|
|
150.4 |
% |
|
|
106.2 |
% |
Small business loans and finance receivables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Principal |
|
$ |
1,773,554 |
|
|
$ |
— |
|
|
$ |
1,773,554 |
|
|
$ |
1,364,055 |
|
|
$ |
— |
|
|
$ |
1,364,055 |
|
Fair value |
|
|
1,924,401 |
|
|
|
— |
|
|
|
1,924,401 |
|
|
|
1,471,723 |
|
|
|
— |
|
|
|
1,471,723 |
|
Fair value as a % of principal |
|
|
108.5 |
% |
|
|
— |
% |
|
|
108.5 |
% |
|
|
107.9 |
% |
|
|
— |
% |
|
|
107.9 |
% |
Total loans and finance receivables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Principal |
|
$ |
2,756,942 |
|
|
$ |
14,199 |
|
|
$ |
2,771,141 |
|
|
$ |
2,300,656 |
|
|
$ |
11,873 |
|
|
$ |
2,312,529 |
|
Fair value |
|
|
3,092,445 |
|
|
|
19,115 |
|
|
|
3,111,560 |
|
|
|
2,460,851 |
|
|
|
17,860 |
|
|
|
2,478,711 |
|
Fair value as a % of principal |
|
|
112.2 |
% |
|
|
134.6 |
% |
|
|
112.3 |
% |
|
|
107.0 |
% |
|
|
150.4 |
% |
|
|
107.2 |
% |
(a) GAAP measure. The loans and finance receivables balances guaranteed by us relate to loans originated by a third-party lender through the CSO program that we have not yet purchased and, therefore, are not included in our consolidated financial statements.
At June 30, 2023 and 2022, the ratio of fair value as a percentage of principal was 112.2% and 107.0%, respectively, on company owned loans and finance receivables and 112.3% and 107.2%, respectively, on combined loans and finance receivables. These ratios increased compared to the prior year due primarily to an improvement in delinquency rates and credit outlook on most consumer products.
Average Amount Outstanding per Loan and Finance Receivable
The average amount outstanding per loan and finance receivable is calculated as the total combined loans and finance receivables, gross balance at the end of the period divided by the total number of combined loans and finance receivables outstanding at the end of the period. The following table shows the average amount outstanding per loan and finance receivable by product at June 30, 2023 and 2022:
|
|
As of June 30, |
|
|||||
|
|
|
|
2022 |
|
|||
Average amount outstanding per loan and finance receivable(a) |
|
|
|
|
|
|
||
Consumer loans and finance receivables(b) |
|
$ |
1,864 |
|
|
$ |
2,085 |
|
Small business loans and finance receivables |
|
|
36,931 |
|
|
|
36,757 |
|
Total loans and finance receivables(b) |
|
|
4,557 |
|
|
|
4,547 |
|
(a) The disclosure regarding the average amount per loan and finance receivable is statistical data that is not included in our consolidated financial statements.
(b) Includes loans guaranteed by us, which represent loans originated by a third-party lender through the CSO program that we have not yet purchased and, therefore, are not included in our consolidated financial statements.
The average amount outstanding per loan and finance receivable increased slightly to $4,557 from $4,547 during the current quarter compared to the prior year quarter, due primarily to an increase in the mix of loans and finance receivables held by small businesses in our portfolio, which are larger on average than our consumer portfolio, partially offset by slightly lower average outstanding loan balances in our consumer portfolio.
Average Loan and Finance Receivable Origination
The average loan and finance receivable origination amount is calculated as the total amount of combined loans and finance receivables originated, renewed and purchased for the period divided by the total number of combined loans and finance receivables originated,
29
renewed and purchased for the period. The following table shows the average loan and finance receivable origination amount by product for the current quarter compared to the prior year quarter:
|
|
Three Months Ended |
|
|||||
|
|
|
||||||
|
|
|
|
2022 |
|
|||
Average loan and finance receivable origination amount(a) |
|
|
|
|
|
|
||
Consumer loans and finance receivables(b)(c) |
|
$ |
608 |
|
|
$ |
659 |
|
Small business loans and finance receivables(c) |
|
|
16,217 |
|
|
|
15,828 |
|
Total loans and finance receivables(b) |
|
|
1,580 |
|
|
|
1,638 |
|
(a) The disclosure regarding the average loan origination amount is statistical data that is not included in our consolidated financial statements.
(b) Includes loans guaranteed by us, which represent loans originated by a third-party lender through the CSO program that we have not yet purchased and, therefore, are not included in our consolidated financial statements.
(c) For line of credit accounts, the average represents the average amount of each incremental draw.
The average loan and finance receivable origination amount is smaller than the average amount outstanding per loan and finance receivable in the previous section as the former measure includes incremental draws on our line of credit accounts whereas the latter measure includes the entire outstanding receivable on our line of credit accounts.
The average loan and finance receivable origination amount decreased to $1,580 from $1,638 during the current quarter compared to the prior year quarter, due primarily to a higher percentage of line of credit draws in comparison to installment loan originations, as the former are typically lower in average dollar amount.
Credit Performance of Loans and Finance Receivables
We monitor the performance of our loans and finance receivables. Internal factors such as portfolio composition (e.g., interest rate, loan term, geography information, customer mix, credit quality) and performance (e.g., delinquency, loss trends, prepayment rates) are reviewed on a regular basis at various levels (e.g., product, vintage). We also weigh the impact of relevant, internal business decisions on the portfolio. External factors such as macroeconomic trends, financial market liquidity expectations, competitive landscape and legal/regulatory requirements are also reviewed on a regular basis.
