UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20192020
OR
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 1-38315
CURO GROUP HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Delaware 90-0934597
(State or other jurisdiction
Of incorporation or organization)
 (I.R.S. Employer Identification No.)
   
3527 North Ridge Road, Wichita, KS 67205
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (316) 772-3801
Former name, former address and former fiscal year, if changed since last report: No Changes

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.001 par value per shareCURONew 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.    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).    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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer  
Smaller reporting company Emerging growth company

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 Act).    Yes ☐    No ☒
At May 3, 20191, 2020 there were 46,442,62840,789,687 shares of the registrant’s Common Stock, $0.001 par value per share, outstanding.



CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
FORM 10-Q
FIRST QUARTER ENDED MARCH 31, 20192020
INDEX
       Page
Item 1.Financial Statements (unaudited)
  
 March 31, 20192020 and December 31, 20182019
  
 Three months ended March 31, 20192020 and 20182019
  
 Three months ended March 31, 20192020 and 20182019
  
 Three months ended March 31, 20192020 and 20182019
 
Item 2.
Item 3.
Item 4.
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.


GLOSSARY

Terms and abbreviations used throughout this report are defined below.
Term or abbreviationDefinition
12.00% Senior Secured Notes12.00% Senior Secured Notes, issued in February and November 2017 for a total of $470.0 million due March 1, 2022, fully extinguished September 2018
2017 Tax ActTax Cuts and Jobs Act of 2017
2019 Form 10-KAnnual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 9, 2020.
8.25% Senior Secured Notes8.25% Senior Secured Notes, issued in August 2018 for $690.0 million, which mature on September 1, 2025
Ad AstraAd Astra Recovery Services, Inc., our former provider of third-party collection services for the U.S. business that we acquired in January 2020
Adjusted EBITDAEBITDA plus or minus certain non-cash and other adjusting items; Refer to "Supplemental Non-GAAP Financial Information" for additional details.
ALLAllowance for loan losses
Allowance BuildIncremental COVID-related provision expense as a result of additions to the Allowance for Loan Losses
Allowance coverageAllowance for loan losses as a percentage of gross loans receivable
AOCIAccumulated Other Comprehensive Income (Loss)
ASCAccounting Standards Codification
ASUAccounting Standards Update
Average gross loans receivableUtilized to calculate product yield and NCO rates; calculated as average of beginning of quarter and end of quarter gross loans receivable
CABCredit access bureau
CARES ActCoronavirus Aid, Relief, and Economic Security Act
Cash MoneyCash Money Cheque Cashing Inc., a Canadian subsidiary
Cash Money Revolving Credit FacilityC$10.0 million revolving credit facility with Royal Bank of Canada
CECLCurrent expected credit loss
CFTCCURO Financial Technologies Corp., a wholly-owned subsidiary of the Company
CODMChief Operating Decision Maker
Condensed Consolidated Financial StatementsThe unaudited condensed consolidated financial statements presented in this Form 10-Q
COVID-19An infectious disease caused by the 2019 novel coronavirus disease
CSOCredit services organization
EBITDAEarnings Before Interest, Taxes, Depreciation and Amortization
EPSEarnings per share
Exchange ActSecurities Exchange Act of 1934
FASBFinancial Accounting Standards Board
FFLFriedman Fleischer & Lowe Capital Partners II, L.P. and its affiliated investment funds, a related party to the Company
Form 10-QQuarterly Report on Form 10-Q
Gross Combined Loans ReceivableGross loans receivable plus loans originated by third-party lenders which are Guaranteed by the Company
Guaranteed by the CompanyLoans originated by third-party lenders through CSO program which we guarantee but are not include in the Condensed Consolidated Financial Statements
KatapultCognical Holdings, Inc. (formerly known as Zibby), a private lease-to-own platform for online, brick and mortar and omni-channel retailers
NCONet charge-off; total charge-offs less total recoveries
NOLNet operating loss
Non-Recourse Canada SPV FacilityA four-year revolving credit facility with Waterfall Asset Management, LLC with capacity up to C$250.0 million
Non-Recourse U.S. SPV FacilityA four year, asset-backed revolving credit facility with Atalaya Capital Management with capacity up to $200.0 million if certain conditions are met
ROURight of use

Term or abbreviationDefinition
RSURestricted Stock Unit
SECSecurities and Exchange Commission
Senior RevolverSenior Secured Revolving Loan Facility
SRCSmaller Reporting Company
Stride BankIn 2019, we partnered with Stride Bank, N.A. to launch a bank-sponsored Unsecured Installment loan originated by Stride Bank. We market and service loans on behalf of Stride Bank and the bank licenses our proprietary credit decisioning for Stride Bank's scoring and approval.
U.S.United States of America
US GAAPGenerally accepted accounting principles in the United States
VIEVariable Interest Entity; our wholly-owned, bankruptcy-remote special purpose subsidiary



PART I.     FINANCIAL INFORMATION

ITEM 1.         FINANCIAL STATEMENTS

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
March 31, 2020 December 31,
2019
March 31,
2019
 December 31,
2018
 
ASSETS
Cash$82,859
 $61,175
$138,714
 $75,242
Restricted cash (includes restricted cash of consolidated VIEs of $15,460 and $12,840 as of March 31, 2019 and December 31, 2018, respectively)34,319
 25,439
Gross loans receivable (includes loans of consolidated VIEs of $180,631 and $148,876 as of March 31, 2019 and December 31, 2018, respectively)553,215
 571,531
Less: allowance for loan losses (includes allowance for losses of consolidated VIEs of $22,764 and $12,688 as of March 31, 2019 and December 31, 2018, respectively)(94,322) (73,997)
Restricted cash (includes restricted cash of consolidated VIEs of $22,317 and $17,427 as of March 31, 2020 and December 31, 2019, respectively)41,527
 34,779
Gross loans receivable (includes loans of consolidated VIEs of $231,258 and $244,492 as of March 31, 2020 and December 31, 2019, respectively)564,437
 665,828
Less: allowance for loan losses (includes allowance for losses of consolidated VIEs of $27,421 and $24,425 as of March 31, 2020 and December 31, 2019, respectively)(99,842) (106,835)
Loans receivable, net458,893
 497,534
464,595

558,993
Right of use asset - operating leases (Note 1)135,405
 
Deferred income taxes5,014
 1,534
Income taxes receivable40,872
 16,741
24,435
 11,426
Prepaid expenses and other36,511
 43,588
34,120
 35,890
Property and equipment, net75,260
 76,750
66,787
 70,811
Right of use asset - operating leases114,272
 117,453
Deferred tax assets
 5,055
Goodwill119,878
 119,281
132,825
 120,609
Other intangibles, net of accumulated amortization of $35,662 and $34,576 as of March 31, 2019 and December 31, 2018, respectively29,968
 29,784
Other15,151
 12,930
Assets from discontinued operations (Note 15)
 34,861
Other intangibles, net33,944
 33,927
Other assets15,547
 17,710
Total Assets$1,034,130
 $919,617
$1,066,766
 $1,081,895
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities$52,042
 $49,146
Liabilities   
Accounts payable and accrued liabilities (includes accounts payable and accrued liabilities of consolidated VIEs of $13,267 and $13,462 as of March 31, 2020 and December 31, 2019, respectively)$53,603
 $60,083
Deferred revenue7,851
 9,483
6,655
 10,170
Lease liability - operating leases (Note 1)143,412
 
Income taxes payable4,425
 1,579
Accrued interest (includes accrued interest of consolidated VIEs of $848 and $831 as of March 31, 2019 and December 31, 2018, respectively)5,593
 20,904
Lease liability - operating leases121,715
 124,999
Accrued interest (includes accrued interest of consolidated VIEs of $627 and $871 as of March 31, 2020 and December 31, 2019, respectively)5,392
 19,847
Liability for losses on CSO lender-owned consumer loans8,662
 12,007
9,189
 10,623
Deferred rent
 10,851
Long-term debt (includes long-term debt and issuance costs of consolidated VIEs of $92,718 and $3,803 as of March 31, 2019 and $111,335 and $3,856 as of December 31, 2018, respectively)766,068
 804,140
Subordinated stockholder debt2,243
 2,196
Debt (includes debt and issuance costs of consolidated VIEs of $87,365 and $2,491 as of March 31, 2020 and $115,243 and $3,022 as of December 31, 2019, respectively)788,451
 790,544
Other long-term liabilities6,686
 5,800
9,095
 10,664
Deferred tax liabilities404
 13,730
13,095
 4,452
Liabilities from discontinued operations (Note 15)
 8,882
Total Liabilities997,386
 938,718
1,007,195
 1,031,382
Commitments and contingencies (Note 13)

 



 

Stockholders' Equity

 



 

Preferred stock - $0.001 par value, 25,000,000 shares authorized; no shares were issued at either period end
 
Common Stock - $0.001 par value; 225,000,000 shares authorized; 46,431,289 and 46,412,231 issued and outstanding as of March 31, 2019 and December 31, 2018, respectively9
 9
Preferred stock - $0.001 par value, 25,000,000 shares authorized; no shares were issued
 
Common stock - $0.001 par value; 225,000,000 shares authorized; 46,934,750 and 46,770,765 shares issued; and 40,779,447 and 41,156,224 shares outstanding at the respective period ends9
 9
Treasury stock, at cost - 6,155,303 and 5,614,541 shares as of the respective period ends(77,852) (72,343)
Paid-in capital62,117
 60,015
70,798
 68,087
Retained earnings (accumulated deficit)18,983
 (18,065)
Retained earnings127,472
 93,423
Accumulated other comprehensive loss(44,365) (61,060)(60,856) (38,663)
Total Stockholders' Equity36,744
 (19,101)59,571
 50,513
Total Liabilities and Stockholders' Equity$1,034,130
 $919,617
$1,066,766
 $1,081,895

See accompanying Notes to Unauditedunaudited Condensed Consolidated Financial Statements.

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Three Months Ended
March 31,
Three Months Ended
March 31,
2019 20182020 2019
Revenue$277,939
 $250,843
$280,806
 $277,939
Provision for losses102,385
 76,883
113,536
 102,385
Net revenue175,554
 173,960
167,270
 175,554
      
Cost of providing services      
Salaries and benefits28,701
 26,918
26,007
 28,701
Occupancy14,237
 13,427
14,016
 14,237
Office5,113
 6,453
5,674
 5,113
Other costs of providing services14,220
 13,431
9,655
 14,220
Advertising7,786
 7,885
12,219
 7,786
Total cost of providing services70,057
 68,114
67,571
 70,057
Gross margin105,497
 105,846
99,699
 105,497
      
Operating expense      
Corporate, district and other expenses49,088
 35,429
42,807
 49,088
Interest expense17,690
 22,354
17,324
 17,690
Loss on extinguishment of debt
 11,683
Loss from equity method investment1,618
 
Total operating expense66,778
 69,466
61,749
 66,778
Income from continuing operations before income taxes38,719
 36,380
37,950
 38,719
Provision for income taxes10,046
 11,467
1,937
 10,046
Net income from continuing operations28,673
 24,913
36,013

28,673
Net income (loss) from discontinued operations8,375
 (1,621)
Net income (loss) from discontinued operations, before income tax390
 (39,048)
Income tax expense (benefit) related to disposition

98
 (47,423)
Net income from discontinued operations292
 8,375
Net income$37,048
 $23,292
$36,305

$37,048
   
Basic earnings per share:   
Continuing operations$0.88
 $0.62
Discontinued operations0.01
 0.18
Basic earnings per share$0.89
 $0.80
   
Diluted earnings per share:   
Continuing operations$0.86
 $0.61
Discontinued operations0.01
 0.18
Diluted earnings per share$0.87
 $0.79
      
Weighted average common shares outstanding:      
Basic46,424
 45,506
40,817
 46,424
Diluted47,319
 47,416
41,892
 47,319
   
Basic income (loss) per share:   
Continuing operations$0.62
 $0.55
Discontinued operations0.18
 (0.04)
Basic income per share$0.80
 $0.51
   
Diluted income (loss) per share:   
Continuing operations$0.61
 $0.53
Discontinued operations0.18
 (0.03)
Diluted income per share$0.79
 $0.50

See accompanying Notes to Unauditedunaudited Condensed Consolidated Financial Statements.

Statements
.

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
Three Months Ended
March 31,
Three Months Ended
March 31,
2019 20182020 2019
Net income$37,048
 $23,292
$36,305
 $37,048
Other comprehensive income (loss):
 
Cash flow hedges, net of $0 tax in both periods
 54
Other comprehensive (loss) income:
 
Foreign currency translation adjustment, net of $0 tax in both periods16,695
 (2,910)(22,193) 16,695
Other comprehensive income (loss)16,695
 (2,856)
Other comprehensive (loss) income(22,193) 16,695
Comprehensive income$53,743
 $20,436
$14,112
 $53,743

See accompanying Notes to Unauditedunaudited Condensed Consolidated Financial Statements.


CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands, unaudited)


 Three Months Ended March 31,
 2019 2018
Cash flows from operating activities   
Net income from continuing operations$28,673
 $24,913
Adjustments to reconcile net income to net cash provided by continuing operating activities:   
Depreciation and amortization4,920
 4,535
Provision for loan losses102,385
 76,883
Amortization of debt issuance costs and bond (premium)/discount872
 1,129
Deferred income tax benefit(10,343) (1,094)
Loss on disposal of property and equipment991
 478
Loss on extinguishment of debt
 11,683
Increase in cash surrender value of life insurance(723) (1,482)
Share-based compensation expense2,172
 1,842
Changes in operating assets and liabilities:   
Fees and service charges on loans receivable1,937
 5,093
Prepaid expenses and other assets9,938
 9,820
Other assets(5,651) (39)
Accounts payable and accrued liabilities2,326
 (3,172)
Deferred revenue(1,709) (1,709)
Income taxes payable29,562
 19,629
Income taxes receivable(9,890) (7,411)
Deferred rent
 280
Accrued Interest(15,329) (19,084)
Other liabilities868
 449
Net cash provided by continuing operating activities140,999
 122,743
Net cash (used in) provided by discontinued operating activities(504) 1,411
Net cash provided by operating activities140,495
 124,154
Cash flows from investing activities   
Purchase of property, equipment and software(3,119) (1,542)
Loans receivable originated or acquired(420,568) (500,501)
Loans receivable repaid355,621
 444,148
Investments in Cognical Holdings(1,568) (958)
Net cash used in continuing investing activities(69,634) (58,853)
Net cash used in discontinued investing activities(14,213) (3,782)
Net cash used in investing activities(83,847) (62,635)
Cash flows from financing activities   
Net proceeds from issuance of common stock
 13,135
Proceeds from Non-Recourse U.S. SPV facility
 3,000
Payments on Non-Recourse U.S. SPV facility
 (12,519)
Proceeds from Non-Recourse Canada SPV facility3,762
 
Payments on Non-Recourse Canada SPV facility(24,831) 
Payments on 12.00% Senior Secured Notes
 (77,500)
Debt issuance costs paid(199) (71)
Proceeds from credit facilities30,478
 10,000
Payments on credit facilities(50,478) (10,000)
Proceeds from exercise of stock options40
 
Payments to net share settle restricted stock units vesting(37) 
Net cash used in financing activities (1)
(41,265) (83,255)
Effect of exchange rate changes on cash and restricted cash1,938
 (4,360)
Net increase (decrease) in cash and restricted cash17,321
 (26,096)
Cash and restricted cash at beginning of period99,857
 174,491
Cash and restricted cash at end of period$117,178
 $148,395
(1) Financing activities include continuing operations only and were not impacted by discontinued operations   
 Three Months Ended March 31,
 2020 2019
Cash flows from operating activities   
Net income from continuing operations$36,013
 $28,673
Adjustments to reconcile net income to net cash provided by continuing operating activities:   
Depreciation and amortization4,537
 4,920
Provision for loan losses113,536
 102,385
Amortization of debt issuance costs and bond discount688
 872
Deferred income tax (benefit) expense14,093
 (10,343)
Loss on disposal of property and equipment44
 991
Loss from equity method investment1,618
 
Share-based compensation3,194
 2,172
Changes in operating assets and liabilities:   
Accrued interest on loans receivable16,671
 1,937
Prepaid expenses and other assets982
 9,938
Other assets332
 (6,374)
Accounts payable and accrued liabilities(7,492) 2,326
Deferred revenue(3,276) (1,709)
Income taxes payable
 29,562
Income taxes receivable(13,134) (9,890)
Accrued interest(14,389) (15,329)
Other liabilities(1,548) 868
Net cash provided by continuing operating activities151,869
 140,999
Net cash provided by (used in) discontinued operating activities390
 (504)
Net cash provided by operating activities152,259
 140,495
Cash flows from investing activities   
Purchase of property, equipment and software(3,658) (3,119)
Loans receivable originated or acquired(439,244) (420,568)
Loans receivable repaid378,843
 355,621
Investments in Katapult
 (1,568)
Acquisition of Ad Astra, net of acquiree's cash received(14,418) 
Net cash used in continuing investing activities(78,477) (69,634)
Net cash used in discontinued investing activities
 (14,213)
Net cash used in investing activities(78,477) (83,847)
Cash flows from financing activities   
Proceeds from Non-Recourse Canada SPV facility23,560
 3,762
Payments on Non-Recourse Canada SPV facility(42,497) (24,831)
Debt issuance costs paid(150) (199)
Proceeds from credit facilities69,938
 30,478
Payments on credit facilities(44,938) (50,478)
Proceeds from exercise of stock options126
 40
Payments to net share settle restricted stock units vesting(609) (37)
Repurchase of common stock(5,908) 
Dividends paid to stockholders(2,247) 
Net cash used in financing activities (1)
(2,725) (41,265)
Effect of exchange rate changes on cash and restricted cash(837) 1,938
Net increase in cash and restricted cash70,220
 17,321
Cash and restricted cash at beginning of period110,021
 99,857
Cash and restricted cash at end of period180,241
 117,178
(1) Financing activities were not impacted by discontinued operations


CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands, unaudited)

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets to the totals above:

  March 31,
  2020 2019
Cash $138,714
 $82,859
Restricted cash (includes restricted cash of consolidated VIEs of $22,317 and $15,460 as of March 31, 2020 and March 31, 2019, respectively) 41,527
 34,319
Total cash and restricted cash used in the Statements of Cash Flows 180,241
 117,178

See accompanying Notes to Unauditedunaudited Condensed Consolidated Financial Statements.