The payment status of a customer, including the degree of any delinquency, is a significant factor in determining estimated charge-offs in the cash flow models that we use to determine fair value. The following table shows payment status on outstanding principal, interest and fees as of the end of each of the last five quarters (in thousands):
|
|
2022 |
|
|
2023 |
|
||||||||||||||
|
|
Second |
|
|
Third |
|
|
Fourth |
|
|
First |
|
|
Second |
|
|||||
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|||||
Ending combined loans and finance receivables, including principal and accrued fees/interest outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company owned |
|
$ |
2,377,514 |
|
|
$ |
2,630,537 |
|
|
$ |
2,837,799 |
|
|
$ |
2,785,235 |
|
|
$ |
2,857,557 |
|
Guaranteed by the Company(a) |
|
|
13,997 |
|
|
|
14,330 |
|
|
|
15,644 |
|
|
|
12,841 |
|
|
|
16,972 |
|
Ending combined loan and finance receivables balance(b) |
|
$ |
2,391,511 |
|
|
$ |
2,644,867 |
|
|
$ |
2,853,443 |
|
|
$ |
2,798,076 |
|
|
$ |
2,874,529 |
|
> 30 days delinquent |
|
|
121,459 |
|
|
|
147,688 |
|
|
|
190,119 |
|
|
|
198,011 |
|
|
|
221,540 |
|
> 30 days delinquency rate |
|
|
5.1 |
% |
|
|
5.6 |
% |
|
|
6.7 |
% |
|
|
7.1 |
% |
|
|
7.7 |
% |
(a) Represents loans originated by a third-party lender through the CSO program that we have not yet purchased, which are not included in our consolidated balance sheets.
(b) Non-GAAP measure.
30
Consumer Loans and Finance Receivables
The following table includes financial information for our consumer loans and finance receivables. Delinquency metrics include principal, interest and fees, and only amounts that are past due (in thousands):
|
|
2022 |
|
|
2023 |
|
||||||||||||||
|
|
Second |
|
|
Third |
|
|
Fourth |
|
|
First |
|
|
Second |
|
|||||
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|||||
Consumer loans and finance receivables: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consumer combined loan and finance receivable principal balance: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company owned |
|
$ |
936,601 |
|
|
$ |
972,320 |
|
|
$ |
965,753 |
|
|
$ |
908,087 |
|
|
$ |
983,388 |
|
Guaranteed by the Company(a) |
|
|
11,873 |
|
|
|
11,843 |
|
|
|
12,937 |
|
|
|
10,549 |
|
|
|
14,199 |
|
Total combined loan and finance receivable principal balance(b) |
|
$ |
948,474 |
|
|
$ |
984,163 |
|
|
$ |
978,690 |
|
|
$ |
918,636 |
|
|
$ |
997,587 |
|
Consumer combined loan and finance receivable fair value balance: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company owned |
|
$ |
989,128 |
|
|
$ |
1,056,205 |
|
|
$ |
1,083,062 |
|
|
$ |
1,062,867 |
|
|
$ |
1,168,044 |
|
Guaranteed by the Company(a) |
|
|
17,860 |
|
|
|
16,144 |
|
|
|
16,257 |
|
|
|
13,901 |
|
|
|
19,115 |
|
Ending combined loan and finance receivable fair value balance(b) |
|
$ |
1,006,988 |
|
|
$ |
1,072,349 |
|
|
$ |
1,099,319 |
|
|
$ |
1,076,768 |
|
|
$ |
1,187,159 |
|
Fair value as a % of principal(b)(c) |
|
|
106.2 |
% |
|
|
109.0 |
% |
|
|
112.3 |
% |
|
|
117.2 |
% |
|
|
119.0 |
% |
Consumer combined loan and finance receivable balance, including principal and accrued fees/interest outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company owned |
|
$ |
1,004,847 |
|
|
$ |
1,039,792 |
|
|
$ |
1,040,517 |
|
|
$ |
978,730 |
|
|
$ |
1,068,742 |
|
Guaranteed by the Company(a) |
|
|
13,997 |
|
|
|
14,330 |
|
|
|
15,644 |
|
|
|
12,841 |
|
|
|
16,972 |
|
Ending combined loan and finance receivable balance(b) |
|
$ |
1,018,844 |
|
|
$ |
1,054,122 |
|
|
$ |
1,056,161 |
|
|
$ |
991,571 |
|
|
$ |
1,085,714 |
|
Average consumer combined loan and finance receivable balance, including principal and accrued fees/interest outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company owned(d) |
|
$ |
966,816 |
|
|
$ |
1,027,100 |
|
|
$ |
1,038,389 |
|
|
$ |
1,015,849 |
|
|
$ |
1,017,061 |
|
Guaranteed by the Company(a)(d) |
|
|
12,591 |
|
|
|
14,421 |
|
|
|
15,050 |
|
|
|
14,206 |
|
|
|
14,627 |
|
Average combined loan and finance receivable balance(b)(d) |
|
$ |
979,407 |
|
|
$ |
1,041,521 |
|
|
$ |
1,053,439 |
|
|
$ |
1,030,055 |
|
|
$ |
1,031,688 |
|
Installment loans as percentage of average combined loan and finance receivable balance |
|
|
71.2 |
% |
|
|
68.4 |
% |
|
|
64.1 |
% |
|
|
58.9 |
% |
|
|
53.5 |
% |
Line of credit accounts as percentage of average combined loan and finance receivable balance |
|
|
28.8 |
% |
|
|
31.6 |
% |
|
|
35.9 |
% |
|
|
41.1 |
% |
|
|
46.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue |
|
$ |
253,043 |
|
|
$ |
277,096 |
|
|
$ |
286,347 |
|
|
$ |
281,011 |
|
|
$ |
302,264 |
|
Change in fair value |
|
|
(133,078 |
) |
|
|
(135,646 |
) |
|
|
(145,276 |
) |
|
|
(114,651 |
) |
|
|
(115,946 |
) |
Net revenue |
|
|
119,965 |
|
|
|
141,450 |
|
|
|
141,071 |
|
|
|
166,360 |
|
|
|
186,318 |
|
Net revenue margin |
|
|
47.4 |
% |
|
|
51.0 |
% |
|
|
49.3 |
% |
|
|
59.2 |
% |
|
|
61.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Combined loan and finance receivable originations and purchases |
|
$ |
409,847 |
|
|
$ |
395,527 |
|
|
$ |
336,370 |
|
|
$ |
291,203 |
|
|
$ |
401,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Delinquencies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
> 30 days delinquent |
|
$ |
72,300 |
|
|
$ |
77,258 |
|
|
$ |
86,884 |
|
|
$ |
72,092 |
|
|
$ |
73,829 |
|
> 30 days delinquent as a % of combined loan and finance receivable balance(b)(c) |
|
|
7.1 |
% |
|
|
7.3 |
% |
|
|
8.2 |
% |
|
|
7.3 |
% |
|
|
6.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Charge-offs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Charge-offs (net of recoveries) |
|
$ |
134,524 |
|
|
$ |
167,762 |
|
|
$ |
171,421 |
|
|
$ |
156,272 |
|
|
$ |
131,198 |
|
Charge-offs (net of recoveries) as a % of average combined loan and finance receivable balance(b)(d) |
|
|
13.7 |
% |
|
|
16.1 |
% |
|
|
16.3 |
% |
|
|
15.2 |
% |
|
|
12.7 |
% |
(a) Represents loans originated by a third-party lender through the CSO program that we have not yet purchased, which are not included in our consolidated balance sheets.
(b) Non-GAAP measure.
(c) Determined using period-end balances.
(d) The average combined loan and finance receivable balance is the average of the month-end balances during the period.
The ending balance, including principal and accrued fees/interest outstanding, of combined consumer loans and finance receivables at June 30, 2023 increased 6.6% to $1,085.7 million compared to $1,018.8 million at June 30, 2022, due primarily to originations outpacing repayments.
The percentage of loans greater than 30 days delinquent decreased to 6.8% at June 30, 2023 from 7.1% at June 30, 2022. Charge-offs (net of recoveries) as a percentage of average combined loan balance decreased to 12.7% for the current quarter, compared to 13.7% for the prior year quarter due to stronger credit performance of the portfolio. Demand for our consumer loan products and services 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. Lower originations, particularly to new customers, which typically default at a higher percentage than returning customers, generally result in lower delinquencies and charge-offs as the book is more seasoned.
31
Revenue related to our consumer loans and finance receivables was $302.3 million for the current quarter, compared to $253.0 million for the prior year quarter. The increase in revenue was driven primarily by growth in the overall portfolio. The net revenue margin related to our consumer loans and finance receivables was 61.6% for the current quarter, compared to 47.4% for the prior year quarter. The increase in net revenue margin was driven primarily by improvements in credit performance, including charge-offs and delinquencies.
The ratio of fair value as a percentage of principal on consumer loans and finance receivables was 119.0% at June 30, 2023, compared to 106.2% at June 30, 2022 and 117.2% at March 31, 2023. The increase from March 31, 2023 was primarily driven by improvement in delinquencies in the current quarter. Refer also to “Results of Operations—Valuation of Loans and Finance Receivables” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional discussion on loan valuation.
Small Business Loans and Finance Receivables
The following table includes financial information for our small business loans and finance receivables. Delinquency metrics include principal, interest, and fees, and only amounts that are past due (in thousands):
|
|
2022 |
|
|
2023 |
|
||||||||||||||
|
|
Second |
|
|
Third |
|
|
Fourth |
|
|
First |
|
|
Second |
|
|||||
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|||||
Small business loans and finance receivables: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total loan and finance receivable principal balance |
|
$ |
1,364,055 |
|
|
$ |
1,580,289 |
|
|
$ |
1,773,411 |
|
|
$ |
1,791,973 |
|
|
$ |
1,773,554 |
|
Ending loan and finance receivable fair value balance |
|
|
1,471,723 |
|
|
|
1,708,918 |
|
|
|
1,935,466 |
|
|
|
1,940,499 |
|
|
|
1,924,401 |
|
Fair value as a % of principal(a) |
|
|
107.9 |
% |
|
|
108.1 |
% |
|
|
109.1 |
% |
|
|
108.3 |
% |
|
|
108.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ending loan and finance receivable balance, including principal and accrued fees/interest outstanding |
|
$ |
1,372,667 |
|
|
$ |
1,590,745 |
|
|
$ |
1,797,282 |
|
|
$ |
1,806,505 |
|
|
$ |
1,788,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average loan and finance receivable balance(b) |
|
$ |
1,288,384 |
|
|
$ |
1,488,029 |
|
|
$ |
1,684,617 |
|
|
$ |
1,809,800 |
|
|
$ |
1,800,700 |
|
Installment loans as percentage of average combined loan and finance receivable balance |
|
|
66.6 |
% |
|
|
65.7 |
% |
|
|
64.6 |
% |
|
|
62.3 |
% |
|
|
59.1 |
% |
Line of credit accounts as percentage of average combined loan and finance receivable balance |
|
|
33.4 |
% |
|
|
34.3 |
% |
|
|
35.4 |
% |
|
|
37.7 |
% |
|
|
40.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue |
|
$ |
149,909 |
|
|
$ |
172,721 |
|
|
$ |
192,598 |
|
|
$ |
194,456 |
|
|
$ |
190,459 |
|
Change in fair value |
|
|
(8,764 |
) |
|
|
(24,662 |
) |
|
|
(49,099 |
) |
|
|
(80,404 |
) |
|
|
(82,180 |
) |
Net revenue |
|
|
141,145 |
|
|
|
148,059 |
|
|
|
143,499 |
|
|
|
114,052 |
|
|
|
108,279 |
|
Net revenue margin |
|
|
94.2 |
% |
|
|
85.7 |
% |
|
|
74.5 |
% |
|
|
58.7 |
% |
|
|
56.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Combined loan and finance receivable originations and purchases |
|
$ |
679,233 |
|
|
$ |
806,739 |
|
|
$ |
825,563 |
|
|
$ |
770,164 |
|
|
$ |
711,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Delinquencies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
> 30 days delinquent |
|
$ |
49,159 |
|
|
$ |
70,430 |
|
|
$ |
103,235 |
|
|
$ |
125,919 |
|
|
$ |
147,711 |
|
> 30 days delinquent as a % of loan balance(a) |
|
|
3.6 |
% |
|
|
4.4 |
% |
|
|
5.7 |
% |
|
|
7.0 |
% |
|
|
8.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Charge-offs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Charge-offs (net of recoveries) |
|
$ |
27,867 |
|
|
$ |
43,778 |
|
|
$ |
69,110 |
|
|
$ |
76,215 |
|
|
$ |
83,772 |
|
Charge-offs (net of recoveries) as a % of average loan and finance receivable balance(b) |
|
|
2.2 |
% |
|
|
2.9 |
% |
|
|
4.1 |
% |
|
|
4.2 |
% |
|
|
4.7 |
% |
(a) Determined using period-end balances.