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS
Nature of Operations and Basis of Presentation

The terms “CURO" and the “Company” refer to CURO Group Holdings Corp. and its directly and indirectly owned subsidiaries as a combined entity, except where otherwise stated. The term "CFTC" refers to CURO Financial Technologies Corp., a wholly-owned subsidiary, and its directly and indirectly owned subsidiaries as a consolidated entity, except where otherwise stated.

CURO is a growth-oriented, technology-enabled, highly-diversified consumer finance company serving a wide range of underbanked consumers in the U.S., Canada and, through February 25, 2019, the U.K.

The Company has prepared the accompanying unaudited Condensed Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”),GAAP, and with the accounting policies described in its Annual Report2019 Form 10-K filed with the SEC on Form 10-KMarch 9, 2020. Interim results of operations are not necessarily indicative of the results that might be expected for future interim periods or for the year endedending December 31, 2018 ("2018 Form 10-K"). 2020.

Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted, although the Company believes that the disclosures are adequate to enable a reasonable understanding of the information presented. Additionally, the Company qualifies as an SRC as defined by the SEC, which allows registrants to report information under scaled disclosure requirements. SRC status is determined on an annual basis as of the last business day of the most recently completed second fiscal quarter. Under these rules, the Company met the definition of an SRC as of June 30, 2019, and it will reevaluate as of June 30, 2020.

The unaudited Condensed Consolidated Financial Statements and the accompanying notes reflect all adjustments (consisting only of adjustments of a normal and recurring nature) which are, in the opinion of management, necessary to present fairly the Company's results of operations, financial position and cash flows for the periods presented.

COVID-19

A novel strain of coronavirus, COVID-19, surfaced in late 2019 and has subsequently spread worldwide, including to the U.S. and Canada. On February 25, 2019,March 11, 2020, the World Health Organization categorized COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. Macroeconomic conditions, in general, and the Company's U.K. segment was placed into administration,operations have been significantly affected by the COVID-19 pandemic and there are no reliable estimates of how long the pandemic will last or the scope or magnitude of its near-term or long-term impact. In response, various governmental bodies have issued decrees prohibiting certain businesses from continuing to operate and certain classes of workers from reporting to work. However, CURO's operations have been designated as essential financial services by federal guidelines and local regulations. As a provider of an essential service, the Company remains focused on protecting the health and wellbeing of its employees, customers and the communities in which resultedit operates while assuring the continuity of its business operations. While CURO continues serving its customers through both store and online channels, store hours are reduced, enhanced cleaning protocols for all facilities are in treatmentplace, and social distancing guidelines are in effect to aid in combating the spread of the segment as discontinued operationspandemic.

On March 27, 2020, the U.S. government enacted the CARES Act, which includes modifications to the limitation on business interest expense and net operating loss provisions, and provides a payment delay of employer payroll taxes during 2020 after the date of enactment. The Company expects to delay payment of employer payroll taxes otherwise due in 2020 with 50% due by December 31, 2021 and the remaining 50% by December 31, 2022.

Refer to Note 7, "Income Taxes" for all periods presented. Throughout this Quarterly Report on Form 10-Q ("Form 10-Q"), current and prior period financial information is presented as if the U.K. segment was excluded from continuing operations. For further information aboutCARES Act impact to the placementCompany's provision for income taxes.

In light of COVID-19, the Company also considered implications of the segment into administration, referpandemic on its estimates and assumptions as of March 31, 2020. After review of the information available regarding conditions as of March 31, 2020, the Company increased its allowance for loan losses, as disclosed in Note 3, "Loans and Receivable and Revenue." The increase in volatility of foreign currency exchange rates between the U.S. dollar and Canadian dollar, as a result of COVID-19 and other factors such as oil price volatility, had a material impact on the Company's Condensed Consolidated Balance Sheet. Gross loans receivable in Canada decreased $26.5 million, or 8.7%, as a result of fluctuations in the foreign currency exchange rate from December 31, 2019 to "--Nature of Operations" below.March 31, 2020 between the U.S dollar and Canadian dollar.

The Condensed Consolidated Financial Statements shouldeffect of the COVID-19 pandemic will not be read in conjunction with the Consolidated Financial Statements and related Notes includedfully reflected in the 2018 Form 10-K. InterimCompany's results of operations are not necessarily indicativeand overall financial performance until future periods. The extent of results that may be expected for future interim periods or for the year ending December 31, 2019.impact of COVID-19 on the Company's business is highly uncertain and difficult to predict, as information is rapidly evolving with respect to the duration and severity of the pandemic.


CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of CURO and its wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.

Ad Astra Acquisition
On January 3, 2020, the Company acquired 100% of the outstanding stock of Ad Astra, a related party, for total consideration of $14.4 million, net of cash received. Prior to the acquisition, Ad Astra was the Company's exclusive provider of third-party collection services for owned and managed loans in the U.S. that are in later-stage delinquency. Ad Astra, now a wholly-owned subsidiary, is included in the Condensed Consolidated Financial Statements. Prior to the acquisition, all costs related to Ad Astra were included in "Other costs of providing services." Following the acquisition, operating costs for Ad Astra are included within "Corporate, district and other expenses," consistent with presentation of other internal collection costs. See Note 17, "Acquisition" for further information.
U.K. Segment Placed into Administration

On February 25, 2019, the Company placed its U.K. segment into administration, which resulted in the treatment of the U.K. segment as discontinued operations for all periods presented. Throughout this Form 10-Q, current and prior period financial information is presented on a continuing operations basis, excluding the results and positions of the U.K. segment. See Note 15, "Discontinued Operations" for additional information.

Equity Investment in Unconsolidated Entity

The Company holds an equity investment in Katapult, a private lease-to-own platform for online, brick and mortar and omni-channel retailers. Katapult provides customers with payment options in store or via the Katapult link on a retailer's website. As of March 31, 2020, the Company owned 42.5% of Katapult. The Company records the equity method investment in "Other assets" on the Condensed Consolidated Balance Sheets. See Note 8, "Fair Value Measurements" for additional detail on Katapult's fair value considerations.

Use of Estimates

The preparation of Condensed Consolidated Financial Statements in conformity with US GAAP requires management to make estimates and assumptions, such as those posed by COVID-19, that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenues and expenses during the periods reported.presented. Some of the significant estimates that the Company made in the accompanying Condensed Consolidated Financial Statements include allowances for loan losses, certain assumptions related to equity investments, goodwill and intangibles, accruals related to self-insurance, credit services organization ("CSO")CSO liability for losses and estimated tax liabilities. Actual results may differ from those estimates.

NatureGoodwill

The annual impairment review for goodwill, done on October 1, consists of Operationsperforming a qualitative assessment to determine whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount as a basis for determining whether or not further testing is required. The Company may elect to bypass the qualitative assessment and proceed directly to the two-step process, for any reporting unit, in any period. The Company can resume the qualitative assessment for any reporting unit in any subsequent period. If the Company determines, on the basis of qualitative factors, that it is more likely than not that the fair value of the reporting unit is less than the carrying amount, the Company will then apply a two-step process of (i) determining the fair value of the reporting unit and (ii) comparing it to the carrying value of the net assets allocated to the reporting unit. When performing the two-step process, if the fair value of the reporting unit exceeds its carrying value, no further analysis or write-down of goodwill is required. In the event the estimated fair value of a reporting unit is less than the carrying value, the Company would recognize an impairment loss equal to such excess, which could significantly and adversely impact reported results of operations and stockholders’ equity.

During the fourth quarter of 2019, the Company performed a quantitative assessment for the U.S. and Canada reporting units. Management concluded that the estimated fair values of these two reporting units were greater than their respective carrying values. Due to COVID-19, the Company determined that a goodwill impairment evaluation triggering event occurred during the three months ended March 31, 2020. After performing an interim review of impairment as of March 31, 2020, both reporting units continue to have estimated fair values greater than their respective carrying values.

CURO is a growth-oriented, technology-enabled, highly-diversified consumer finance company serving a wide range of underbanked consumers in the United States ("U.S."), Canada, and, through February 25, 2019, the United Kingdom ("U.K.").GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


U.K. Segment Placed into Administration
Refer to Note 16, "Goodwill" for further information.

OnRecently Adopted Accounting Pronouncements

ASU 2018-15

In August 2018, the FASB issued ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (“ASU 2018-15”). ASU 2018-15 requires implementation costs incurred by customers in cloud computing arrangements to be deferred over the non-cancellable term of the cloud computing arrangements plus any optional renewal periods (i) that are reasonably certain to be exercised by the customer or (ii) for which exercise of the renewal option is controlled by the cloud service provider. The Company adopted ASU 2018-15 on a prospective basis as of January 1, 2020. The adoption of ASU 2018-15 did not have a material impact on the unaudited Condensed Consolidated Financial Statements.

ASU 2018-13

In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which amends ASC 820, Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. The Company adopted ASU 2018-13 as of January 1, 2020, which did not have a material impact on the unaudited Condensed Consolidated Financial Statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

ASU 2016-13

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” and subsequent amendments to the guidance: ASU 2018-19 in November 2018, ASU 2019-04 in April 2019, ASU 2019-05 in May 2019, ASU 2019-10 and 11 in November 2019, and ASU 2020-02 in February 25, 2019,2020. The standard, as amended, changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard will replace the current “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount, as they currently do under the other-than-temporary impairment model. The standard also simplifies the accounting model for purchased credit-impaired debt securities and loans. The amendment will affect loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2019-04 clarifies that equity instruments without readily determinable fair values for which an entity has elected the measurement alternative should be remeasured to fair value as of the date that an observable transaction occurred. ASU 2019-05 provides an option to irrevocably elect to measure certain individual financial assets at fair value instead of amortized cost. ASU 2019-10 amends the mandatory effective date for ASU 2016-13. The amendments are effective for fiscal years beginning after December 15, 2022 for entities that are eligible to be defined by the SEC as a SRC, for which the Company announced thatqualifies. ASU 2019-11 provides clarity and improves the codification to ASU 2016-13. The amendments should be applied on either a proposed Schemeprospective transition or modified-retrospective approach depending on the subtopic. As issued, ASU 2016-13 is effective for annual periods beginning after December 15, 2019, and interim periods therein. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods therein. The Company is evaluating its alternatives with respect to the available accounting methods under ASU 2016 13, including the fair value option. If the fair value option is not utilized, adoption of Arrangement ("SOA")ASU 2016-13 will increase the allowance for credit losses with a resulting negative adjustment to retained earnings on the date of adoption. The Company does not expect to adopt ASU 2016-13 until at least January 1, 2021 as permitted under ASU 2019-10. The Company is currently assessing the impact the adoption of ASU 2016-13 will have on its Consolidated Financial Statements.

ASU 2020-01

In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), as described inInvestments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (ASU 2020-01). ASU 2020-01 clarifies the Company's Current Report on Form 8-K filed January 31, 2019, would not be implemented. In accordance with the provisionsinteraction of the U.K. Insolvency Act 1986accounting for equity securities under Topic 321, the accounting for equity method investments in Topic 323, and as approved by the boardsaccounting for certain forward contracts and purchased options in Topic 815. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently assessing the impact the adoption of directors of the Company’s U.K. subsidiaries, Curo Transatlantic Limited and SRC Transatlantic Limited (collectively, “the U.K. Subsidiaries”), insolvency practitioners from KPMG were appointed as administrators (“Administrators”) for the U.K. Subsidiaries. The effect of the U.K. Subsidiaries’ entry into administration was to place their management, affairs, business and property under the direct control of the Administrators. Accordingly, the Company deconsolidated the U.K. Subsidiaries as of February 25, 2019 and presented the U.K. Subsidiaries as Discontinued Operations for all periods presented in this Form 10-Q.ASU 2020-01 will have on its Consolidated Financial Statements.


CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Open-End Loss Recognition

Effective January 1, 2019, the Company modified the timeframe for which it charges-off Open-End loans and made related refinements to its loss provisioning methodology. Prior to January 1, 2019, the Company deemed Open-End loans uncollectible and charged-off when a customer missed a scheduled payment, at which point the loan was considered past-due. Because of the continuing shift to Open-End loans in Canada and analysis of payment patterns on early-stage versus late-stage delinquencies, the Company revised its estimates and now consider Open-End loans uncollectible when the loan has been contractually past-due for 90 consecutive days. Consequently, past-due Open-End loans and related accrued interest now remain in loans receivable for 90 days before being charged-off against the allowance for loan losses. All recoveries on charged-off loans are credited to the allowance for loan losses when received. The Company evaluates the adequacy of the allowance for loan losses compared to the related gross loans receivable balances that include accrued interest.

The aforementioned change was treated as a change in accounting estimate and applied prospectively effective January 1, 2019.

The change affects comparability to prior periods as follows:

Gross combined loans receivable: balances as of March 31, 2019 include $32.4 million of Open-End loans that are up to 90 days past-due with related accrued interest, while such balances for prior periods do not include any past-due loans.

Revenues: for the quarter ended March 31, 2019, revenues include accrued interest on past-due loan balances of $8.9 million, while revenues in prior periods do not include comparable amounts.

Provision for Losses: effective January 1, 2019, past-due, unpaid balances plus related accrued interest charge off on day 91. Provision expense is affected by total charge-offs less total recoveries ("NCOs") plus changes to the required allowance for loan losses. Because NCOs now include unpaid principal and up to 90 days of related accrued interest, as compared to prior periods, NCO amounts and rates are higher and the required Open-End Allowance for loan losses as a percentage of Open-End gross loans receivable is higher. The Open-End Allowance for loan losses as a percentage of Open-End gross loans receivable rose from 9.6% as of December 31, 2018, to 19.5% as of March 31, 2019.

Correction of an Immaterial Error in Previously-Issued Financial Statements

During the year ended December 31, 2018, the Company corrected immaterial errors to its prior presentation of cash flows for loan originations and collections on principal. The Company determined that the historical presentation was in error by not conforming to US GAAP because it included outflows for loan originations and receipts on collections in Cash provided by operating activities rather than in Cash used in investing activities. Accordingly the Company corrected previously-filed financial statements by reclassifying cash outflows for loan originations and receipts on collections of principal of $56.4 million from net Cash provided by operating activities to net Cash used in investing activities for the three months ended March 31, 2018. Total cash flows for each period presented did not change. The Company concluded that the errors were immaterial to the unaudited Condensed Consolidated Financial Statements included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2018. The Company has revised its Condensed Consolidated Financial Statements for the three months ended March 31, 2018 presented in this Form 10-Q. A summary of the correction follows:

(dollars in thousands) Three Months Ended March 31, 2018
As Reported:(1)
  
Net cash provided by continuing operating activities $66,390
Net cash used in continuing investing activities (2,500)
   
As Corrected:  
Net cash provided by continuing operating activities 122,743
Net cash used in continuing investing activities (58,853)
(1) "As reported" balances include amounts from continuing operations historically presented within these captions.


CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Recently Adopted Accounting Pronouncements

ASU 2016-022020-04

In February 2016, the Financial Accounting Standards Board ("FASB") established Topic 842, Leases, by issuing ASU No. 2016-02, which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. The Company adopted ASU 2016-02 as of January 1, 2019, using the modified retrospective approach, which provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a full retrospective approach.
Adoption of the new standard resulted in the recording of right of use assets ("ROU assets") and additional operating lease liabilities ("lease liabilities") of $135.4 million and $143.4 million, respectively, as of March 31, 2019. Prepaid rent of $2.7 million and deferred liability of $10.9 million were included in ROU assets and lease liabilities, respectively. The standard did not materially impact the Company's consolidated net earnings. See Note 14 - "Leases" for additional information and disclosures required by Topic 842.

ASU 2018-12

In February 2018,2020, the FASB issued ASU 2018-02, 2020-04, “Income StatementReference Rate Reform - Reporting Comprehensive Income (Topic 220): ReclassificationFacilitation of Certain Taxthe Effects of Reference Rate Reform on Financial Reporting.” This ASU provides temporary optional expedients and exceptions to US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from Accumulated Other Comprehensive income ("ASU 2018-02"), which permitsLIBOR and other interbank offered rates to alternative reference rates, such as the reclassificationSecured Overnight Financing Rate. Entities can elect not to retained earnings of disproportionate tax effects in accumulated other comprehensive income (loss) causedapply certain modification accounting requirements to contracts affected by this reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the Tax Cutscontracts at the modification date or reassess a previous accounting determination. Entities can also elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. The guidance is effective upon issuance and Jobs Act of 2017 ("2017 Tax Act").generally can be applied through December 31, 2022. The Company adoptedis currently assessing the impact the adoption of ASU 2018-02 as of January 1, 2019, which did not2020-04 will have a material impact on the Condensedits Consolidated Financial Statements.

SEC Disclosure UpdateASU 2019-12

In December 2019, the third quarterFASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” (Topic 740). The ASU intends to simplify various aspects related to accounting for income taxes and removes certain exceptions to the general principles in the standard. Additionally, the ASU clarifies and amends existing guidance to improve consistent application of 2018,its requirements. The amendments of the U.S. SecuritiesASU are effective for fiscal years beginning after December 15, 2020, and Exchange Commission ("SEC") adopted final rules under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that had become redundant, duplicative, overlapping, outdated or superseded. Other than the amendment's expanded disclosure requirement for interim financial statements to disclose both current and comparative quarter and year-to-date reconciliationsperiods within those fiscal years. Early adoption is permitted. The adoption of changes in stockholders' equity, it didASU 2019-12 is not have a material impact on the Company's Condensed Consolidated Financial Statements or Notes thereto for the three months ended March 31, 2019, nor is it expected to have a material impact on the Company's annual disclosures or financial statements.Consolidated Financial Statements.