(b) The average loan and finance receivable balance is the average of the month-end balances during the period.
The ending balance, including principal and accrued fees/interest outstanding, of small business loans and finance receivables at June 30, 2023 increased 30.3% to $1,788.8 million compared to $1,372.7 million at June 30, 2022, due primarily to originations outpacing repayments.
The percentage of loans greater than 30 days delinquent was 8.3% at June 30, 2023, compared to 3.6% at June 30, 2022. Charge-offs (net of recoveries) as a percentage of average loan balance increased to 4.7% for the current quarter, compared to 2.2% in the prior year quarter. When compared to the pre-COVID-19 period, the credit performance of our small business portfolio was stronger in 2021 and into 2022 as the portfolio was more seasoned due to reductions in originations in response to the pandemic. Delinquency and charge-offs have since increased to more normal levels due to the acceleration in originations and macroeconomic pressures on our customers and their businesses.
32
Revenue related to our small business loans and finance receivables was $190.5 million for the current quarter, compared to $149.9 million for the prior year quarter. The increase in revenue was driven primarily by growth in the overall portfolio. The net revenue margin related to our small business loans and finance receivables was 56.9% for the current quarter, compared to 94.2% for the prior year quarter. The net revenue margin in the prior year quarter was elevated due to lower delinquency rates and lower than expected charge-offs as a result of portfolio seasoning and lower originations. The net revenue margin in the current quarter was more consistent with historical levels as credit performance has returned to more normalized levels.
The ratio of fair value as a percentage of principal on small business loans and finance receivables was 108.5% at June 30, 2023, compared to 107.9% at June 30, 2022 and 108.3% at March 31, 2023. This ratio has been fairly stable across the quarters presented in the previous table.
Total Operating Expenses
Total expenses increased $12.7 million, or 7.3%, to $187.8 million in the current quarter, compared to $175.1 million in the prior year quarter.
Marketing expense increased to $96.0 million in the current quarter compared to $91.5 million in the prior year quarter due primarily to higher online advertising costs intended to capture increasing market demand for both our consumer and small business loan products.
Operations and technology expense increased to $47.0 million in the current quarter compared to $42.3 million in the prior year quarter, due primarily to higher variable costs, particularly personnel and underwriting, due to the increase in originations and the size of the loan portfolio. As a percentage of revenue, operations and technology expense decreased to 9.4% in the current year quarter from 10.4% in the prior year quarter, as increased originations and revenues outpaced fixed costs.
General and administrative expense increased to $36.2 million in the current quarter compared to $33.7 million in the prior year quarter, due largely to higher personnel costs. As a percentage of revenue, general and administrative expense decreased to 7.3% in the current year quarter from 8.2% in the prior year quarter, as increased originations and revenues outpaced fixed costs.
Depreciation and amortization expense increased $1.0 million or 13.8% compared to the prior year quarter driven primarily by general growth in the business and additional internally-developed software placed into service.
Nonoperating Items
Interest expense, net increased $20.7 million, or 82.7%, to $45.6 million in the current quarter compared to $24.9 million in the prior year quarter. The increase was due primarily to an increase in the average amount of debt outstanding, which increased $499.0 million to $2,268.4 million during the current quarter from $1,769.4 million during the prior year quarter, and an increase in the weighted average interest rate on our outstanding debt to 8.16% during the current quarter from 5.77% during the prior year quarter resulting from year-over-year increases in benchmark rates.
Equity method investment loss was $1.1 million in the current quarter compared to equity method investment income of $6.3 million in the prior year quarter. In the prior year quarter, Linear sold its operating company, resulting in a gain of $11.0 million, which was partially offset by a $4.4 million loss on the sale of OnDeck Canada.
Provision for Income Taxes
The effective tax rate of 25.7% in the current quarter was higher than the 24.9% rate recorded in the prior year quarter due primarily to additional interest expense on uncertain tax positions, partially offset by larger excess tax benefits on stock compensation due to stock price appreciation.
As of June 30, 2023, the balance of unrecognized tax benefits was $110.7 million, which is included in “Accounts payable and accrued expenses” on the consolidated balance sheet, $13.6 million of which, if recognized, would favorably affect the effective tax rate in the period of recognition. We had $64.7 million and $87.7 million of unrecognized tax benefits as of June 30, 2022 and December 31, 2022, respectively. Based on the expiration of the statute of limitations for certain jurisdictions, the Company believes it is reasonably possible that, within the next twelve months, unrecognized tax benefits could decrease by approximately $3.1 million. We believe that we have adequately accounted for any material tax uncertainties in our existing reserves for all open tax years.
Our U.S. tax returns are subject to examination by federal and state taxing authorities. The statute of limitations related to our consolidated Federal income tax returns is closed for all tax years up to and including 2018. However, the 2014 tax year is still open to the extent of the net operating loss that was carried back from the 2019 tax return. 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
33
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.
Net Income
Net income decreased $4.3 million, or 8.1%, to $48.1 million during the current quarter compared to $52.4 million during the prior year quarter. The decrease was due primarily to higher interest expense as a result of an increase in the average amount of debt outstanding and an increase in the weighted average interest rate on our outstanding debt. The increase in interest expense was partially offset by an increase in income from operations due primarily to increased net revenue and lower operating expenses as a percentage of revenue.