NOTE 2 - VARIABLE INTEREST ENTITIES

In August 2018, the Company closed on the Non-Recourse Canada SPV facility, whereby certain loan receivables were sold to the wholly-owned bankruptcy-remote special purposes subsidiaries ("VIEs")VIE to collateralize debt incurred under the facility. See Note 5, "Debt" for additional details on the Non-Recourse Canada SPV facility.

As theThe Company has determined that it is the primary beneficiary of the VIEs,VIE and is required to consolidate the entity. The Company includes the assets and liabilities related to the VIEsVIE in itsthe unaudited Condensed Consolidated Financial Statements.Balance Sheets. As required, the CompanyCURO parenthetically discloses on the unaudited Condensed Consolidated Balance Sheets the VIEs’VIE's assets that can only be used to settle the VIEs'VIE's obligations and liabilities if the VIEs’VIE's creditors have no recourse against the Company's general credit.

The carrying amounts of consolidated VIEs'VIE's assets and liabilities associated with the VIE subsidiariessubsidiary were as follows:follows (in thousands):
(in thousands)March 31, 2019 December 31, 2018
 March 31, 2020 December 31, 2019
Assets       
Restricted cash$15,460
 $12,840
 $22,317
 $17,427
Gross loans receivable less allowance for loan losses157,867
 136,187
Loans receivable less allowance for loan losses 203,837
 220,067
Total Assets$173,327
 $149,027
 $226,154
 $237,494
Liabilities       
Accounts payable and accrued liabilities$9,717
 $4,980
 $13,267
 $13,462
Deferred revenue44
 40
 39
 46
Accrued interest848
 831
 627
 871
Long-term debt88,915
 107,479
Intercompany payable 80,240
 69,639
Debt 84,874
 112,221
Total Liabilities$99,524
 $113,330
 $179,047
 $196,239

On April 8, 2020, the Company entered into the Non-Recourse U.S. SPV Facility to provide financing for U.S. Unsecured Installment and Open-End receivables, including those generated under its technology, marketing and servicing relationship with Stride Bank. Refer to Note 19, "Subsequent Events"
for additional details.

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

NOTE 3 – LOANS RECEIVABLE AND REVENUE

The following table summarizes revenue by product for the periods indicated:
 Three Months Ended March 31,
(in thousands)20192018
Unsecured Installment$135,778
$125,379
Secured Installment27,477
26,856
Open-End52,869
27,223
Single-Pay46,761
60,357
Ancillary15,054
11,028
   Total revenue$277,939
$250,843

The following tables summarize Loans receivable by product and the related delinquentCOVID-19 pandemic has impacted customers, which has resulted in past-due gross loans receivable atand gross combined loans receivables guaranteed by the Company, as a percentage of total gross combined loans receivable, to increase as of March 31, 2019:
  March 31, 2019
(in thousands) Single-PayUnsecured InstallmentSecured InstallmentOpen-EndTotal
Current loans receivable $69,753
$120,915
$67,375
$208,346
$466,389
Delinquent loans receivable 
40,801
13,581
32,444
86,826
   Total loans receivable 69,753
161,716
80,956
240,790
553,215
   Less: allowance for losses (3,897)(33,666)(9,796)(46,963)(94,322)
Loans receivable, net $65,856
$128,050
$71,160
$193,827
$458,893

  March 31, 2019
(in thousands) Unsecured InstallmentSecured InstallmentOpen-EndTotal
Delinquent loans receivable     
0-30 days past due $13,455
$6,001
$12,423
$31,879
31-60 days past due 11,757
3,555
9,432
24,744
61-90 days past due 15,589
4,025
10,589
30,203
Total delinquent loans receivable $40,801
$13,581
$32,444
$86,826

The following tables summarize Loans receivable by product and the related delinquent loans receivable at2020 compared to December 31, 2018:
  December 31, 2018
(in thousands) Single-PayUnsecured InstallmentSecured InstallmentOpen-EndTotal
Current loans receivable $80,823
$141,316
$75,583
$207,333
$505,055
Delinquent loans receivable 
49,087
17,389

66,476
   Total loans receivable 80,823
190,403
92,972
207,333
571,531
   Less: allowance for losses (4,189)(37,716)(12,191)(19,901)(73,997)
Loans receivable, net $76,634
$152,687
$80,781
$187,432
$497,534

2019. Additionally, it has created uncertainty regarding the performance of net-charge offs

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

over the loss-development period. The Company has maintained its historical allowance approach, but has adjusted future loss estimates for an increase in past-due gross loans receivable due to adverse market conditions at March 31, 2020 caused by COVID-19. The estimates and assumptions used to determine an appropriate allowance for loan losses and liability for losses on CSO lender-owned consumer loans are those that are available through the filing of this Form 10-Q and which are indicative of conditions occurring as of March 31, 2020. As a result of future loss estimates due to uncertainty caused by COVID-19, and the related impact to past due loans receivable as of March 31, 2020, CURO has determined an additional $12.0 million allowance for loan loss was required.

The following table summarizes revenue by product (in thousands):
  Three Months Ended March 31,
  2020 2019
Unsecured Installment $122,409
 $135,778
Secured Installment 26,286
 27,477
Open-End 70,982
 52,869
Single-Pay 45,157
 46,761
Ancillary 15,972
 15,054
   Total revenue(1)
 $280,806
 $277,939
(1) Includes revenue from CSO programs of $68.1 million and $71.7 million for the three months ended March 31, 2020 and 2019, respectively.

The following tables summarize loans receivable by product and the related delinquent loans receivable (in thousands):
  March 31, 2020
  
Single-Pay(1)
Unsecured InstallmentSecured InstallmentOpen-EndTotal
Current loans receivable $54,728
$88,152
$57,284
$264,019
$464,183
Delinquent loans receivable 
34,966
15,301
49,987
100,254
   Total loans receivable 54,728
123,118
72,585
314,006
564,437
   Less: allowance for losses (4,693)(28,965)(9,726)(56,458)(99,842)
Loans receivable, net $50,035
$94,153
$62,859
$257,548
$464,595
(1) Of the $54.7 million of Single-Pay receivables, $16.4 million relate to mandated extended payment options for certain Canada Single-Pay loans.

 December 31, 2018 March 31, 2020
(in thousands) Unsecured InstallmentSecured InstallmentTotal
 Unsecured InstallmentSecured InstallmentOpen-EndTotal
Delinquent loans receivable  

   
0-30 days past due $17,850
$7,870
$25,720
 $12,511
$7,168
$21,381
$41,060
31-60 days past due 14,705
4,725
19,430
 9,566
3,991
12,390
25,947
61-90 days past due 16,532
4,794
21,326
61 + days past due 12,889
4,142
16,216
33,247
Total delinquent loans receivable $49,087
$17,389
$66,476
 $34,966
$15,301
$49,987
$100,254

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)



  December 31, 2019
  
Single-Pay(1)
Unsecured InstallmentSecured InstallmentOpen-EndTotal
Current loans receivable $81,447
$117,682
$70,565
$285,452
$555,146
Delinquent loans receivable 
43,100
17,510
50,072
110,682
   Total loans receivable 81,447
160,782
88,075
335,524
665,828
   Less: allowance for losses (5,869)(35,587)(10,305)(55,074)(106,835)
Loans receivable, net $75,578
$125,195
$77,770
$280,450
$558,993
(1) Of the $81.4 million of Single-Pay receivables, $22.4 million relate to mandated extended payment options for certain Canada Single-Pay loans.

  December 31, 2019
  Unsecured InstallmentSecured InstallmentOpen-EndTotal
Delinquent loans receivable    

0-30 days past due $15,369
$8,039
$21,823
$45,231
31-60 days past due 12,403
4,885
13,191
30,479
61 + days past due 15,328
4,586
15,058
34,972
Total delinquent loans receivable $43,100
$17,510
$50,072
$110,682

The following tables summarize loans guaranteed by the Company under CSO programs and the related delinquent receivables at March 31, 2019:(in thousands):
 March 31, 2019 March 31, 2020
(in thousands) Unsecured InstallmentSecured InstallmentTotal
 Unsecured InstallmentSecured InstallmentTotal
Current loans receivable guaranteed by the Company $51,773
$1,847
$53,620
 $44,865
$1,509
$46,374
Delinquent loans receivable guaranteed by the Company 7,967
284
8,251
 9,232
311
9,543
Total loans receivable guaranteed by the Company 59,740
2,131
61,871
 54,097
1,820
55,917
Less: Liability for losses on CSO lender-owned consumer loans (8,584)(78)(8,662) (9,142)(47)(9,189)
Loans receivable guaranteed by the Company, net $51,156
$2,053
$53,209
 $44,955
$1,773
$46,728

  March 31, 2019
(in thousands) Unsecured InstallmentSecured InstallmentTotal
Delinquent loans receivable   

0-30 days past due $6,388
$228
$6,616
31-60 days past due 926
33
959
61-90 days past due 653
23
676
Total delinquent loans receivable $7,967
$284
$8,251

The following tables summarize loans guaranteed by the Company under CSO programs and the related delinquent receivables at December 31, 2018:
  December 31, 2018
(in thousands) Unsecured InstallmentSecured InstallmentTotal
Current loans receivable guaranteed by the Company $65,743
$2,504
$68,247
Delinquent loans receivable guaranteed by the Company 11,708
446
12,154
Total loans receivable guaranteed by the Company 77,451
2,950
80,401
Less: Liability for losses on CSO lender-owned consumer loans (11,582)(425)(12,007)
Loans receivable guaranteed by the Company, net $65,869
$2,525
$68,394

  March 31, 2020
  Unsecured InstallmentSecured InstallmentTotal
Delinquent loans receivable   

0-30 days past due $7,589
$255
$7,844
31-60 days past due 939
32
971
61+ days past due 704
24
728
Total delinquent loans receivable $9,232
$311
$9,543

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


  December 31, 2018
(in thousands) Unsecured InstallmentSecured InstallmentTotal
Delinquent loans receivable    
0-30 days past due $9,684
$369
$10,053
31-60 days past due 1,255
48
1,303
61-90 days past due 769
29
798
Total delinquent loans receivable $11,708
$446
$12,154
  December 31, 2019
  Unsecured InstallmentSecured InstallmentTotal
Current loans receivable guaranteed by the Company $61,840
$1,944
$63,784
Delinquent loans receivable guaranteed by the Company 12,477
392
12,869
Total loans receivable guaranteed by the Company 74,317
2,336
76,653
Less: Liability for losses on CSO lender-owned consumer loans (10,553)(70)(10,623)
Loans receivable guaranteed by the Company, net $63,764
$2,266
$66,030

  December 31, 2019
  Unsecured InstallmentSecured InstallmentTotal
Delinquent loans receivable    
0-30 days past due $10,392
$326
$10,718
31-60 days past due 1,256
40
1,296
61 + days past due 829
26
855
Total delinquent loans receivable $12,477
$392
$12,869

The following table summarizes activity in the allowance for loan losses during the three months ended March 31, 2019:(in thousands):
Three Months Ended March 31, 2019Three Months Ended March 31, 2020
(in thousands)Single-PayUnsecured InstallmentSecured InstallmentOpen-EndOtherTotal
Single-PayUnsecured InstallmentSecured InstallmentOpen-EndOtherTotal
Balance, beginning of period$4,189
$37,716
$12,191
$19,901
$
$73,997
$5,869
$35,587
$10,305
$55,074
$
$106,835
Charge-offs(36,521)(44,237)(12,671)(3,638)(1,351)(98,418)(40,521)(38,558)(13,110)(43,509)(1,279)(136,977)
Recoveries27,911
6,318
3,123
5,159
898
43,409
30,004
5,783
2,909
6,411
575
45,682
Net charge-offs(8,610)(37,919)(9,548)1,521
(453)(55,009)(10,517)(32,775)(10,201)(37,098)(704)(91,295)
Provision for losses8,268
33,845
7,153
25,317
453
75,036
9,639
26,182
9,622
40,991
704
87,138
Effect of foreign currency translation50
24

224

298
(298)(29)
(2,509)
(2,836)
Balance, end of period$3,897
$33,666
$9,796
$46,963
$
$94,322
$4,693
$28,965
$9,726
$56,458
$
$99,842
Allowance for loan losses as a percentage of gross loan receivables5.6%20.8%12.1%19.5%N/A
17.0%8.6%23.5%13.4%18.0%N/A
17.7%

The following table summarizes activity in the liability for losses on CSO lender-owned consumer loans during the three months ended March 31, 2019:(in thousands):
Three Months Ended
March 31, 2019
Three Months Ended March 31, 2020
(in thousands)Unsecured InstallmentSecured InstallmentTotal
Unsecured InstallmentSecured InstallmentTotal
Balance, beginning of period$11,582
$425
$12,007
$10,553
$70
$10,623
Charge-offs(40,980)(1,076)(42,056)(41,511)(862)(42,373)
Recoveries10,560
802
11,362
13,762
779
14,541
Net charge-offs(30,420)(274)(30,694)(27,749)(83)(27,832)
Provision for losses27,422
(73)27,349
26,338
60
26,398
Balance, end of period$8,584
$78
$8,662
$9,142
$47
$9,189


CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


The following table summarizes activity in the allowance for loan losses and the liability for losses on CSO lender-owned consumer loans in total during the three months ended March 31, 2019:(in thousands):
 Three Months Ended March 31, 2019
(in thousands)Single-PayUnsecured InstallmentSecured InstallmentOpen-EndOtherTotal
Balance, beginning of period$4,189
$49,298
$12,616
$19,901
$
$86,004
Charge-offs(36,521)(85,217)(13,747)(3,638)(1,351)(140,474)
Recoveries27,911
16,878
3,925
5,159
898
54,771
Net charge-offs(8,610)(68,339)(9,822)1,521
(453)(85,703)
Provision for losses8,268
61,267
7,080
25,317
453
102,385
Effect of foreign currency translation50
24

224

298
Balance, end of period$3,897
$42,250
$9,874
$46,963
$
$102,984

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

 Three Months Ended March 31, 2020
 Single-PayUnsecured InstallmentSecured InstallmentOpen-EndOtherTotal
Balance, beginning of period$5,869
$46,140
$10,375
$55,074
$
$117,458
Charge-offs(40,521)(80,069)(13,972)(43,509)(1,279)(179,350)
Recoveries30,004
19,545
3,688
6,411
575
60,223
Net charge-offs(10,517)(60,524)(10,284)(37,098)(704)(119,127)
Provision for losses9,639
52,520
9,682
40,991
704
113,536
Effect of foreign currency translation(298)(29)
(2,509)
(2,836)
Balance, end of period$4,693
$38,107
$9,773
$56,458
$
$109,031

The following table summarizes activity in the allowance for loan losses during the three months ended March 31, 2018:(in thousands):
Three Months Ended March 31, 2018Three Months Ended March 31, 2019
(in thousands)Single-PayUnsecured InstallmentSecured InstallmentOpen-EndOtherTotal
Single-PayUnsecured InstallmentSecured InstallmentOpen-EndOtherTotal
Balance, beginning of period$5,204
$38,977
$13,472
$6,426
$
$64,079
$4,189
$37,716
$12,191
$19,901
$
$73,997
Charge-offs(44,336)(35,219)(11,485)(20,349)(667)(112,056)(36,521)(44,237)(12,671)(3,638)(1,351)(98,418)
Recoveries32,818
5,218
2,866
9,377
39
50,318
27,911
6,318
3,123
5,159
898
43,409
Net charge-offs(11,518)(30,001)(8,619)(10,972)(628)(61,738)(8,610)(37,919)(9,548)1,521
(453)(55,009)
Provision for losses9,892
24,739
6,786
11,428
628
53,473
8,268
33,845
7,153
25,317
453
75,036
Effect of foreign currency translation(64)(77)
(36)
(177)50
24

224

298
Balance, end of period$3,514
$33,638
$11,639
$6,846
$
$55,637
$3,897
$33,666
$9,796
$46,963
$
$94,322
Allowance for loan losses as a percentage of gross loan receivables5.7%25.8%16.6%15.2%N/A
18.1%5.6%20.8%12.1%19.5%N/A
17.0%

The following table summarizes activity in the liability for losses on CSO lender-owned consumer loans during the three months ended March 31, 2018:(in thousands):
Three Months Ended March 31, 2018Three Months Ended March 31, 2019
(in thousands)Unsecured InstallmentSecured InstallmentTotal
Unsecured InstallmentSecured InstallmentTotal
Balance, beginning of period$17,073
$722
$17,795
$11,582
$425
$12,007
Charge-offs(41,719)(1,219)(42,938)(40,980)(1,076)(42,056)
Recoveries10,976
1,169
12,145
10,560
802
11,362
Net charge-offs(30,743)(50)(30,793)(30,420)(274)(30,694)
Provision for losses23,556
(146)23,410
27,422
(73)27,349
Balance, end of period$9,886
$526
$10,412
$8,584
$78
$8,662


CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


The following table summarizes activity in the allowance for loan losses and the liability for losses on CSO lender-owned consumer loans, a non-GAAP metric, in total during the three months ended March 31, 2018:(in thousands):
Three Months Ended March 31, 2018Three Months Ended March 31, 2019
(in thousands)Single-PayUnsecured InstallmentSecured InstallmentOpen-EndOtherTotal
Single-PayUnsecured InstallmentSecured InstallmentOpen-EndOtherTotal
Balance, beginning of period$5,204
$56,050
$14,194
$6,426
$
$81,874
$4,189
$49,298
$12,616
$19,901
$
$86,004
Charge-offs(44,336)(76,938)(12,704)(20,349)(667)(154,994)(36,521)(85,217)(13,747)(3,638)(1,351)(140,474)
Recoveries32,818
16,194
4,035
9,377
39
62,463
27,911
16,878
3,925
5,159
898
54,771
Net charge-offs(11,518)(60,744)(8,669)(10,972)(628)(92,531)(8,610)(68,339)(9,822)1,521
(453)(85,703)
Provision for losses9,892
48,295
6,640
11,428
628
76,883
8,268
61,267
7,080
25,317
453
102,385
Effect of foreign currency translation(64)(77)
(36)
(177)50
24

224

298
Balance, end of period$3,514
$43,524
$12,165
$6,846
$
$66,049
$3,897
$42,250
$9,874
$46,963
$
$102,984

NOTE 4 – CREDIT SERVICES ORGANIZATION
The CSO fee receivable amountsreceivables under CSO programs were $11.0$6.8 million and $14.3$14.7 million at March 31, 20192020 and December 31, 2018, respectively.2019, respectively, and are reflected in "Prepaid expenses and other" in the unaudited Condensed Consolidated Balance Sheets. The Company bears the risk of loss through its guarantee to purchase specific customer loans that are in default fromwith the lenders. The terms of these loans range fromup to six to 18 months. See the 20182019 Form 10-K for further details of the Company's accounting policy.