SIX MONTHS ENDED JUNE 30, 2023 COMPARED TO SIX MONTHS ENDED JUNE 30, 2022
Revenue and Net Revenue
Revenue increased $189.0 million, or 23.8%, to $982.7 million for the six-month period ended June 30, 2023, or current six-month period, as compared to $793.7 million for the six-month period ended June 30, 2022, or prior year six-month period. The increase was driven by a 36.3% increase in revenue from our small business portfolio and a 16.3% increase in revenue from our consumer portfolio as higher levels of originations have led to higher loan balances for both portfolios.
Net revenue for the current six-month period was $585.3 million compared to $533.2 million for the prior year six-month period. Our consolidated net revenue margin was 59.6% for the current six-month period compared to 67.2% for the prior year six-month period. The net revenue margin in the prior year six-month period was elevated due primarily to lower delinquency rates and lower than expected charge-offs as a result of portfolio seasoning and lower originations. With originations having increased, the net revenue margin in the current six-month period was in a more normalized range.
The following table sets forth the components of revenue and net revenue, separated by product for the current six-month period and the prior year six-month period (in thousands):
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
|
|||||||
|
|
|
|
2022 |
|
|
$ Change |
|
|
% Change |
|
|||||
Revenue by product: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer loans and finance receivables revenue |
|
$ |
583,275 |
|
|
$ |
501,590 |
|
|
$ |
81,685 |
|
|
|
16.3 |
% |
Small business loans and finance receivables revenue |
|
|
384,915 |
|
|
|
282,503 |
|
|
|
102,412 |
|
|
|
36.3 |
|
Total loans and finance receivables revenue |
|
|
968,190 |
|
|
|
784,093 |
|
|
|
184,097 |
|
|
|
23.5 |
|
Other |
|
|
14,497 |
|
|
|
9,628 |
|
|
|
4,869 |
|
|
|
50.6 |
|
Total revenue |
|
|
982,687 |
|
|
|
793,721 |
|
|
|
188,966 |
|
|
|
23.8 |
|
Change in fair value |
|
|
(397,412 |
) |
|
|
(260,460 |
) |
|
|
(136,952 |
) |
|
|
52.6 |
|
Net revenue |
|
$ |
585,275 |
|
|
$ |
533,261 |
|
|
$ |
52,014 |
|
|
|
9.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue by product (% to total): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer loans and finance receivables revenue |
|
|
59.3 |
% |
|
|
63.2 |
% |
|
|
|
|
|
|
||
Small business loans and finance receivables revenue |
|
|
39.2 |
|
|
|
35.6 |
|
|
|
|
|
|
|
||
Total loans and finance receivables revenue |
|
|
98.5 |
|
|
|
98.8 |
|
|
|
|
|
|
|
||
Other |
|
|
1.5 |
|
|
|
1.2 |
|
|
|
|
|
|
|
||
Total revenue |
|
|
100.0 |
|
|
|
100.0 |
|
|
|
|
|
|
|
||
Change in fair value |
|
|
(40.4 |
) |
|
|
(32.8 |
) |
|
|
|
|
|
|
||
Net revenue |
|
|
59.6 |
% |
|
|
67.2 |
% |
|
|
|
|
|
|
||
Revenue generated from the Company’s operations for the current six-month period and the prior year six-month period was as follows (in thousands):
|
|
Six Months Ended June 30, |
|
|||||
|
|
|
|
2022 |
|
|||
Loan interest |
|
$ |
693,488 |
|
|
$ |
590,793 |
|
Statement and draw fees on line of credit accounts |
|
|
211,057 |
|
|
|
121,348 |
|
Other |
|
|
78,142 |
|
|
|
81,580 |
|
Total Revenue |
|
$ |
982,687 |
|
|
$ |
793,721 |
|
34
Average Loan and Finance Receivable Origination
The average loan and finance receivable origination amount is calculated as the total amount of combined loans and finance receivables originated, renewed and purchased for the period divided by the total number of combined loans and finance receivables originated, renewed and purchased for the period. The following table shows the average loan and finance receivable origination amount by product for the current six-month period compared to the prior year six-month period:
|
|
Six Months Ended |
|
|||||
|
|
|
||||||
|
|
|
|
2022 |
|
|||
Average loan and finance receivable origination amount(a) |
|
|
|
|
|
|
||
Consumer loans and finance receivables(b)(c) |
|
$ |
591 |
|
|
$ |
659 |
|
Small business loans and finance receivables(c) |
|
|
16,310 |
|
|
|
16,500 |
|
Total loans and finance receivables(b) |
|
|
1,722 |
|
|
|
1,661 |
|
(a) The disclosure regarding the average loan origination amount is statistical data that is not included in our consolidated financial statements.
(b) Includes loans guaranteed by us, which represent loans originated by third-party lenders through the CSO program that we have not yet purchased and, therefore, are not included in our consolidated financial statements.
(c) Represents the average amount of each incremental draw on line of credit accounts.
The average loan origination amount increased to $1,722 from $1,661 during the current six-month period compared to the prior year six-month period, due primarily to a higher mix of loans and finance receivables issued to small businesses, which are larger on average than our consumer portfolio.
Total Expenses
Total expenses increased $11.4 million, or 3.2%, to $364.4 million in the current six-month period, compared to $353.0 million in the prior year six-month period.
Marketing expense decreased to $175.7 million in the current six-month period compared to $184.7 million in the prior year six-month period. The decrease was due primarily to lower originations in our consumer portfolio as well as higher non-commissionable renewals in our small business portfolio.
Operations and technology expense increased to $96.1 million in the current six-month period compared to $83.0 million in the prior year six-month period, due primarily to higher variable costs, particularly personnel and underwriting, due to the increase in originations and the size of the loan portfolio. As a percentage of revenue, operations and technology expense decreased to 9.8% in the current six-month period from 10.5% in the prior year six-month period, as increased originations and revenues outpaced fixed costs.
General and administrative expense increased $5.2 million, or 7.6%, to $73.4 million in the current six-month period compared to $68.2 million in the prior year six-month period, due primarily to higher personnel costs. As a percentage of revenue, general and administrative expense decreased to 7.5% in the current six-month period from 8.6% in the prior year six-month period, as increased originations and revenues outpaced fixed costs.
Depreciation and amortization expense increased $2.1 million or 12.1% compared to the prior year six-month period driven primarily by $1.7 million in impairment charges recorded in the current six-month period on leasehold improvement assets related to surrendered office space that have no future utility.
Nonoperating Items
Interest expense, net increased $41.5 million, or 87.4%, to $88.9 million in the current six-month period compared to $47.4 million in the prior year six-month period. The increase was due primarily to an increase of $607.4 million in the average amount of debt outstanding to $2,274.1 million during the current six-month period from $1,666.7 million during the prior year six-month period, and an increase in the weighted average interest rate on our outstanding debt to 8.00% during the current six-month period from 5.84% during the prior year six-month period.
Equity method investment loss was $1.1 million in the current six-month period compared to equity method investment income of $6.7 million in the prior year six-month period. In the prior year six-month period, Linear sold its operating company, resulting in a gain of $11.0 million, which was partially offset by a $4.4 million loss on the sale of OnDeck Canada.
35
Provision for Income Taxes
The effective tax rate of 24.0% in the current six-month period was flat compared to the effective tax rate of 24.1% in the prior year six-month period. The slight decrease is primarily attributable to larger excess tax benefits on stock compensation due to stock price appreciation coupled with a beneficial rate change on the measurement of the net deferred tax liability, partially offset by additional interest expense on unrecognized tax benefits.
Net Income
Net income decreased $5.7 million, or 5.5%, to $99.1 million during the current six-month period compared to $104.8 million during the prior year six-month period. The decrease was due primarily to higher interest expense as a result of an increase in the average amount of debt outstanding and an increase in the weighted average interest rate on our outstanding debt. The increase in interest expense was partially offset by an increase in income from operations due primarily to increased net revenue and lower operating expenses as a percentage of revenue.
LIQUIDITY AND CAPITAL RESOURCES
Capital Funding Strategy
We seek to maintain a stable and flexible balance sheet to ensure that liquidity and funding are available to meet our business obligations. As of June 30, 2023, we had cash, cash equivalents, and restricted cash of $261.7 million, of which $161.6 million was restricted, compared to $178.4 million, of which $78.2 million was restricted, as of December 31, 2022. During the six months ended June 30, 2023, we issued $170.0 million of asset-backed notes to fund our growth in our near-prime consumer loan business and entered into a new $287.2 million small business loan securitization facility. As of June 30, 2023, we had funding capacity of $840.1 million. Based on numerous stressed-case modeling scenarios, we believe we have sufficient liquidity to run our operations for the foreseeable future. Further, we have no recourse debt obligations due until September 2024. As part of our capital and liquidity management, we may from time to time acquire our outstanding debt securities, including through redemptions, tender offers, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws and in compliance with the indentures governing our outstanding debt securities, upon such terms and at such prices as we may determine.
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. 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 existing indebtedness. 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 existing indebtedness.
On June 30, 2017, we entered into a secured revolving credit agreement (as amended, the “Credit Agreement”). On June 23, 2022, we entered into an amendment and restatement of our Credit Agreement that, among other things, increased the borrowing capacity to $440.0 million, with a $20.0 million letter of credit sublimit and $10.0 million swingline loan sublimit. The Credit Agreement bears interest, at our option, at the base rate plus 0.75% or the Secured Overnight Financing Rate plus 3.50%. In addition to customary fees for a credit facility of this size and type, the Credit Agreement provides for payment of a commitment fee calculated with respect to the unused portion of the commitment, and ranges from 0.15% per annum to 0.50% per annum depending on usage. The Credit Agreement contains certain prepayment penalties if it is terminated on or before the first and second anniversary dates, subject to certain exceptions. The Credit Agreement matures on June 30, 2026. As of July 26, 2023, our available borrowings under the Credit Agreement were $173.3 million. Since 2016, we have entered into several loan securitization facilities and offered asset-backed notes to fund our growth, primarily in our near-prime consumer installment loan and small business loan businesses. As of July 26, 2023, we had funding capacity of $640.9 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 and small business loan securitization facilities.
As of June 30, 2023, 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.
36
Capital
Total stockholders’ equity increased by $63.2 million to $1,249.3 million at June 30, 2023 from $1,186.1 million at December 31, 2022. The increase of stockholders’ equity was driven primarily by net income for the six months ended June 30, 2023 and, to a lesser extent, stock-based compensation expense, partially offset by repurchases of our outstanding common stock. Our book value per share outstanding increased to $40.47 at June 30, 2023 from $37.99 at December 31, 2022, which was primarily driven by net income during the current year, partially offset by the increase in treasury stock as a result of share repurchases, which is discussed in more detail below.
On February 9, 2022, we announced the Board of Directors authorized a share repurchase program totaling $100.0 million through June 30, 2023 (the “February 2022 Authorization”). On November 7, 2022, we announced the Board of Directors authorized an increase to our share repurchase program of up to $150.0 million through December 31, 2023 (the “November 2022 Authorization”). The November 2022 Authorization went into effect in March 2023 upon exhaustion of the February 2022 Authorization. Repurchases under our repurchase program will be made in accordance with applicable securities laws from time to time in the open market, through privately negotiated transactions or otherwise. The share repurchase program does not obligate us to purchase any shares of our common stock. The authorization for the share repurchase program may be terminated, increased or decreased by the Board of Directors in its discretion at any time. During the six months ended June 30, 2023, we had $44.5 million in repurchases of common stock under our share repurchase program.
Cash
Our cash and cash equivalents are held primarily for working capital purposes and are used to fund a portion of our lending activities. From time to time, we use excess cash and cash equivalents to fund our lending activities. We do not enter into investments for trading or speculative purposes. Our policy is to invest cash in excess of our immediate working capital requirements in short-term investments, deposit accounts or other arrangements designed to preserve the principal balance and maintain adequate liquidity. Our excess cash may be invested primarily in overnight sweep accounts, money market instruments or similar arrangements that provide competitive returns consistent with our polices and market conditions.