As of March 31, 20192020 and December 31, 2018,2019, the incremental maximum amount payable under all such guarantees was $51.6$45.7 million and $66.9$62.7 million, respectively. If the Company is required to pay any portion of the total amount of the loans it has guaranteed, it will attempt to recover some or the entire amount from the applicable customers. The Company holds no collateral in respect of the guarantees. The Company estimates a liability for losses associated with the guaranty provided

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

to the CSO lenders using assumptions and methodologies similar to the Allowance for loan losses, which it recognizes for its consumer loans. Liability for incurred losses on CSO loans Guaranteed by the Company was $8.7$9.2 million and $12.0$10.6 million at March 31, 20192020 and December 31, 2018,2019, respectively.

The Company placed $13.5$5.7 million and $17.2$6.2 million in collateral accounts for the benefit of lenders at March 31, 20192020 and December 31, 2018,2019, respectively, which is reflected in "Prepaid expenses and other" in the unaudited Condensed Consolidated Balance Sheets. The balances required to be maintained in these collateral accounts vary by lender, typically based on a percentage of the outstanding loan balances held by the lender. The percentage of outstanding loan balances required for collateral is negotiated between the Company and each such lender.

Deferred revenue associated with the CSO program was immaterial as of March 31, 2020 and December 31, 2019 and there were no costs to obtain, or costs to fulfill, capitalized under the program. See Note 3, "Loans Receivable and Revenue" for additional information related to loan balances and the revenue recognized under the program.

NOTE 5 – LONG-TERM DEBT
Long-term debtDebt consisted of the following:following (in thousands):
(in thousands) March 31, 2019 December 31, 2018
 March 31, 2020 December 31, 2019
8.25% Senior Secured Notes (due 2025) $677,153
 $676,661
 $678,727
 $678,323
Non-Recourse Canada SPV Facility 88,915
 107,479
 84,724
 112,221
Senior Revolver 
 20,000
 25,000
 
Long-term debt $766,068
 $804,140
Debt $788,451
 $790,544

8.25% Senior Secured Notes

In August 2018, the Company issued $690.0 million of 8.25% Senior Secured Notes which mature on September 1, 2025 ("8.25% Senior Secured Notes").2025. Interest on the notes is payable semiannually, in arrears, on March 1 and September 1. In connection with the 8.25% Senior Secured Notes, the balance of capitalized financing costs of approximately $12.8$11.3 million, net of amortization, is included in the unaudited Condensed Consolidated Balance Sheets as a component of "Long-term debt."Debt." These costs are amortized over the term of the 8.25% Senior Secured Notes as a component of interest expense.

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)



The Company used the proceeds of this issuance were used (i) to redeem the outstanding 12.00% Senior Secured Notes of CFTC, (ii) to repay a portion of the outstanding indebtedness under the five-year revolving credit facility of CURO Receivables Finance I, LLC, a wholly-owned subsidiary, ("CURO Receivables"), which consisted of a term loan and revolving borrowing capacity, (iii) for general corporate purposes and (iv) to pay fees, expenses, premiums and accrued interest in connection therewith.

As of March 31, 2019 and December 31, 2018, the Company was in full compliance with the covenants and other provisions of the 8.25% Senior Secured Notes.

12.00% Senior Secured Notes

In February and November 2017, CFTC issued $470.0 million and $135.0 million, respectively, of 12.00% Senior Secured Notes due March 1, 2022. In connection with these 12.00% Senior Secured Notes, the Company capitalized financing costs, of approximately $18.3 million. These costs were being amortized over the term of the 12.00% Senior Secured Notes as a component of interest expense.

On March 7, 2018, CFTC redeemed $77.5 million of its 12.00% Senior Secured Notes using a portion of the proceeds from the Company's initial public offering as required by the underlying indenture (the transaction whereby the 12.00% Senior Secured Notes were partially redeemed, the “Redemption”), at a price equal to 112.00% of the principal amount of the 12.00% Senior Secured Notes redeemed, plus accrued and unpaid interest paid thereon, to the date of Redemption. The Redemption price and the amortization of a corresponding portion of the capitalized financing costs resulted in a loss on Redemption of $11.7 million for the three months ended March 31, 2018. Following the Redemption, $527.5 million of the original outstanding principal amount of the 12.00% Senior Secured Notes remained outstanding. The Redemption was conducted pursuant to the Indenture governing the 12.00% Senior Secured Notes (the “Indenture”), dated as of February 15, 2017, by and among CFTC, the guarantors party thereto and TMI Trust Company, as trustee and collateral agent.

The remainder of the 12.00% Senior Secured Notes were extinguished effective September 7, 2018 using proceeds from the 8.25% Senior Secured Notes as described above. The extinguishment of the 12.00% Senior Secured Notes resulted in a pretax loss of $69.2 million during the year ended December 31, 2018.


CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Non-Recourse Canada SPV Facility

On August 2, 2018, CURO Canada Receivables Limited Partnership, a newly created, bankruptcy-remote special purpose vehicle (the "Canada SPV Borrower") and a wholly-owned subsidiary, entered into a four-year revolving credit facility with Waterfall Asset Management, LLC that providesprovided for C$175.0 million of initial borrowing capacity and the ability to expand such capacity up to C$250.0 million ("Non-Recourse Canada SPV Facility"). The loans bear interest at an annual rate of 6.75% plus the three-month CDOR. The Canada SPV Borrower also pays a 0.50% per annum commitment fee on the unused portion of the commitments. In April 2019, the facility's maturity date was extended one year, and now matures into September 2, 2023.

As of March 31, 2019, the Canada SPV Borrower was in full compliance with the covenants and other provisions of the Non-Recourse Canada SPV Facility.

As of March 31, 2019,2020, outstanding borrowings under the Non-Recourse Canada SPV Facility were $88.9$84.7 million, net of deferred financing costs of $2.6 million. For further information on the Non-Recourse Canada SPV, refer to Note 2, "Variable Interest Entities."

Non-Recourse U.S. SPV Facility

In November 2016, CURO Receivables and a wholly-owned subsidiary, entered into a five-year revolving credit facility with Victory Park Management, LLC and certain other lenders that provides for an $80.0 million term loan and $70.0 million revolving borrowing capacity that can expand over time (collectively, “Non-Recourse U.S. SPV Facility”). Borrowings under this facility bear interest at an annual rate of up to 12.00% plus the greater of (i) 1.0% per annum and (ii) the three-month LIBOR. The SPV Borrower also pays a 0.50% per annum commitment fee on the unused portion of the commitments. In connection with this facility, the balance of capitalized financing costs of approximately $5.3 million, net of amortization, was included in the Condensed Consolidated Balance Sheet as a component of "Long-term debt" and was being amortized over the term of the Non-Recourse U.S. SPV Facility.

On September 30, 2018, a portion of the proceeds from the 8.25% Senior Secured Notes were used to extinguish the revolver's balance of $42.4 million. In October 2018, the Company extinguished the remaining term loan balance of $80.0 million and made the final termination payment of $2.7 million, resulting in a loss on the extinguishment of debt of $9.7 million for the year ended December 31, 2018.

Senior Revolver

On September 1, 2017, the Company entered into a $25.0 million Senior Secured Revolving Loan Facility (the “Senior Revolver”). The terms of the Senior Revolver generally conform to the related provisions in the Indenture dated February 15, 2017 for the 12.00% Senior Secured Notes and complements the Company's other financing sources, while providing seasonal short-term liquidity.with $25.0 million of capacity. In February 2018, the Senior Revolver capacity was increased to $29.0 million as permitted by the Indenture to the 12.00% Senior Secured Notes based upon consolidated tangible assets. Additionally, in November 2018, the Senior Revolver capacity was increased to $50.0 million as permitted by the Indenture to the 8.25% Senior Secured Notes. The Senior Revolver is now syndicated with participation by four banks.

Under the Senior Revolver, there is $50.0 million maximum availability, including up to $5.0 million of standby letters of credit, for a one-year term, renewable for successive terms following annual review. The current term has been extended to June 30, 2021. The Senior Revolver accrues interest at the one-month LIBOR plus 5.00% (subject to a 5% overall rate minimum) and is repayable on demand..

The terms of the Senior Revolver also require that its outstanding balance be zero for at least 30 consecutive days in each calendar year. The Senior Revolver is guaranteed by all subsidiaries that guarantee the 8.25% Senior Secured Notes and is secured by a lien on substantially all assets of CURO and the guarantor subsidiaries that is senior to the lien securing the 8.25% Senior Secured Notes. Additionally, the negative covenants of the Senior Revolver generally conform to the related provisions in the Indenture for the 8.25% Senior Secured Notes. The revolver was undrawnhad an outstanding balance of $25.0 million at March 31, 2019.2020.

The Senior Revolver contains various conditions to borrowing and affirmative, negative and financial maintenance covenants. Certain of the more significant covenants are (i) minimum eligible collateral value, (ii) consolidated interest coverage ratio and (iii) consolidated leverage ratio. The Senior Revolver also contains various events of default, the occurrence of which could result in termination of the lenders’ commitments to lend and the acceleration of all obligations under the Senior Revolver. As of March 31, 2019, the Company was in full compliance with the covenants and other provisions of the Senior Revolver.

Cash Money Revolving Credit Facility

Cash Money Cheque Cashing, Inc., a Canadian subsidiary ("Cash Money"), maintains a C$10.0 million revolving credit facility with Royal Bank of Canada (the "Cash Money Revolving Credit Facility"), which provides short-term liquidity required to meet the working capital needs of the Company's Canadian operations. Aggregate draws under the revolving credit facility are limited to the lesser of: (i) the borrowing base, which is defined as a percentage of cash, deposits in transit and accounts receivable, and

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

(ii) C$10.0 million. As of March 31, 2019,2020, the borrowing capacity under the Cash Money Revolving Credit Facility, which was reduced by C$0.39.9 million, net of C$0.1 million in outstanding stand-by-letters of credit.

The Cash Money Revolving Credit Facility is collateralized by substantially all of Cash Money’s assets and contains various covenants that include,require, among other things, that the aggregate borrowings outstanding under the facility not exceed the borrowing base, as well as restrictions on the encumbrance of assets and the creation of indebtedness. Borrowings under the Cash Money Revolving Credit Facility bear interest (per annum)per annum at the prime rate of a Canadian chartered bank plus 1.95%.

The Cash Money Revolving Credit Facility was undrawn at March 31, 20192020 and December 31, 2018.2019.

Subordinated Stockholder DebtNon-Recourse U.S. SPV Facility

As part of the acquisition of Cash Money in 2011, the Company was provided indemnificationRefer to Note 19, "Subsequent Events" for certain claims through issuance of an escrow note to the seller. This note bears interest at 10.0% per annum, and quarterly interest payments are due until the note matures in May 2019. The balance of this note at March 31, 2019 and December 31, 2018 was $2.2 million.additional information regarding a new Asset-Backed Revolving Credit Facility entered into on April 8, 2020.

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)



NOTE 6 – SHARE-BASED COMPENSATION

The Company's stockholder-approved 2017 Incentive Plan provides for the issuance of up to 5.0 million shares, subject to certain adjustment provisions, which may be issued in the form of stock options, restricted stock awards, restricted stock units (“RSUs”),RSUs, stock appreciation rights, performance awards and other awards that may be settled in or based uponon common stock. Awards may be granted to officers, employees, consultants and directors. The 2017 Incentive Plan provides that shares of common stock subject to awards granted become available for re-issuance if such awards expire, terminate, are canceled for any reason or are forfeited by the recipient.

In March 2019, the Company awarded performance-basedRestricted Stock Units
Grants of time-based RSUs that will vest if certain performance conditions are met by the Company. These RSUs were designed to drive the performance of the management team toward achievement of key corporate objectives and will only vest if the performance targets are met by March 14, 2022. Expense recognition for the performance awards, which was immaterial to the first quarter of 2019, commences if and when it is determined that attainment of the performance goal is probable.

RSUs that have time-based vesting are typically valued at the date of grant based on the valueclosing market price of the Company's common stock and are expensed using the straight-line method over the service period. These RSUs that require the achievementare subject to time-based vesting and typically vest over a three-year period.

Grants of a performance condition to vestmarket-based RSUs are typically valued using the Monte Carlo simulation pricing model. Grants ofThe market-based RSUs do not confer fullvest after three years if the Company's total stockholder rights such as voting rights and cash dividends, but providereturn over the three-year performance period meets a specified target relative to other companies in its selected peer group. Expense recognition for additional dividend equivalent RSUthe market-based awards in lieu of cash dividends. occurs over the service period using the straight-line method.

Unvested shares of RSUs may be forfeited upon termination of employment depending on the circumstances of the termination, or failure to achieve the required performance condition, if applicable.

A summary of the statusactivity of time-based and performance-basedmarket-based unvested RSUs as of March 31, 20192020 and changes during the three months ended March 31, 20192020 are presented in the following table:
Number of RSUs  Number of RSUs  
Time-BasedPerformance-Based 
Weighted Average
Grant Date Fair Value per Share
Time-BasedMarket-Based 
Weighted Average
Grant Date Fair Value per Share
December 31, 20181,060,350

 $14.29
December 31, 20191,061,753
394,861
 $11.47
Granted434,272
394,752
 9.93
571,773
368,539
 10.55
Vested(17,406)
 15.94
(197,859)
 11.39
Forfeited(68,778)
 14.05
(12,756)(2,613) 12.07
March 31, 20191,408,438
394,752
 $12.28
March 31, 20201,422,911
760,787
 $11.08

Share-based compensation expense duringfor the three months ended March 31, 20192020 and 2018,2019, which includes compensation costs from stock options and RSUs, was $2.1$3.2 million and $1.8$2.2 million, respectively, and is included in the unaudited Condensed Consolidated Statements of Operations as a component of "Corporate, district and other" expense.other expenses."

As of March 31, 2019,2020, there was $20.4$19.6 million of total unrecognized compensation cost related to stock options and RSUs, of which $17.1$13.8 million related to stock options and time-based RSUs and $3.3$5.6 million related to performance-basedmarket-based RSUs. Total unrecognized compensation costs will be recognized over a weighted-average period of 2.22.1 years.

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


NOTE 7 – INCOME TAXES

The Company's effective income tax rate from continuing operations was 25.9%5.1% and 31.5%25.9% for the three months ended March 31, 2020 and 2019, and 2018, respectively.

On December 22, 2017, the 2017 Tax Act became law, which reduced the statutory U.S. Federal corporate The decrease in effective income tax rate was primarily due to a tax benefit from 35%the CARES Act, which was enacted by the U.S. Federal government on March 27, 2020 in response to 21%, enacted a one-time “deemed repatriation” tax on unremitted earnings accumulatedthe COVID-19 pandemic. The CARES Act, among other things, allows NOLs incurred in non-U.S. jurisdictions2018, 2019 and imposed a new minimum tax on global intangible low-taxed income ("GILTI"). The Company provided an estimate2020 to be carried back to each of the deemed repatriation tax asfive preceding taxable years to generate a refund of December 31, 2017 and pursuant to further IRS guidance,previously-paid Federal income taxes. In the first quarter of 2020, the Company recorded an additional accrualincome tax benefit of $1.2$9.1 million duringrelated to the three months endedcarry-back NOL from tax years 2018 and 2019, which will offset income earned in years prior to tax reform and generate a refund of previously paid taxes at 35%. In addition, losses from the Company's equity method investment in Katapult are not tax deductible, thus increasing the March 31, 2018. The Company recorded an estimated GILTI2020 effective tax of $0.4 million and $0.6 million during the three months ended March 31, 2019 and 2018, respectively.rate.

The Company intends to reinvest Canada earnings indefinitely in its Canadian operations and therefore has not provided for any non-U.S. withholding tax that would be assessed on dividend distributions. If the earnings of $165.8$153.8 million were distributed to the U.S., the Company would be subject to Canadian withholding taxes of an estimated $8.3$7.7 million. In the event the earnings

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


were distributed to the U.S., the Company would adjust the income tax provision for the applicable period and would determine the amount of foreign tax credit that would be available.

NOTE 8 – FINANCIAL INSTRUMENTSFAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Company is required to use valuation techniques that are consistent with the market approach, income approach and/or cost approach. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability based on observable market data obtained from independent sources, or unobservable, meaning those that reflect the Company's own estimate about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. Accounting standards establish a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs.
The three levels of inputs used to measure fair value are listed below.

Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has access to at the measurement date.

Level 2 – Inputs include quoted market prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 – Unobservable inputs reflecting the Company's own judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. The Company develops these inputs based on the best information available, including its own data.

Financial Assets and Liabilities Carried at Fair Value

The table below presents the assets and liabilities that were carried at fair value on the unaudited Condensed Consolidated Balance Sheets at March 31, 2020 (in thousands):
  Estimated Fair Value
 Carrying Value March 31,
2020
Level 1Level 2Level 3Total
Financial assets:     
Cash Surrender Value of Life Insurance$5,696
$5,696
$
$
$5,696
Financial liabilities:     
Non-qualified deferred compensation plan$3,818
$3,818
$
$
$3,818

The table below presents the assets and liabilities that were carried at fair value on the unaudited Condensed Consolidated Balance Sheets at December 31, 2019 (in thousands):

  Estimated Fair Value
 Carrying Value December 31,
2019
Level 1Level 2Level 3Total
Financial assets:     
Cash Surrender Value of Life Insurance$6,171
$6,171
$
$
$6,171
Financial liabilities:     
Non-qualified deferred compensation plan$4,666
$4,666
$
$
$4,666

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


Financial Assets and Liabilities Not Carried at Fair Value

The table below presents the assets and liabilities that were not carried at fair value on the unaudited Condensed Consolidated Balance Sheets at March 31, 2019:2020 (in thousands):
 Estimated Fair Value Estimated Fair Value
(in thousands)Carrying Value March 31,
2019
Level 1Level 2Level 3March 31, 2019
Carrying Value March 31,
2020
Level 1Level 2Level 3Total
Financial assets:  
Cash$82,859
$82,859
$
$
$82,859
$138,714
$138,714
$
$
$138,714
Restricted cash34,319
34,319


34,319
41,527
41,527


41,527
Loans receivable, net458,893


458,893
458,893
464,595


464,595
464,595
Investment in Cognical6,558


6,558
6,558
Equity method investment8,450


8,450
8,450
Financial liabilities:  
Liability for losses on CSO lender-owned consumer loans$8,662
$
$
$8,662
$8,662
$9,189
$
$
$9,189
$9,189
8.25% Senior Secured Notes677,153


580,659
580,659
678,727

478,503

478,503
Non-Recourse Canada SPV facility88,915


92,718
92,718
84,724


87,365
87,365
Senior Revolver25,000


25,000
25,000

The table below presents the assets and liabilities that were not carried at fair value on the unaudited Condensed Consolidated Balance Sheets at December 31, 2018:2019 (in thousands):
 Estimated Fair Value Estimated Fair Value
(in thousands)Carrying Value December 31,
2018
Level 1Level 2Level 3December 31, 2018
Carrying Value December 31,
2019
Level 1Level 2Level 3Total
Financial assets:      
Cash$61,175
$61,175
$
$
$61,175
$75,242
$75,242
$
$
$75,242
Restricted cash25,439
25,439


25,439
34,779
34,779


34,779
Loans receivable, net497,534


497,534
497,534
558,993


558,993
558,993
Investment in Cognical6,558


6,558
6,558
Equity method investment10,068


10,068
10,068
Financial liabilities:  
Liability for losses on CSO lender-owned consumer loans$12,007
$
$
$12,007
$12,007
$10,623
$
$
$10,623
$10,623
8.25% Senior Secured notes676,661


531,179
531,179
8.25% Senior Secured Notes678,323

596,924

596,924
Non-Recourse Canada SPV facility107,479


111,335
111,335
112,221


115,243
115,243
Senior Revolver20,000


20,000
20,000

Loans receivable are carried on the unaudited Condensed Consolidated Balance Sheets net of the Allowance for estimated loan losses. The unobservable inputs used to calculate the carrying values include quantitative factors, such as current default trends. Also considered in evaluating the accuracy of the models are changes to the loan portfolio mix, the impact of new loan products, changes to underwriting criteria or lending policies, new store development or entrance into new markets, changes in jurisdictional regulations or laws, recent credit trends and general economic conditions. The carrying value of loans receivable approximates their fair value. Refer to Note 3, "Loans Receivable and Revenue" for additional information.

During 2019, Katapult completed an incremental equity round at a value per share less than the value per share raised in prior raises. This round included additional investments from existing shareholders and investments by new investors, and was considered indicative of the fair value of shares in Katapult. Accordingly, the Company recognized a $3.7 million loss on its investment to adjust it to market value. As of March 31, 2020, the Company owned approximately 42.5% of the outstanding shares of Katapult.

In connection with CSO programs, the Company guarantees consumer loan payment obligations to unrelated third-party lenders for loans that the Company arranges for consumers on the third-party lenders’ behalf. The Company is required to purchase from the lender defaulted loans that it has guaranteed. Refer to Note 3, "Loans Receivable and Revenue" for additional information.

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)



The fair value of the 8.25% Senior Secured Notes fair value disclosure was based on broker quotations. The fair values of the Non-Recourse Canada SPV facility and the Senior Revolver were based on the cash needed for their respective final settlements.

NOTE 9 – STOCKHOLDERS' EQUITY
In connection with the Company's initial public offering in December 2017, the underwriters had a 30-day option to purchase up to an additional 1.0 million shares of the Company's common stock at the initial public offering price, less the underwriting discount

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

for over-allotments, if any. The underwriters exercised this option and purchased 1.0 million shares on January 5, 2018. The exercise of this option provided additional proceeds of $13.1 million.

The following table summarizes the changes in stockholders' equity for the three months ended March 31, 20182020 and 2019:2019 (in thousands):
 Common Stock Paid-in capital Retained Earnings (Deficit) 
AOCI (1)
 Total Stockholders' Equity
(dollars in thousands)Shares Outstanding Par Value    
Balances at December 31, 201744,561,419
 $8
 $46,079
 $3,988
 $(42,939) $7,136
Net income from continuing operations
 
 
 24,913
 
 24,913
Net loss from discontinued operations
 
 
 (1,621) 
 (1,621)
   Foreign currency translation adjustment
 
 
 
 (2,910) (2,910)
   Cash flow hedge expiration
 
 
 
 54
 54
   Share based compensation expense
 
 1,842
 
 
 1,842
Initial Public Offering, Net Proceeds (underwriter shares)1,000,000
 1
 13,135
 
 
 13,136
Balances at March 31, 201845,561,419
 $9
 $61,056
 $27,280
 $(45,795) $42,550
(1) Accumulated other comprehensive income (loss)

 Common Stock Treasury Stock Paid-in capital Retained Earnings (Deficit) 
AOCI (1)
 Total Stockholders' Equity
 Shares Outstanding Par Value     
Balances at December 31, 201941,156,224
 $9
 $(72,343) $68,087
 $93,423
 $(38,663) $50,513
Net income from continuing operations
 
 
 
 36,013
 
 36,013
Net income from discontinued operations
 
 
 
 292
 
 292
   Foreign currency translation adjustment
 
 
 
 
 (22,193) (22,193)
Dividends
 
 
 
 (2,256)

 (2,256)
   Share based compensation expense
 
 
 3,194
 
 
 3,194
Proceeds from exercise of stock options42,094
 
 
 126
 
 
 126
Repurchase of common stock(540,762) 
 (5,509) 
 
 
 (5,509)
Common stock issued for RSU's vesting, net of shares withheld and withholding paid for employee taxes

121,891
 
 
 (609) 
 
 (609)
Balances at March 31, 202040,779,447
 $9
 $(77,852) $70,798

$127,472
 $(60,856) $59,571
(1) Accumulated other comprehensive income (loss)


Common Stock Paid-in capital Retained Earnings (Deficit) 
AOCI (1)
 Total Stockholders' EquityCommon Stock Treasury Stock Paid-in capital Retained Earnings (Deficit) 
AOCI (1)
 Total Stockholders' Equity (Deficit)
(dollars in thousands)Shares Outstanding Par Value 
Shares Outstanding Par Value Treasury Stock Paid-in capital Retained Earnings (Deficit) 
AOCI (1)
 Total Stockholders' Equity (Deficit)
Balances at December 31, 201846,412,231
 $9
 $60,015
 $(18,065) $(61,060) $(19,101)46,412,231
 $9
 
Net income from continuing operations
 
 
 28,673
 
 28,673

 
 
 
 28,673
 
 28,673
Net income from discontinued operations
 
 
 8,375
 
 8,375

 
 
 
 8,375
 
 8,375
Foreign currency translation adjustment
 
 
 
 16,695
 16,695

 
 
 
 
 16,695
 16,695
Share based compensation expense
 
 2,172
 
 
 2,172

 
 
 2,172
 
 
 2,172
Proceeds from exercise of stock options7,888
 
 40
 
 
 40
7,888
 
 
 40
 
 
 40
Common stock issued for RSU's vesting, net of shares withheld and withholding paid for employee taxes11,170
 
 (110) 
 
 (110)11,170
 
 
 (110) 
 
 (110)
Balances at March 31, 201946,431,289
 $9
 $62,117
 $18,983
 $(44,365) $36,744
46,431,289
 $9
 $
 $62,117
 $18,983
 $(44,365) $36,744
(1) Accumulated other comprehensive income (loss)

(1) Accumulated other comprehensive income (loss)

(1) Accumulated other comprehensive income (loss)

Dividend

On February 5, 2020, the Company's Board of Directors announced the initiation of a dividend program and declared its first cash dividend of $0.055 per share. A dividend of $2.2 million was paid on March 2, 2020 to stockholders of record as of the close of

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

business on February 18, 2020. Subsequently, on April 30, 2020, the Company's Board of Directors declared a dividend. See Note 19, "Subsequent Events" for more information.

NOTE 10 – EARNINGS PER SHARE

The following table presents the computation of basic and diluted earnings per share (in thousands, except per share amounts):
Three Months Ended
March 31,
Three Months Ended
March 31,
2019 20182020 2019
Net income from continuing operations

$28,673
 $24,913
$36,013
 $28,673
Net income (loss) from discontinued operations, net of tax

8,375
 (1,621)
Net income from discontinued operations, net of tax292
 8,375
Net income$37,048
 $23,292
$36,305
 $37,048
      
Weighted average common shares - basic46,424
 45,506
40,817
 46,424
Dilutive effect of stock options and restricted stock units895
 1,910
1,075
 895
Weighted average common shares - diluted47,319
 47,416
41,892
 47,319
      
Basic income (loss) per share:   
Basic earnings per share:   
Continuing operations$0.62
 $0.55
$0.88
 $0.62
Discontinued operations0.18
 (0.04)0.01
 0.18
Basic income per share$0.80

$0.51
Basic earnings per share$0.89

$0.80
      
Diluted income (loss) per share:   
Diluted earnings per share:   
Continuing operations$0.61
 $0.53
$0.86
 $0.61
Discontinued operations0.18
 (0.03)0.01
 0.18
Diluted income per share$0.79
 $0.50
Diluted earnings per share$0.87
 $0.79

Potential shares of common stock that would have the effect of increasing diluted earnings per share or decreasing diluted loss per share are considered to be anti-dilutive and as such, these shares are not included in calculating "Diluted earnings per share." For the three months ended March 31, 2020 and March 31, 2019, there were 1.3 million and 1.4 million, respectively, of potential shares of common stock excluded from the calculation of dilutedDiluted earnings per share because their effect was anti-dilutive. There was no effect for the three months ended March 31, 2018.

The Company utilizes the "control number" concept in the computation of Diluted earnings per share to determine whether potential common stock instruments are dilutive. The control number used is income from continuing operations. The control number concept requires that the same number of potentially dilutive securities applied in computing dilutedDiluted earnings per share from continuing operations be applied to all other categories of income or loss, regardless of their anti-dilutive effect on such categories.

NOTE 11 – SUPPLEMENTAL CASH FLOW INFORMATION

The following table provides supplemental cash flow information:information (in thousands):

Three Months Ended
March 31,
Three Months Ended
March 31,
(dollars in thousands)2019 2018
2020 2019
Cash paid for:      
Interest$32,195
 $40,225
$31,184
 $32,195
Income taxes1,456
 4,431
Income taxes, net of refunds1,065
 1,456
Non-cash investing activities:      
Property and equipment accrued in accounts payable$349
 $317
$869
 $349


CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

NOTE 12 – SEGMENT REPORTING
Segment information is prepared on the same basis that the Company's chief operating decision makerChief Operating Decision Maker ("CODM") reviews financial information for operational decision making purposes. Duringpurposes, including revenues, net revenue, gross margin, segment operating income and other items.
U.S. As of March 31, 2020, the first quarterCompany operated a total of 2019, the U.K. subsidiaries met discontinued operations criteria, resulting214 U.S. retail locations and has an online presence in two reportable operating segments:27 states. The Company provides Single-Pay loans, Installment loans and Open-End loans, vehicle title loans, check cashing, money transfer services, reloadable prepaid debit cards and a number of other ancillary financial products and services to its customers in the U.S. and Canada.As disclosed in Note 17, "Acquisition," the acquisition of Ad Astra closed during the three months ended March 31, 2020. The results of Ad Astra are included within the U.S. reporting segment.
Management’s evaluation of performance utilizes gross margin and operating profit before the allocation of interest expense and professional services. The following reporting segment results reflect this basis for evaluation and were determined in accordance with the same accounting principles used in the Condensed Consolidated Financial Statements.
Canada. As of March 31, 2020, the Company operated a total of 202 stores across seven Canadian provinces and territories and has an online presence in five provinces. The Company provides Single-Pay loans, Installment loans and Open-End loans, check cashing, money transfer services, foreign currency exchange, reloadable prepaid debit cards and a number of other ancillary financial products and services to its customers in Canada.

The following table illustrates summarized financial information concerning reportable segments.
 Three Months Ended
March 31,
(dollars in thousands)2019 2018
Revenues by segment:   
U.S.$226,119
 $204,593
Canada51,820
 46,250
Consolidated revenue$277,939
 $250,843
Gross margin by segment:   
U.S.$89,803
 $91,344
Canada15,694
 14,502
Consolidated gross margin$105,497
 $105,846
Segment operating income:   
U.S.$31,195
 $26,832
Canada7,524
 9,548
Consolidated operating profit$38,719
 $36,380
Expenditures for long-lived assets by segment:   
U.S.$2,430
 $788
Canada689
 754
Consolidated expenditures for long-lived assets$3,119
 $1,542
The following table provides gross loans receivable by segment:segments (in thousands):
(dollars in thousands)March 31,
2019
 December 31,
2018
 Three Months Ended
March 31,
 2020 2019
Revenues by segment: (1)
    
U.S.$321,534
 $361,473
 $221,768
 $226,119
Canada231,681
 210,058
 59,038
 51,820
Total gross loans receivable$553,215
 $571,531
Consolidated revenue $280,806
 $277,939
Net revenues by segment:    
U.S. $135,727
 $141,139
Canada 31,543
 34,415
Consolidated net revenue $167,270
 $175,554
Gross margin by segment:    
U.S. $87,540
 $89,803
Canada 12,159
 15,694
Consolidated gross margin $99,699
 $105,497
Segment operating income (loss):    
U.S. $33,426
 $31,195
Canada 4,524
 7,524
Consolidated operating profit $37,950
 $38,719
Expenditures for long-lived assets by segment:    
U.S. $4,280
 $2,430
Canada 553
 689
Consolidated expenditures for long-lived assets $4,833
 $3,119
(1) For revenue by product, see Note 3, "Loans Receivable and Revenue."
(1) For revenue by product, see Note 3, "Loans Receivable and Revenue."


CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


The following table provides the proportion of gross loans receivable by segment (in thousands):
  March 31,
2020
 December 31,
2019
U.S. $288,127
 $363,453
Canada 276,310
 302,375
Total gross loans receivable $564,437
 $665,828

The following table represents the Company's net long-lived assets, comprised of property and equipment, by segment. These amounts are aggregated on a legal entity basis and do not necessarily reflect where the asset is physically located:located (in thousands):
(dollars in thousands)March 31, 2019 December 31, 2018
 March 31, 2020 December 31, 2019
U.S.$46,360
 $47,918
 $42,536
 $43,618
Canada28,900
 28,832
 24,251
 27,193
Total net long-lived assets$75,260
 $76,750
 $66,787
 $70,811

The Company's CODM does not review assets by segment for purposes of allocating resources or decision-making purposes; therefore, total assets by segment are not disclosed.


CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

NOTE 13 – CONTINGENT LIABILITIESCOMMITMENTS AND CONTENGENCIES
Securities Litigation

On December 5, 2018, a putative securities fraud class action lawsuit was filed against the Company and its chief executive officer, chief financial officer and chief operating officer in the United States District Court for the District of Kansas, captioned Yellowdog Partners, LP v. CURO Group Holdings Corp., Donald F. Gayhardt, William Baker and Roger W. Dean, Civil Action No. 18-2662. On May 31, 2019, plaintiffs filed a consolidated complaint naming Doug Rippel, Chad Faulkner, Mike McKnight, Friedman Fleischer & Lowe Capital Partners II, L.P., FFL Executive Partners II, L.P., and FFL Parallel Fund II, L.P. as additional defendants. The complaint alleges that the Company and the individual defendants violated Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and that the individualcertain defendants also violated Section 20(a) of the Exchange Act as “control persons”"control persons" of CURO. Plaintiffs purport to bring these claims on behalf of a class of investors who purchased Company common stock between July 31,April 27, 2018 and October 24, 2018.

Plaintiffs allege generally that, during the putative class period, the Company made misleading statements and omitted material information regarding its efforts to transition the Canadian inventory of products from Single-Pay loans to Open-End loans. Plaintiffs assert that the Company and the individual defendants made these misstatements and omissions to keep the stock price high. Plaintiffs seek unspecified damages and other relief.

While the Company is vigorously contesting this lawsuit, it cannot determine the final resolution or when it might be resolved. In addition to the expenses incurred in defending this litigation and any damages that may be awarded in the event of an adverse ruling, management’s efforts and attention may be diverted from the ordinary business operations to address these claims. Regardless of the outcome, this litigation may have a material adverse impact on results because of defense costs, including costs related to indemnification obligations, diversion of resources and other factors.