Our restricted cash primarily consists of funds held in accounts as reserves on certain debt facilities and as collateral for issuing bank partner transactions. We have no ability to draw on such funds as long as they remain restricted under the applicable arrangements but have the ability to use these funds to finance loan originations, subject to meeting borrowing base requirements. Our policy is to invest restricted cash held in debt facility related accounts, to the extent permitted by such debt facility, in investments designed to preserve the principal balance and provide liquidity. Accordingly, such cash is invested primarily in money market instruments that offer daily purchase and redemption and provide competitive returns consistent with our policies and market conditions.
Current Debt Facilities
The following table summarizes our debt facilities as of June 30, 2023 (dollars in thousands).
|
|
Maturity date |
|
Weighted average interest rate(a) |
|
Borrowing capacity |
|
|
Principal outstanding |
|
||
Funding Debt: |
|
|
|
|
|
|
|
|
|
|
||
2018-1 Securitization Facility |
|
March 2027 |
(b) |
9.29% |
|
|
200,000 |
|
|
|
5,479 |
|
2018-2 Securitization Facility |
|
July 2025 |
(c) |
9.39% |
|
|
225,000 |
|
|
|
116,039 |
|
NCR 2022 Securitization Facility |
|
October 2026 |
(d) |
9.84% |
|
|
125,000 |
|
|
|
33,215 |
|
ODR 2021-1 Securitization Facility |
|
November 2024 |
(e) |
8.03% |
|
|
233,333 |
|
|
|
185,167 |
|
ODR 2022-1 Securitization Facility |
|
June 2025 |
(f) |
7.99% |
|
|
420,000 |
|
|
|
280,774 |
|
RAOD Securitization Facility |
|
November 2025 |
(g) |
7.96% |
|
|
230,263 |
|
|
|
212,263 |
|
HWCR 2023 Securitization Facility |
|
May 2026 |
(h) |
9.49% |
|
|
287,214 |
|
|
|
221,000 |
|
ODAST III Securitization Notes |
|
May 2027 |
(i) |
2.07% |
|
|
300,000 |
|
|
|
300,000 |
|
2023-A Securitization Notes |
|
December 2027 |
|
7.78% |
|
|
128,679 |
|
|
|
128,679 |
|
Total funding debt |
|
|
|
7.15% |
|
$ |
2,149,489 |
|
|
$ |
1,482,616 |
|
Corporate Debt: |
|
|
|
|
|
|
|
|
|
|
||
8.50% Senior Notes Due 2024 |
|
September 2024 |
|
8.50% |
|
|
180,390 |
|
|
|
180,390 |
|
8.50% Senior Notes Due 2025 |
|
September 2025 |
|
8.50% |
|
|
375,000 |
|
|
|
375,000 |
|
Revolving line of credit |
|
June 2026 |
|
8.66% |
|
|
440,000 |
|
(j) |
|
266,000 |
|
Total corporate debt |
|
|
|
8.55% |
|
$ |
995,390 |
|
|
$ |
821,390 |
|
(a) The weighted average interest rate is determined based on the rates and principal balances on June 30, 2023. It does not include the impact of the amortization of deferred loan origination costs or debt discounts.
37
(b) The period during which new borrowings may be made under this facility expires in March 2025.
(c) The period during which new borrowings may be made under this facility expires in July 2023.
(d) The period during which new borrowings may be made under this facility expires in October 2024.
(e) The period during which new borrowings may be made under this facility expires in November 2023.
(f) The period during which new borrowings may be made under this facility expires in June 2024.
(g) The period during which new borrowings may be made under this facility expires in November 2024.
(h) The period during which new borrowings may be made under this facility expires in May 2025.
(i) The period during which new borrowings may be made under this facility expires in April 2024.
(j) We had an outstanding letter of credit under the Revolving line of credit of $0.8 million as of June 30, 2023.
Our ability to fully utilize the available capacity of our debt facilities may also be impacted by provisions that limit concentration risk and eligibility.
Cash Flows
Our cash flows and other key indicators of liquidity are summarized as follows (dollars in thousands):
|
|
Six Months Ended June 30, |
|
|||||
|
|
|
|
2022 |
|
|||
Total cash flows provided by operating activities |
|
$ |
581,339 |
|
|
$ |
392,174 |
|
Cash flows used in investing activities |
|
|
|
|
|
|
||
Loans and finance receivables |
|
|
(462,829 |
) |
|
|
(736,736 |
) |
Capitalization of software development costs and purchases of fixed assets |
|
|
(20,648 |
) |
|
|
(23,311 |
) |
Sale of a subsidiary |
|
|
— |
|
|
|
8,713 |
|
Total cash flows used in investing activities |
|
|
(483,477 |
) |
|
|
(751,334 |
) |
Cash flows (used in) provided by financing activities |
|
$ |
(15,069 |
) |
|
$ |
347,062 |
|
Cash Flows from Operating Activities
Net cash provided by operating activities increased $189.2 million, or 48.2%, to $581.3 million in the current six-month period from $392.2 million for the prior year six-month period. The increase was driven primarily by additional interest and fee income from growth in the loan portfolio.
We believe cash flows from operations and available cash balances and borrowings under our loan securitization facilities and Credit Agreement, which may include increased borrowings under our Credit Agreement, any refinancing or replacement thereof, and additional securitization of loans, will be sufficient to fund our future operating liquidity needs, including to fund our working capital growth.
Cash Flows from Investing Activities
Net cash used in investing activities was $483.5 million for the current six-month period compared to $751.3 million for the prior year six-month period. This change was due primarily to loan originations outpacing repayments by a wider margin in the prior year six-month period compared to the current six-month period.
Cash Flows from Financing Activities
Cash flows used in financing activities for the current six-month period were driven primarily by $69.5 million in repayments of our 2024 Senior Notes, $50.1 million in share repurchases and $43.0 million in net payments under our revolving line of credit, partially offset by $150.1 million in net borrowings under our securitization facilities. Cash flows provided by financing activities for the prior year six-month period were driven primarily by $385.7 million and $69.0 million in net borrowings under our securitization and revolving line of credit facilities, respectively, partially offset by $104.4 million in share repurchases.