Related to this securities litigation matter,During the first quarter of 2019, the Company has also received an inquiry from the SEC regarding the Company's public disclosures surrounding its efforts to transition the Canadian inventory of products from Single-Pay loans to Open-End loans.

City of Austin

The Company was cited in July 2016 by the City of Austin, Texas for alleged violations of the Austin ordinance addressing products offered by CSOs. The Austin ordinance regulates aspects of products offered under the Company's credit access bureau ("CAB")CAB program, including loan sizes and repayment terms. The Company believes that: (i) the Austin ordinance (similar to its counterparts elsewhere in Texas) conflicts with Texas state law and (ii) in any event, the Company's product complies with the ordinance, when the ordinance is properly construed. The Austin Municipal Court agreed with the Company's position that the ordinance conflicts with Texas law and, accordingly, did not address the second argument. In September 2017, the Travis County Court reversed the Municipal Court’s decision and remanded the case for further proceedings. To date, a hearing and trial on the merits have not been scheduled. The Company does not anticipate having a final determination of the lawfulness of its CAB program under the Austin ordinance (and similar ordinances in other Texas cities) in the near future. A final adverse decision could potentially result in material monetary liability

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


in Austin and elsewhere in Texas, and would force the Company to restructure the loans it originates in Austin and elsewhere in Texas.

Other Legal Matters
The Company is a defendant in certain litigation matters encountered from time-to-time in the ordinary course of business. Certain of these matters may be covered to an extent by insurance. InWhile it is difficult to predict the opinionoutcome of management, based uponany particular proceeding, the advice of legal counsel,Company does not believe the likelihood is remote that the impactresult of any of these pending litigation matters either individually or in the aggregate, wouldwill have a material adverse effect on the Company's consolidated financial condition,business, results of operations or cash flows.financial condition.

NOTE 14 – LEASES

The CompanyOperating leases entered into operatingby the Company are primarily for retail stores in certain U.S. states and Canadian provinces. Leases classified as finance are immaterial to the Company as of March 31, 2020. Operating leases for the buildings in which it operates that expire at various times through 2040.2032. The Company determines if an arrangement is a lease at inception. Operating leases are included in "Right of use asset - operating leases" and "Lease liability - operating leases" inon the Condensed Consolidated Balance Sheets. The Company currently has finance leases which in the aggregate are immaterial and not presented in the Condensed Consolidated Balance Sheets.

Typically, a contract is or contains a lease if it conveys the right to control the use of an identified property, plant or equipment (an identified asset) for a period of time in exchange for consideration. To determine whether a contract conveys the right to control the use of an identified asset for a period of time, an entity shall assess whether, throughout the period of use, the customer has both (i) the right to obtain substantially all of the economic benefits from use of the identified asset and (ii) the right to direct the use of the identified asset. If the customer has the right to control the use of an identified asset for only a portion of the term of the contract, the contract contains a lease for that portion of the term.

The Company recognizes ROU assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. The rate implicit in the Company's leases typically are not readily determinable. As most of the Company’s leases do not provide an implicit rate of return,a result, the Company uses its estimated incremental borrowing rate, based on the information available at commencement dateas allowed by ASC 842, in determining the present value of lease payments. The incremental borrowing rate is based on internal and external information available at the lease commencement date and is determined using a portfolio approach (i.e. using the weighted average terms of all leases in the Company's portfolio). This rate is the theoretical rate the Company would pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term as that of the portfolio.

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The Company uses quoted interest rates obtained from financial institutions as an input, adjusted for Company specific factors, to derive the incremental borrowing rate as the discount rate for the leases. As new leases are added each period, the Company evaluates whether the incremental borrowing rate has changed. If the incremental borrowing rate has changed, the Company will apply the rate to new leases if not doing so would result in a material difference to the ROU asset and lease liability presented on the balance sheet.

The majority of the leases have an original term of five years with two five-year renewal options. ForThe consumer price index is used in determining future lease payments and for purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Most of the leases have escalation clauses and severalcertain leases also require payment of certain period costs, including maintenance, insurance and property taxes. Some of the leases are with related parties and have terms similar to the non-related party leases. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company had operating lease costs of approximately $8.5 million for the period ended March 31, 2019. Some of the leases are with related parties and have terms similar to the non-related party leases previously described. Operating lease costs on unrelated third-party leases was $7.6 million and for related party leases was $0.8 million for the three months ended March 31, 2019.

During the three months ended March 31, 2019, cash paid for amounts included in the measurement of the liabilities and the operating cash flows was $8.6 million.

The following table summarizes the future minimum lease payments that the Company is contractually obligated to make under operating leases as of March 31, 2019:
(in thousands)Third-Party Related-Party Total
2019$23,222
 $2,764
 $25,986
202030,338
 3,773
 34,111
202129,918
 3,875
 33,793
202228,906
 3,743
 32,649
202324,411
 1,299
 25,710
Thereafter40,326
 1,114
 41,440
Total177,121
 16,568
 193,689
Less: Imputed interest(46,823) (3,429) (50,252)
Operating lease liabilities$130,298
 $13,139
 $143,437

As of March 31, 2019, the weighted average remaining lease term was 6.1 years, and the weighted average operating discount rate used to determine the operating lease liability was 10.3%.

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

The following table summarizes the operating lease costs and other information for the three months ended March 31, 2020 and March 31,2019 (in thousands):
 Three Months Ended March 31,
 20202019
Operating lease costs:  
Third-Party$7,626
$7,621
Related-Party864
847
Total operating lease costs$8,490
$8,468
   
Operating cash flow - Operating leases$8,433
$8,615
New ROU assets - Operating leases$5,647
$
Weighted average remaining lease term - Operating leases6.3 years
6.1 years
Weighted average discount rate - Operating leases10.3%10.3%

The following table summarizes the aggregate operating lease maturities that the Company is contractually obligated to make under operating leases as of March 31, 2020 (in thousands):
  Third-Party Related-Party Total
Remainder of 2020 $22,437
 $2,809
 $25,246
2021 27,464
 3,767
 31,231
2022 24,640
 3,661
 28,301
2023 19,995
 1,316
 21,311
2024 15,343
 962
 16,305
2025 11,178
 861
 12,039
Thereafter 30,416
 2,655
 33,071
Total 151,473
 16,031
 167,504
Less: Imputed interest (41,963) (3,826) (45,789)
Operating lease liabilities $109,510
 $12,205
 $121,715

As a result of the COVID-19 pandemic that began during the three months ended March 31, 2020, CURO reviewed ROU assets for indicators of impairment. Under US GAAP, the model used to review ROU assets for impairment is consistent to that used for other long-lived assets, such as fixed assets. In applying the appropriate guidance, the Company noted there was no indicators of impairment as of March 31, 2020 related to its ROU assets.

NOTE 15 – DISCONTINUED OPERATIONS

On February 25, 2019, in accordance with the provisions of the U.K. Insolvency Act 1986 and as approved by the boardsBoards of directorsDirectors of the U.K. Subsidiaries, insolvency practitioners from KPMG were appointed as Administrators for the U.K. Subsidiaries. The effect of the U.K. Subsidiaries’ entry into administration was to place their management, affairs, business and property of the U.K. Subsidiaries under the direct control of the Administrators. Accordingly, the Company deconsolidated the U.K. Subsidiaries, which comprised the U.K. reportable operating segment, as of February 25, 2019 and are classified them as Discontinued Operations for all periods presented.

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

The following table presents financialthe results of operations of the U.K. Subsidiaries, which meet the criteria of Discontinued Operations and, therefore, are excluded from the Company's results of continuing operations:operations (in thousands):
Three Months Ended
March 31,
 Three Months Ended
March 31,
(in thousands)
2019(1)
 2018
 2020 
2019(1)
Revenue$6,957
 $10,915
 $
 $6,957
Provision for losses1,703
 4,148
 ��
 1,703
Net revenue5,254
 6,767
 
 5,254
       
Cost of providing services       
Office246
 528
 
 246
Other costs of providing services61
 969
 
 61
Advertising775
 1,871
 
 775
Total cost of providing services1,082
 3,368
 
 1,082
Gross margin4,172
 3,399
 
 4,172
Operating expense (income)   
Corporate, district and other3,810
 5,025
Operating (income) expense    
Corporate, district and other expenses 
 3,810
Interest income(4) (5) 
 (4)
Total operating expense3,806
 5,020
Income (loss) from operations of discontinued operations366
 (1,621)
Gain on disposal of discontinued operations, net of estimated income tax benefit of $47,4238,009
 
Income from discontinued operations$8,375
 $(1,621)
(Gain) loss on disposition (390) 39,414
Total operating (income) expense (390) 43,220
Pre-tax income (loss) from operations of discontinued operations 390
 (39,048)
Income tax expense (benefit) related to disposition 98
 (47,423)
Net income from discontinued operations $292
 $8,375
(1) Includes U.K. Subsidiaries financial results from January 1, 2019 to February 25, 2019.   (1) Includes U.K. Subsidiaries financial results from January 1, 2019 to February 25, 2019.

Revenue and expenses related to discontinued operations included activity prior to the deconsolidation of the U.K. subsidiaries effective February 25, 2019. For the three months ended March 31, 2019, "(Gain) loss on disposition" of $39.4 million included the non-cash effect of eliminating assets and liabilities of the U.K. Subsidiaries as of the date of deconsolidation, as well as the effect of cumulative currency exchange rate differences on the U.S. investment in the U.K.

In connection with the disposition of the U.K. Subsidiaries, the U.S. entity that owned the Company's interests in the U.K. Subsidiaries recognized a loss on investment. This loss resulted in an estimated U.S. Federal and state income tax benefit of $47.4 million as of March 31, 2019, to be applied against future income tax obligations. Subsequently, in 2019, the Company revised the estimated U.S. Federal and state income tax benefit to $46.6 million. During the three months ended March 31, 2020, the Company received $0.4 million of disbursements from the Administrator related to the wind-down of the U.K. Subsidiaries.

As of March 31, 2020 and December 31, 2019, the unaudited Condensed Consolidated Balance Sheets were not impacted by the U.K. Subsidiaries as all balances were written off when the U.K. segment entered into administration during the first quarter of 2019.

The following table presents cash flows of the U.K. Subsidiaries (in thousands):
 Three Months Ended
March 31,
 2020 
2019(1)
Net cash provided by (used in) discontinued operating activities$390
 $(504)
Net cash used in discontinued investing activities
 (14,213)
Net cash used in discontinued financing activities
 
(1) Includes U.K. Subsidiaries financial results from January 1, 2019 to February 25, 2019.  


CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


NOTE 16 – GOODWILL

The change in the carrying amount of Goodwill by operating segment for the three months ended March 31, 2020 was as follows (in thousands):
 U.S. Canada Total
Goodwill at December 31, 2019$91,131
 $29,478
 $120,609
Acquisition (Note 17)14,791
 
 14,791
Foreign currency translation
 (2,575) (2,575)
Goodwill at March 31, 2020105,922
 26,903
 132,825

The Company tests goodwill at least annually for impairment (the Company has elected to annually test for potential impairment of goodwill on October 1) and more frequently if indicators are present or changes in circumstances suggest that impairment may exist. The indicators include, among others, declines in sales, earning or cash flows or the development of a material adverse change in business climate. The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a reporting unit. See Note 1, "Summary of Significant Accounting Policies and Nature of Operations" of the 2019 Form 10-K filed with the SEC on March 9, 2020, for additional information on the Company's policy for assessing goodwill for impairment.

U.S. and Canada Reporting Units

During the three months ended March 31, 2020, the Company determined a triggering event had occurred for the U.S. and Canada reporting units as a result of COVID-19. The global crisis caused by the pandemic drove significant declines in macroeconomic market conditions and altered the assumptions used in the Company's forecast for both reporting units. After performing an interim review, the Company concluded that the fair value of each reporting unit was in excess of its respective carrying value.

Ad Astra Acquisition

The Company completed the acquisition of Ad Astra on January 3, 2020. Goodwill of $14.8 million was recorded on the U.S. reporting unit during the three months ended March 31, 2020, based on the excess of the purchase price of the business combination over the fair value of the acquired net assets. See Note 17, "Acquisition" for more information related to the business combination.

NOTE 17 – ACQUISITION

On January 3, 2020, the Company acquired 100% of the outstanding stock of Ad Astra, a related party, for total consideration of $14.4 million, net of cash received. Prior to the acquisition, Ad Astra was the Company's exclusive provider of third-party collection services for owned and managed loans in the U.S. that are in later-stage delinquency.
The Company began consolidating the financial results of this acquisition in the unaudited Condensed Consolidated Financial Statements on January 3, 2020. For the three months ended March 31, 2019, prior to the acquisition, $4.7 million of costs related to Ad Astra were included in "Other costs of providing services." Subsequent to the acquisition, operating costs for Ad Astra are included within "Corporate, district and other expenses," consistent with presentation of other internal collection costs. Ad Astra incurred $3.5 million of operating expense during the three months ended March 31, 2020.
The transaction has been accounted for using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The Company was the acquirer for purposes of accounting for the business combination. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of March 31, 2020. As of March 31, 2020, the Company completed the determination of the fair values of the acquired identifiable assets and liabilities based on the information available.
CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


The following table presentssummarizes the aggregate carrying amountsallocation of the estimated fair values of the assets acquired and liabilities assumed at the date of the U.K. Subsidiaries:acquisition:
(in thousands)March 31,
2019
December 31,
2018
ASSETS
Cash$
$9,859
Restricted cash
3,384
Gross loans receivable
25,256
Less: allowance for loan losses
(5,387)
Loans receivable, net
19,869
Prepaid expenses and other
1,482
Other
267
Total assets classified as discontinued operations in the Condensed Consolidated Balance Sheets$
$34,861
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities$
$8,136
Deferred revenue
180
Accrued interest
(5)
Deferred rent
149
Other long-term liabilities
422
Total liabilities classified as discontinued operations in the Condensed Consolidated Balance Sheets$
$8,882
(in thousands)Amounts acquired on January 3, 2020
Cash consideration transferred:$17,811
  
Cash and cash equivalents3,360
Accounts receivable465
Property and equipment358
Intangible assets1,101
Goodwill14,791
Operating lease asset235
Accounts payable and accrued liabilities(2,264)
Operating lease liabilities(235)
Total$17,811

The following table presents cash flows
Goodwill of $14.8 million represents the excess over the fair value of the U.K. Subsidiaries:
 Three Months Ended
March 31,
(in thousands)
2019(1)
 2018
Net cash (used in) / provided by discontinued operating activities$(504) $1,411
Net cash used in discontinued investing activities(14,213) (3,782)
Net cash used in discontinued financing activities
 
(1) Includes U.K. Subsidiaries financial results from January 1, 2019 to February 25, 2019.   
net tangible and intangible assets acquired. Goodwill is not deductible for income tax purposes.

NOTE 1618CONDENSED CONSOLIDATING FINANCIAL INFORMATION

In August 2018, CGHC issued $690.0 million of 8.25% Senior Secured Notes due September 1, 2025. The proceeds from issuance of the 8.25% Senior Secured Notes were used to extinguish the February and November 2017 12.00% Senior Secured Notes due March 1, 2022. The redemption was conducted pursuant to the indenture governing the 8.25% Senior Secured Notes. See Note 5, "Long-Term Debt," for additional details.

In August 2018, CURO Canada Receivables Limited Partnership, a newly created, bankruptcy-remote special purpose vehicle (the "Canada SPV Borrower") and a wholly-owned subsidiary, entered into a four-year revolving credit facility with Waterfall Asset Management, LLC that provided for C$175.0 million of initial borrowing capacity and the ability to expand such capacity up to C$250.0 million ("Non-Recourse Canada SPV Facility"). See Note 5. "Long-Term Debt" for additional details.

In March 2018, CFTC redeemed $77.5 million of the 12.00% Senior Secured Notes at a price equal to 112.00% of the principal amount plus accrued and unpaid interest to the date of redemption. The redemption was conducted pursuant to the indenture governing the 12.00% Senior Secured Notes, dated as of February 15, 2017, by and among CFTC, the guarantors party thereto and TMI Trust Company, as trustee and collateral agent. Consistent with the terms of the Indenture, CFTC used a portion of the cash proceeds from the Company's initial public offering, to redeem the 12.00% Senior Secured Notes.

In November 2017, CFTC issued $135.0 million aggregate principal amount of additional 12.00% Senior Secured Notes in a private offering exempt from the registration requirements of the Securities Act (the "Additional Notes Offering"). CFTC used the proceeds from the Additional Notes Offering, together with available cash, to (i) pay a cash dividend, in an amount of $140.0 million to the Company, CFTC’s sole stockholder, and ultimately the Company's stockholders and (ii) pay fees, expenses, premiums and accrued interest in connection with the Additional Notes Offering. CFTC received the consent of the holders of a majority of
CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

the outstanding principal amount of the current Senior Secured Notes to a one-time waiver with respect to the restrictions contained in Section 5.07(a) of the indenture governing the 12.00% Senior Secured Notes to permit the dividend.SHARE REPURCHASE PROGRAM

In February 2017, CFTC issued $470.02020, the Company's Board of Directors authorized a new share repurchase program for up to $25.0 million aggregate principal amount 12.00% Senior Secured Notes,of its common stock. Under the proceedsprogram, shares were repurchased in the open market or in privately negotiated transactions at times and amounts considered appropriate by CURO. Due to uncertainty caused by COVID-19, the Board suspended the program on March 15, 2020. There were no material purchases in the program during the three months ended March 31, 2020.

In April 2019, the Company's Board of Directors authorized a share repurchase program providing for the repurchase of up to $50.0 million of its common stock. The repurchase program, which commenced June 2019, was completed in February 2020. Under this program, the Company repurchased 455,255 shares of its common stock at an average price of $10.45 per share for total consideration of $4.8 million during the three months ended March 31, 2020. Purchases under the program were used together withmade from time-to-time in the open market, in privately negotiated transactions, or both, at the Company's discretion and subject to market conditions and other factors. Any repurchased shares are available cash, to (i) redeem the outstanding 10.75% Senior Secured Notes due 2018 of CURO Intermediate, (ii) redeem the outstanding 12.00% Senior Cash Pay Notes due 2017 and (iii) pay fees, expenses, premiums and accrued interestfor use in connection with equity plans or other corporate purposes.

Separately, in August 2019, the offering. CFTC soldCompany entered into a Share Repurchase Agreement (the “Share Repurchase Agreement”) with FFL, a related party. Pursuant to the Senior Secured NotesShare Repurchase Agreement, the Company repurchased 2,000,000 shares of its common stock, par value $0.001 per share, owned by FFL, in a private transaction at a purchase price equal to qualified institutional buyers under Rule 144A$13.55 per share of Common Stock. The purchase price was determined by using the Company's closing common stock price on August 29, 2019 of $13.97, less a discount of 3.0%. This transaction occurred outside of the Securities Act of 1933, as amended (the “Securities Act”) or outside the U.S. to non-U.S. personsshare repurchase program authorized in compliance with Regulation S of the Securities Act.April 2019.

The following condensed consolidating financing information, which has been prepared in accordance with the requirements for presentation of Rule 3-10(d) of Regulation S-X promulgated under the Securities Act, presents the condensed consolidating financial information separately for:

(i)CURO as the issuer of the 8.25% Senior Secured Notes;
(ii)The Company's subsidiary guarantors, which are comprised of its domestic subsidiaries, including CFTC as the issuer of the 12.00% Senior Secured Notes that were redeemed in August 2018, CURO Intermediate, and U.S. SPV as the issuer of the Non-Recourse U.S. SPV Facility that was extinguished in October 2018, and excluding Canada SPV (the “Subsidiary Guarantors”), on a consolidated basis, which are 100% owned by CURO, and which are guarantors of the 8.25% Senior Secured Notes issued in August 2018;
(iii)The Company's other subsidiaries on a consolidated basis, which are not guarantors of the 8.25% Senior Secured Notes (the “Subsidiary Non-Guarantors”)
(iv)Consolidating and eliminating entries representing adjustments to:
a.eliminate intercompany transactions between or among us, the Subsidiary Guarantors and the Subsidiary Non-Guarantors; and
b.eliminate the investments in subsidiaries;
(v)The Company and its subsidiaries on a consolidated basis.


CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Condensed Consolidating Balance Sheets
 March 31, 2019
(dollars in thousands)
Subsidiary
Guarantors
Subsidiary
Non-Guarantors
Canada SPVCUROEliminationsCURO
Consolidated
Assets:      
Cash$62,729
$20,130
$
$
$
$82,859
Restricted cash15,775
3,084
15,460


34,319
Loans receivable, net254,622
46,403
157,868


458,893
Right of use asset - operating leases74,840
60,565



135,405
Deferred income taxes(6,445)5,014

6,445

5,014
Income taxes receivable


40,872

40,872
Prepaid expenses and other30,459
6,052



36,511
Property and equipment, net46,360
28,900



75,260
Goodwill91,131
28,747



119,878
Other intangibles, net8,165
21,803



29,968
Intercompany receivable74,174



(74,174)
Investment in subsidiaries


(36,075)36,075

Other14,473
678



15,151
Total assets$666,283
$221,376
$173,328
$11,242
$(38,099)$1,034,130
Liabilities and Stockholders' equity:      
Accounts payable and accrued liabilities$39,420
$2,886
$9,717
$19
$
$52,042
Deferred revenue4,574
3,233
44


7,851
Lease liability - operating leases82,667
60,745



143,412
Income taxes payable(26,737)4,425

26,737

4,425
Accrued interest2

847
4,744

5,593
Payable to CURO Holdings Corp.738,730


(738,730)

CSO liability for losses8,662




8,662
Long-term debt (excluding current maturities)

88,915
677,153

766,068
Subordinated shareholder debt
2,243



2,243
Intercompany payable
337
73,837

(74,174)
Other liabilities5,942
744



6,686
Deferred tax liabilities(4,171)

4,575

404
Total liabilities849,089
74,613
173,360
(25,502)(74,174)997,386
Stockholder’s equity(182,806)146,763
(32)36,744
36,075
36,744
Total liabilities and stockholder’s equity$666,283
$221,376
$173,328
$11,242
$(38,099)$1,034,130
CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

 December 31, 2018
(dollars in thousands)Subsidiary
Guarantors
Subsidiary
Non-Guarantors
Canada SPVCUROEliminationsCURO
Consolidated
Assets:      
Cash$42,403
$18,772
$
$
$
$61,175
Restricted cash9,993
2,606
12,840


25,439
Loans receivable, net304,542
56,805
136,187


497,534
Deferred income taxes
1,534



1,534
Income taxes receivable7,190


9,551

16,741
Prepaid expenses and other37,866
5,722



43,588
Property and equipment, net47,918
28,832



76,750
Goodwill91,131
28,150



119,281
Other intangibles, net8,418
21,366



29,784
Intercompany receivable77,009



(77,009)
Investment in subsidiaries


(101,665)101,665

Other12,253
677



12,930
Assets from discontinued operations
2,406


32,455
34,861
Total assets$638,723
$166,870
$149,027
$(92,114)$57,111
$919,617
Liabilities and Stockholder's equity:      
Accounts payable and accrued liabilities$38,240
$5,734
$4,980
$192
$
$49,146
Deferred revenue5,981
3,462
40


9,483
Income taxes payable
1,579



1,579
Accrued interest149

831
19,924

20,904
Payable to CURO Holdings Corp.768,345


(768,345)

CSO liability for losses12,007




12,007
Deferred rent9,559
1,292



10,851
Long-term debt20,000

107,479
676,661

804,140
Subordinated shareholder debt
2,196



2,196
Intercompany payable
224
44,330

(44,554)
Other liabilities4,967
833



5,800
Deferred tax liabilities15,175


(1,445)
13,730
Liabilities from discontinued operations
8,882



8,882
Total liabilities874,423
24,202
157,660
(73,013)(44,554)938,718
Stockholder’s equity(235,700)142,668
(8,633)(19,101)101,665
(19,101)
Total liabilities and stockholder’s equity$638,723
$166,870
$149,027
$(92,114)$57,111
$919,617

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Condensed Consolidating Statements of Operations
 Three Months Ended March 31, 2019
(dollars in thousands)Subsidiary
Guarantors
Subsidiary
Non-Guarantors
Canada SPVCUROEliminationsCURO
Consolidated
Revenue$226,119
$26,774
$25,046
$
$
$277,939
Provision for losses84,980
4,099
13,306


102,385
Net revenue141,139
22,675
11,740


175,554
Cost of providing services:     

Salaries and benefits19,951
8,750



28,701
Occupancy8,010
6,227



14,237
Office3,889
1,224



5,113
Other costs of providing services13,132
1,088



14,220
Advertising6,354
1,432



7,786
Total cost of providing services51,336
18,721



70,057
Gross margin89,803
3,954
11,740


105,497
Operating (income) expense:     

Corporate, district and other41,538
5,183
25
2,342

49,088
Intercompany management fee(3,403)3,395
8



Interest expense290
71
2,891
14,438

17,690
Intercompany interest (income) expense(1,071)1,071




Total operating expense37,354
9,720
2,924
16,780

66,778
Income (loss) from continuing operations before income taxes52,449
(5,766)8,816
(16,780)
38,719
Provision (benefit) for income tax expense14,020
1,034

(5,008)
10,046
Net income (loss) from continuing operations38,429
(6,800)8,816
(11,772)
28,673
Net loss on discontinued operations
8,375



8,375
Net (loss) income38,429
1,575
8,816
(11,772)
37,048
Equity in net income (loss) of subsidiaries:      
CFTC


48,820
(48,820)
Guarantor Subsidiaries38,429



(38,429)
Non-Guarantor Subsidiaries1,575



(1,575)
SPV Subs8,816



(8,816)
Net income (loss) attributable to CURO$87,249
$1,575
$8,816
$37,048
$(97,640)$37,048
CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

 Three Months Ended March 31, 2018
(dollars in thousands)CFTCCURO IntermediateSubsidiary GuarantorsSubsidiary Non-GuarantorsSPV SubsEliminations
CFTC
Consolidated
CUROEliminationsCURO Consolidated
Revenue$
$
$128,408
$46,250
$76,185
$
$250,843
$
$
$250,843
Provision for losses

35,769
12,550
28,564

76,883


76,883
Net revenue

92,639
33,700
47,621

173,960


173,960
Cost of providing services:         

Salaries and benefits

18,018
8,900


26,918


26,918
Occupancy

7,646
5,781


13,427


13,427
Office

5,582
871


6,453


6,453
Other store operating expenses

12,030
920
481

13,431


13,431
Advertising

5,159
2,726


7,885


7,885
Total cost of providing services

48,435
19,198
481

68,114


68,114
Gross Margin

44,204
14,502
47,140

105,846


105,846
Operating (income) expense:         

Corporate, district and other448
7
27,992
4,897
30

33,374
2,055

35,429
Intercompany management fee

(6,443)3,035
3,408





Interest expense18,322

(112)57
4,087

22,354


22,354
Intercompany interest (income) expense
(801)(79)880






Loss on extinguishment of debt11,683





11,683


11,683
Total operating expense30,453
(794)21,358
8,869
7,525

67,411
2,055

69,466
(Loss) income from continuing operations before income taxes(30,453)794
22,846
5,633
39,615

38,435
(2,055)
36,380
(Benefit) provision for income tax expense(6,841)18,497
(1,585)1,929


12,000
(533)
11,467
Net (loss) income from continuing operations(23,612)(17,703)24,431
3,704
39,615

26,435
(1,522)
24,913
Net loss from discontinued operations


(1,621)

(1,621)

(1,621)
Net (loss) income(23,612)(17,703)24,431
2,083
39,615

24,814
(1,522)
23,292
Equity in net income (loss) of subsidiaries:         

CFTC






24,814
(24,814)
CURO Intermediate(17,703)



17,703




Guarantor Subsidiaries24,431




(24,431)



Non-Guarantor Subsidiaries3,704




(3,704)



SPV Subs39,615




(39,615)



Net income (loss) attributable to CURO$26,435
$(17,703)$24,431
$2,083
$39,615
$(50,047)$24,814
$23,292
$(24,814)$23,292

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Condensed Consolidating Statements of Cash Flows

Three Months Ended March 31, 2019
(dollars in thousands)Subsidiary Guarantors
Subsidiary
 Non-Guarantors
Canada SPVCUROEliminationsCURO Consolidated
Cash flows from operating activities





   
Net cash provided by (used in) continuing operating activities$88,291
$(1,574)$53,969
$67
$246
$140,999
Net cash used in discontinued operating activities
(504)


(504)
Cash flows from investing activities:





  

Purchase of property, equipment and software(2,430)(689)


(3,119)
Investment in Cognical Holdings(1,568)



(1,568)
Originations of loans, net(38,226)3,652
(30,373)

(64,947)
Net cash (used in) provided by continuing investing activities(42,224)2,963
(30,373)

(69,634)
Net cash used in discontinued investing activities
(14,213)


(14,213)
Cash flows from financing activities:





  

Proceeds from Non-Recourse Canada SPV facility

3,762


3,762
Payments on Non-Recourse Canada SPV facility

(24,831)

(24,831)
Proceeds from revolving credit facilities15,000
15,478



30,478
Payments on revolving credit facilities(35,000)(15,478)


(50,478)
Payments to net share settle RSUs


(37)
(37)
Proceeds from exercise of stock options40




40
Debt issuance costs paid

(169)(30)
(199)
Net cash used in provided by financing activities (1)
(19,960)
(21,238)(67)
(41,265)
       
Effect of exchange rate changes on cash and restricted cash
1,922
262

(246)1,938
Net increase (decrease) in cash and restricted cash26,107
(11,406)2,620


17,321
Cash and restricted cash at beginning of period52,397
34,620
12,840


99,857
Cash at end of period$78,504
$23,214
$15,460
$
$
$117,178
(1) Financing activities include continuing operations only and were not impacted by discontinued operations

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

 Three Months Ended March 31, 2018
(dollars in thousands)CFTCCURO IntermediateSubsidiary Guarantors
Subsidiary
 Non-Guarantors
SPV SubsEliminations
CFTC
Consolidated
CUROCURO
Consolidated
Cash flows from operating activities         
Net cash provided (used) in continuing operating activities$87,829
$
$(5,956)$15,391
$29,225
$9,469
$135,958
$(13,215)$122,743
Net cash provided by (used in) discontinued operating activities


6,958

(5,547)1,411

1,411
Cash flows from investing activities:         
Purchase of property, equipment and software

(788)(754)

(1,542)
(1,542)
Originations of loans, net

(28,277)(13,767)(14,309)
(56,353)
(56,353)
Investment in Cognical Holdings(958)




(958)
(958)
Net cash (used in) provided by continuing operating activities(958)
(29,065)(14,521)(14,309)
(58,853)
(58,853)
Net cash provided by (used in) discontinued investing activities


(3,782)

(3,782)
(3,782)
Cash flows from financing activities:         
Proceeds from Non-Recourse U.S. SPV facility



3,000

3,000

3,000
Payments on Non-Recourse U.S. SPV facility



(12,519)
(12,519)
(12,519)
Proceeds from revolving credit facilities10,000





10,000

10,000
Payments on revolving credit facilities(10,000)




(10,000)
(10,000)
Net proceeds from issuance of common stock






13,135
13,135
Payments on 12.00% Senior Secured Notes(77,500)




(77,500)
(77,500)
Payments of call premiums from early debt extinguishments(9,300)




(9,300)
(9,300)
Debt issuance costs paid(71)




(71)
(71)
Net cash (used in) provided by financing activities (1)
(86,871)


(9,519)
(96,390)13,135
(83,255)
          
Effect of exchange rate changes on cash


(438)
(3,922)(4,360)
(4,360)
Net (decrease) increase in cash and restricted cash

(35,021)3,608
5,397

(26,016)(80)(26,096)
Cash and restricted cash at beginning of period

119,056
48,484
6,871

174,411
80
174,491
Cash and restricted cash at end of period$
$
$84,035
$52,092
$12,268
$
$148,395
$
$148,395
(1) Financing activities included continuing operations only and were not impacted by discontinued.

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

NOTE 1719 – SUBSEQUENT EVENTS

Share Repurchase ProgramNew Non-Recourse U.S. SPV Facility

InOn April 2019,8, 2020, the Company entered into a Non-Recourse U.S. SPV Facility to provide financing for U.S. Unsecured Installment and Open-End receivables, including those generated under its technology, marketing and servicing relationship with Stride Bank. The Non-Recourse U.S. SPV Facility provides for $100.0 million of borrowing capacity, subject to the borrowing base of eligible collateral and certain other conditions. Concurrent with the closing, the Company drew $35.2 million on the facility.

Dividend

On April 30, 2020, the Company's Board of Directors authorizeddeclared a share repurchasedividend under its previously announced dividend program, providing for the repurchase of up to $50.0 million of its common stock. The repurchase program will continue until completed or terminated. CURO expects the purchases$0.055 per share to be made from time-to-time inpaid on May 27, 2020 to stockholders of record as of the open market, in privately negotiated transactions, or both, at the Company's discretion and subject to market conditions and other factors. Any repurchased shares will be available for use in connection with equity plans or other corporate purposes.close of business on May 13, 2020.

Cognical Investment

In April 2019, as part of a broader capital structure reorganization, the Company made an additional $2.8 million cash investment in Cognical Holdings, which operates under the Zibby brand. This funding round is expected to remain open through June 11, 2019. As a result of its investments in Cognical as well as Cognical’s overall reorganization, the Company expects to own a 30% to 35% interest in its outstanding shares, dependent upon total new capital contributed by other investors. When the funding round is completed, the Company expects to have financial information to determine the fair market value of its investments in Cognical Holdings.

ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following discussion of financial condition, results of operations, liquidity and capital resources and certain factors that may affect future results, including company-specific, economic and industry-wide factors, should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and accompanying notes included herein. 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. Except as required by applicable law and regulations, we undertake no obligation to update any forward-looking statements or other statements we may make in the following discussion or elsewhere in this document even though these statements may be affected by events or circumstances occurring after the forward-looking statements or other statements were made. Please see the sections titled “Risk Factors” in our Annual Report on2019 Form 10-K for the year ended December 31, 2018 ("2019 filed with the "2018SEC on March 9, 2020 and our Current Report on Form 10-K")8-K, filed with the SEC on April 8, 2020, for a discussion of the uncertainties, risks and assumptions associated with these statements.

Overview

We are a growth-oriented, technology-enabled, highly-diversified, multi-channel and multi-product consumer finance company serving a wide range of underbanked consumers in the United States ("U.S."), Canada and through February 25, 2019, the United Kingdom ("U.K.").Canada.

History

CURO was founded in 1997 to meet the growing needs of underbanked consumers looking for access to credit. With more than 20 years of experience, we seek to offer a variety of convenient, easily-accessible financial and loan services in all of our markets.

CURO Financial Technologies Corp., previously known as Speedy Cash Holdings Corp. ("CFTC"), was incorporated in Delaware in July 2008. CURO Group Holdings Corp., previously known as Speedy Group Holdings Corp., was incorporated in Delaware in 2013 as the parent company of CFTC. The terms “CURO," "we,” “our,” “us” and the “Company” refer to CURO Group Holdings Corp. and its directly and indirectly owned subsidiaries as a combined entity, except where otherwise stated. The term "CFTC" refers to CURO Financial Technologies Corp., our wholly-owned subsidiary, and its directly and indirectly owned subsidiaries as a consolidated entity, except where otherwise stated.