CRITICAL ACCOUNTING ESTIMATES
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, 2022.
38
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
See Note 1 in the Notes to Consolidated Financial Statements included in this report for a discussion of recent accounting pronouncements that may be significant to Enova.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our exposure to market risk since the most recent fiscal year end. Refer to our market risk disclosures in our Annual Report on Form 10‑K for the year ended December 31, 2022.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
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 June 30, 2023 (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.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the quarter ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
39
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See the “Litigation” section of Note 8 of the notes to our consolidated financial statements (unaudited) of Part I, “Item 1 Financial Statements.”
ITEM 1A. RISK FACTORS
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, 2022.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides the information with respect to purchases made by us of shares of our common stock.
Period |
|
Total Number of Shares Purchased(a) |
|
|
Average Price Paid Per Share(b) |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plan(c) |
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan(b)(c) |
|
||||
April 1 – April 30, 2023 |
|
|
154,783 |
|
|
|
44.89 |
|
|
|
154,783 |
|
|
|
134,513 |
|
May 1 – May 31, 2023 |
|
|
336,819 |
|
|
|
43.62 |
|
|
|
329,506 |
|
|
|
120,135 |
|
June 1 – June 30, 2023 |
|
|
126,400 |
|
|
|
50.60 |
|
|
|
126,400 |
|
|
|
113,739 |
|
Total |
|
|
618,002 |
|
|
$ |
45.37 |
|
|
|
610,689 |
|
|
$ |
113,739 |
|
(a) Includes shares withheld from employees as tax payments for shares issued under the Company’s stock-based compensation plans of 7,313 for the month of May. These shares were not acquired pursuant to a publicly announced repurchase plan.
(b) The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. During the three months ended June 30, 2023, the Company reflected the applicable excise tax in treasury stock as part of the cost basis of the stock repurchased and recorded a corresponding liability for the excise taxes payable in accounts payable and accrued expenses on the consolidated balance sheet. All dollar amounts presented exclude such excise taxes.
(c) On February 9, 2022, the Company announced the Board of Directors authorized a share repurchase program totaling $100.0 million through June 30, 2023 (the “February 2022 Authorization”). On November 7, 2022, the Company announced the Board of Directors authorized an increase to its share repurchase program of up to $150.0 million through December 31, 2023 (the “November 2022 Authorization”). The November 2022 Authorization went into effect in March 2023 upon exhaustion of the February 2022 Authorization. All share repurchases made under these repurchase authorizations have been through open market transactions. Our share repurchase program is subject to market conditions, do not obligate us to purchase any shares of our common stock, and may be terminated, increased or decreased by the Board of Directors in its discretion at any time.
We do not plan to declare cash dividends in the foreseeable future. Any declaration of dividends is at the discretion of our Board of Directors. Our agreements governing our existing debt contain restrictions which limit our ability to pay dividends.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
40
ITEM 6. EXHIBITS
Exhibit No. |
|
Exhibit Description |
|
|
|
3.1* |
|
Enova International, Inc. Restated Certificate of Incorporation |
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
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* |
|
|
|
|
|
32.2* |
|
|
|
|
|
101.INS* |
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|
|
|
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
101.CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
101.DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase |
|
|
|
101.LAB* |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
101.PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
104* |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
41
SIGNATURES
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.
Date: July 28, 2023 |
|
|
ENOVA INTERNATIONAL, INC. |
||
|
|
|
|
|
|
|
|
|
By: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer |
|
|
|
|
|
(On behalf of the Registrant and as Principal Financial Officer) |
42
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 6/30/26 | ||||
| 6/1/25 | ||||
| 10/1/24 | ||||
| 1/1/24 | ||||
| 12/31/23 | ||||
| Filed on: | 7/28/23 | |||
| 7/27/23 | 8-K | |||
| 7/26/23 | ||||
| For Period end: | 6/30/23 | |||
| 5/31/23 | 144, 4, 8-K | |||
| 5/25/23 | 8-K | |||
| 4/30/23 | ||||
| 3/31/23 | 10-Q, ARS, DEF 14A, DEFA14A | |||
| 3/30/23 | ARS, DEF 14A, DEFA14A | |||
| 3/3/23 | ||||
| 2/27/23 | ||||
| 2/24/23 | 10-K, 4, 8-K | |||
| 1/1/23 | ||||
| 12/31/22 | 10-K, ABS-15G, ARS | |||
| 11/14/22 | ||||
| 11/7/22 | 4, 8-K | |||
| 10/19/22 | ||||
| 8/16/22 | ||||
| 7/8/22 | ||||
| 6/30/22 | 10-Q, 8-K | |||
| 6/23/22 | 8-K | |||
| 3/31/22 | 10-Q, DEF 14A, DEFA14A | |||
| 3/1/22 | ||||
| 2/15/22 | 4 | |||
| 2/9/22 | 4, 4/A, 8-K | |||
| 12/31/21 | 10-K, ABS-15G | |||
| 5/24/21 | ||||
| 2/24/21 | ||||
| 12/31/20 | 10-K, ABS-15G | |||
| 11/19/20 | ||||
| 7/7/20 | ||||
| 6/7/19 | ||||
| 9/19/18 | 8-K | |||
| 4/23/18 | ||||
| 10/6/17 | ||||
| 9/1/17 | 8-K | |||
| 6/30/17 | 10-Q, 4, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/24/24 Enova International, Inc. 10-Q 3/31/24 61:10M Donnelley … Solutions/FA 2/23/24 Enova International, Inc. 10-K 12/31/23 113:21M Donnelley … Solutions/FA 10/25/23 Enova International, Inc. 10-Q 9/30/23 74:15M Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/16/23 Enova International, Inc. 8-K:5,9 5/10/23 11:612K Donnelley … Solutions/FA 11/17/17 Enova International, Inc. 8-K:5,9 11/14/17 3:1.9M ActiveDisclosure/FA |