Our growth has been fueled by acquisitions inIn the U.S., our stores operate under "Speedy Cash" and Canada, as well as organically, including"Rapid Cash." In the launchsecond quarter of new brands. Recent brand launches include the March 2016 launch of LendDirect, a primarily online Installment and Open-End brand in Alberta, Canada and the June 2017, launch of Aviowe launched "Avio Credit," an online Installment and Open-End Loan brand in the U.S. market that is currently available in 11 states.



Recent Developments

Revolve Finance. brand. In February 2019, we launched Revolve Finance, sponsored by Republic Bank of Chicago, which is being introduced across the Company's U.S. branches. This product provides customers with a checking account solution, with FDIC-insured deposits, that combines a Visa-branded debit card, a number of technology-enabled tools and optional overdraft protection. In Canada, our stores are branded "Cash Money" and we offer "LendDirect" Installment and Open-End loans online and at certain stores. As of March 31, 2020, our network consisted of 416 locations across 14 U.S. states and seven Canadian provinces and we offered our online services in 27 U.S. states and five Canadian provinces.

Recent Developments

COVID-19. A novel strain of coronavirus, known as COVID-19, surfaced in late 2019 and has spread around the world, including to the U.S. and Canada. In March 2020, the World Health Organization categorized COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. In response to the COVID-19 pandemic, various governmental bodies have issued decrees prohibiting certain businesses from continuing to operate and certain classes of workers from reporting to work. However, CURO's operations have been designated as essential financial services by federal guidelines and local regulations. As a provider of an essential service, we remain focused on protecting the health and wellbeing of our employees, customers, and the communities in which we operate while assuring the continuity of our business operations. In response to the pandemic, we have taken the following steps to ensure our financial stability while maintaining the health and wellbeing of our employees and customers:

Full-year 2020 earnings guidance was withdrawn.
Cancellation of the 2020 Short-Term Incentive Plan.
Suspension of our $25 million share repurchase program, previously announced in February 2020.
Establishment of an enhanced Customer Care Program to better serve our customers as they face unprecedented economic challenges and uncertainties. The program enables our team members to provide relief to customers in various ways, ranging from due date extensions, interest or fee forgiveness, payment waivers or extended payment plans, depending on a customer’s individual circumstances. We also temporarily suspended all returned item fees.


Designation of most stores across both the U.S. and Canada as an essential service, allowing stores to remain open during local governments' lock down orders.
Metabank.Adjustment of our credit underwriting models to tighten approval rates and enhance our employment and income verification practices for both the store and on-line lending platforms In April 2018,.
Implementation of work-from-home for virtually all 1,100 of the Company’s contact center and corporate support personnel in Wichita, Toronto and Chicago.

Ad Astra Acquisition. On January 3, 2020, we announced that we expectacquired Ad Astra, previously our exclusive provider of third-party collection services for the U.S. business. The acquisition allows us to begin offeringbring all U.S. consumers a new lineservicing and recovery in-house, drive operational and financial synergies to ensure all aspects of credit product through a relationship with MetaBank® ("Meta"), a wholly-owned subsidiarythe recovery portfolio are coordinated, reduce operational redundancy and increase peak volume management, improve compliance synergies, and facilitate integrated and personalized CRM strategies and campaign management across the servicing and recovery lifecycle. See Note 17, "Acquisition" of Metathe Notes to the unaudited Condensed Consolidated Financial Group, Inc. We are working closely with Meta towards an eventual product launch. Given that the agreement with Meta does not contain any exclusive dealing provisions, we are also evaluating opportunities with other potential bank partners to offer similar products.Statements for additional information.

Credit facilities. Facilities. On April 8, 2020, we entered into incremental asset-backed revolving credit facility to provide financing for U.S. Installment and Open-End receivables, including those generated under our technology, marketing and servicing relationship with Stride Bank. The credit facility provides for an initial borrowing capacity of $100.0 million, dependent upon the borrowing base of eligible collateral and certain other conditions, as described in Note 19, "Subsequent Events."For recent developments related to our Senior Secured Notes, Non-Recourse Canada SPV facilitiesfacility and other capital resources, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

U.K. Developments.California Assembly Bill 539. On February 25,September 13, 2019, we announced that a proposed Schemethe California legislature passed Assembly Bill 539, which imposes an interest rate cap on all consumer loans between $2,500 and $10,000 of Arrangement ("SOA")36%, as describedplus the Federal Funds Rate. The bill became effective on January 1, 2020. Revenue from California Unsecured and Secured Installment loans amounted to 8.8% of total revenue for the three months ended March 31, 2020. See "Regulatory Environment and Compliance" in our Current Report on Form 8-K dated January 31, 2019 related to Curo Transatlantic Limited and SRC Transatlantic Limited (collectively the "U.K. Subsidiaries"), would not be implemented. We also announced that effective February 25, 2019, in accordance with the provisions of the U.K. Insolvency Act 1986 and as approved by the boards of directors of our U.K. Subsidiaries, insolvency practitioners from KPMG were appointed as administrators ("Administrators") for the U.K. Subsidiaries. The effect of the U.K. Subsidiaries’ entry into administration was to place the management, affairs, business and property of the U.K. Subsidiaries under the direct control of the Administrators. As a result, we deconsolidated the U.K. Subsidiaries as of February 25, 2019 and presented the U.K. Subsidiaries as Discontinued Operations in this Quarterly Report on Form 10-Q ("Form 10-Q").

In our Current Report on Form 8-K dated January 31, 2019, our results of operations included a $30.3 million expense comprised of (i) a proposed $23.6 million fund to settle historical redress claims and (ii) $6.7 million in advisory and other costs that would be required to execute the SOA. We subsequently concluded that pursuant to ASC 450, Contingencies, the SOA did not represent an estimate of loss for the redress loss contingency but instead was offered in ongoing negotiation of a potential compromised settlement with creditors. Therefore, the settlement offered through the SOA did not meet the recognition threshold pursuant to ASC 450 and should not have been accrued as a contingent liability for customer redress claims as of December 31, 2018. Our Current Report on Form 8-K filed March 1, 2019 appropriately included $4.6 million of fourth quarter 2018 redress costs and related charges which represents known claims as of December 31, 2018. See "Controls and Procedures" in our 2018 Form 10-K for further discussion.additional details.

Discussion of Revenue by Product and Segment and Related Loan Portfolio Performance

Revenue by Product

We exclude financial results of our former U.K. operations for all periods presented, as they were discontinued for accounting and reporting purposes in February 2019. See Note 15, "Discontinued Operations" for additional details.

The following table summarizestables summarize revenue by product, including CSO fees, for credit services organization ("CSO"), for the periods indicated. Year-over-year comparisons for Open-End were affected by the Q1 2019 Open-End Loss Recognition Change. Throughout this Form 10-Q, we do not include information for our U.K. Subsidiaries as they were discontinued in February 2019.indicated (in thousands, unaudited):
 For the Three Months Ended For the Three Months Ended
 March 31, 2019 March 31, 2018 March 31, 2020 March 31, 2019
(in thousands) U.S.CanadaTotal U.S.CanadaTotal
 U.S.CanadaTotal U.S.CanadaTotal
Unsecured Installment $134,003
$1,775
$135,778
 $120,476
$4,903
$125,379
 $120,829
$1,580
$122,409
 $134,003
$1,775
$135,778
Secured Installment 27,477

27,477
 26,856

26,856
 26,286

26,286
 27,477

27,477
Open-End 32,593
20,276
52,869
 25,834
1,389
27,223
 41,990
28,992
70,982
 32,593
20,276
52,869
Single-Pay 27,168
19,593
46,761
 26,065
34,292
60,357
 28,154
17,003
45,157
 27,168
19,593
46,761
Ancillary 4,878
10,176
15,054
 5,362
5,666
11,028
 4,509
11,463
15,972
 4,878
10,176
15,054
Total revenue $226,119
$51,820
$277,939
 $204,593
$46,250
$250,843
 $221,768
$59,038
$280,806
 $226,119
$51,820
$277,939

During the three months ended March 31, 2019,2020, total revenue grew $27.1$2.9 million, or 10.8%1.0%, to $277.9$280.8 million, compared to the prior-year period, predominantly drivenperiod. Geographically, the 1.9% decline in U.S. revenues was offset by growtha 13.9% increase in Installment and Open-End loans from strong customer demand and product introductions in new markets. Geographically, total revenue in the U.S. and Canada grew 10.5% and 12.0%, respectively.revenues. From a product perspective, Unsecured Installment and Secured Installment revenues rose 8.3%decreased 9.8% and 2.3%4.3%, respectively, driven by related loan growth. Year-over-year Single-Pay usage was negatively impacted bydue to regulatory changes in Ontario as well as a continued general product mix shift fromCalifornia, effective January 1, 2020, and regulatory changes for CSOs in Ohio, effective May 1, 2019. Single-Pay revenue declined $1.6 million, or 3.4%, for the three months ended March 31, 2020 compared to Installment and Open-End loans in the U.S. and Canada. Open-End revenues rose 94.2% on organic growth in legacy states inprior-year period, primarily due to lower volume during the U.S. and growth in Canada, primarily afterlast two weeks of the introduction of Open-End products in Ontario in the thirdfirst quarter of 2018.2020 attributable primarily to the impact of COVID-19. Open-End loans in Canada grew $26.0$56.2 million, or 16.4%30.5%, sequentially (which means the change from the fourth quarterMarch 31, 2019, with related revenue growth of 2018 to the first quarter$8.7 million, or 43.0%. U.S. Open-End revenue rose 28.8% on related loan growth of 2019) and Single-Pay loan balances stabilized in Canada sequentially. $17.0 million, or 30.0%.

Ancillary revenues increased 36.5%6.1% versus the same quarter a year ago,prior-year period, primarily due to the sale of insurance products to InstallmentOpen-End and Open-EndInstallment loan customers in Canada. Ancillary revenue in Canada for the first quarter of 2020 included $9.1 million of revenue related to the sale of insurance products. The $9.1 million of revenue is comprised of $5.8 million of commissions earned from the sale of third-party insurance premiums at the time of sale and $3.3 million from a profit-sharing arrangement with this third-party. The amount we earn under the profit-sharing arrangement is dependent upon the level of claims adjudicated, which are related to our customers. We maintain no guarantees as to the level of profit earned by the third party and do not have any


obligations under the terms of the agreement with the third-party. Recoveries under the insurance program are recognized as they are approved by the insurance provider.

The following charts presentdepict the revenue composition,contribution, including CSO fees, of the products and services that we currently offer for the three months ended March 31, 2019 and 2018:periods indicated:
chart-58500aa90183567a816.jpgchart-aabb5a5b3b1e501490b.jpgchart-c7308d7f4c514b8f6e7.jpgchart-f3932709aa444e0a967.jpg
For the three months ended March 31, 20192020 and 2018,2019, revenue generated through our online channel was 46%47% and 41%46%, respectively, of consolidated revenue.

Gross Combined Loans Receivable

The following table reconciles Company Owned gross loans receivable, a GAAP-basis balance sheet measure, with reconciliation to Gross combined loans receivable, a non-GAAP measure(1). Gross combined loans receivables includes loans originated by third-party lenders through CSO programs, which are not included in our unaudited Condensed Consolidated Financial Statements but from which we earn revenue by providing a guarantee to the unaffiliated lender (in millions, unaudited):

 As of
 March 31, 2020December 31, 2019September 30, 2019June 30, 2019March 31, 2019
Company Owned gross loans receivable$564.4
$665.8
$657.6
$609.6
$553.2
Gross loans receivable Guaranteed by the Company55.9
76.7
73.1
67.3
61.9
Gross combined loans receivable (1)
$620.3
$742.5
$730.7
$676.9
$615.1
(1) See "Non-GAAP Financial Measures" below for definition and additional information.



Gross combined loans receivable by product is presented below:

chart-f98590102e9155548bf.jpg
Gross combined loans receivable increased $5.3 million, or 0.9%, to $620.4 million as of March 31, 2020 from $615.1 million as of March 31, 2019, as growth in Open-End loans of 30.0% and 30.5% in the U.S. and Canada, respectively, offset the decline in Installment CSO and Single-Pay loans and any decrease in volume in the last two weeks of March 2020 as a result of COVID-19. Gross combined loans receivable performance by product is explained further in the following sections.

Loan Volume and Portfolio Performance Analysis

Unsecured Installment Loans

Unsecured Installment revenue and related gross combined loans receivable increaseddecreased $13.4 million, or 9.8%, and $44.2 million, or 20.0%, respectively, from the prior year quarterprior-year period, primarily due to growth in the U.S., primarilyregulatory changes in California, and CSO. effective January 1, 2020.

Unsecured Installment gross combinedloans in California represented $51.5 million, or 41.8%, of total Company Owned Unsecured Installment loans as of March 31, 2020, a decrease of $38.1 million from $89.6 million, or 55.4%, as of March 31, 2019. Excluding California, Company Owned Unsecured Installment loans receivable grew $11.2decreased $0.5 million, or 5.3%0.7%, comparedfrom the prior-year period, while revenues increased $0.1 million, or 0.3%, year-over-year.

Unsecured Installment loans Guaranteed by the Company declined $5.6 million year-over-year due to regulatory changes in Ohio, effective May 1, 2019. As a result, we no longer operate as a CSO in Ohio, which accounted for $5.1 million of Unsecured Installment loans Guaranteed by the Company as of March 31, 2018, despite a decline in Canada of $22.6 million due to mix shift to Open-End loans. In the U.S., Unsecured Installment gross combined loans receivable increased 19.5% year-over-year. Canada was negatively impacted by the growth and customer preference of Open-End during 2018, as further discussed below. In Canada, total2019. Unsecured Installment loan originationsbalances Guaranteed by the Company declined $14.5 million, or 66.3%, fromin the last two weeks of the first quarter of 2018 also2020 due primarily to mix shift. U.S. originations were up $12.1 million, or 9.5%, versus the prior-year quarter.impacts of COVID-19.

The net charge-off (“NCO”)NCO rate for Company Owned Unsecured Installment gross loans receivablesreceivable in the first quarter of 20192020 increased approximately 377 bps from the first quarter of 2018,155 basis points ("bps") year-over-year, primarily due to geographica mix shift away from Canada to the U.S. Canadian balances were down $22.6 million compared to the prior year due to shifting customer preference from Installment to Open-End, while U.S. balances grew $28.4 million due to customer demand and higher advertising spend. AsCalifornia as a result the U.S. percentage mixof regulatory changes. California NCO rates for Unsecured Installment loans are historically lower than our other major states. California comprised 46.4% of total U.S. Company Owned Unsecured Installment gross loans receivable rose from 76.4% last yearas of March 31, 2020 compared to 91.2% this year. 60.7% as of March 31, 2019.

The absolute level of NCO rates in the U.S. is higher than Canada, so the relative growth in the U.S. balances resulted in an overall increase in the consolidated NCO rate forUnsecured Installment Company Owned Unsecured Installment loans. In addition, the NCO rate in the U.S. roseallowance coverage increased year-over-year, from 20.5% in the first quarter20.8% as of 2018March 31, 2019 to 23.3% in the first quarter23.5% as of 2019, because of both credit-line increases and expansion of the Avio brand. As an immature portfolio, Avio has higher relative NCO rates.
The required Unsecured Installment Allowance for loan losses as a percentage of Company Owned Unsecured Installment gross loans receivable ("allowance coverage") increased sequentially from 19.8% to 20.8%,March 31, 2020, primarily as a result of higherthe previously mentioned increase in U.S. NCO rates. Past-due Company Owned Unsecured Installment gross loans receivablerates and Allowance Build. Sequentially (described within this release as a percentagethe change from the fourth quarter of related total receivables2019 to the first quarter of 2020), allowance coverage and past-due balances increased 230 bpsfrom 22.1% to 25.2%23.5% and from 22.9% in the prior-year quarter on a consolidated basis. 26.8% to 28.4%, respectively, as of March 31, 2020.

NCO rates for Unsecured Installment loans Guaranteed by the Company decreased 314improved 115 bps compared to the same quarter in 2018.prior-year period. The required CSO liability for losses decreased sequentiallyincreased year-over-year, from 15.0% to 14.4% duringfor the first quarter of 2019 to 16.9% for the first quarter of 2020, due primarily to improving NCOAllowance Build. Sequentially, allowance coverage and past-due rate comparisons.


balances increased from 14.2% to 16.9% and from 16.8% to 17.1%, respectively, for the three months ended March 31, 2020.



2019 20182020 2019
(dollars in thousands, unaudited)First
Quarter
 Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
First Quarter Fourth QuarterThird QuarterSecond QuarterFirst
Quarter
Unsecured Installment loans:      
Revenue - Company Owned$65,542
 $69,748
$64,146
$54,868
$58,437
$55,569
 $63,428
$65,809
$59,814
$65,542
Provision for losses - Company Owned33,845
 39,565
32,946
23,219
24,739
26,182
 33,183
31,891
33,514
33,845
Net revenue - Company Owned$31,697
 $30,183
$31,200
$31,649
$33,698
$29,387
 $30,245
$33,918
$26,300
$31,697
Net charge-offs - Company Owned$37,919
 $37,951
$27,308
$26,527
$30,001
$32,775
 $35,729
$28,973
$31,970
$37,919
Revenue - Guaranteed by the Company$70,236
 $75,559
$73,514
$60,069
$66,942
$66,840
 $72,183
$71,424
$62,298
$70,236
Provision for losses - Guaranteed by the Company27,422
 37,352
39,552
26,974
23,556
26,338
 34,858
36,664
28,336
27,422
Net revenue - Guaranteed by the Company$42,814
 $38,207
$33,962
$33,095
$43,386
$40,502
 $37,325
$34,760
$33,962
$42,814
Net charge-offs - Guaranteed by the Company$30,421
 $38,522
$37,995
$25,667
$30,743
$27,749
 $34,486
$35,916
$27,486
$30,421
Unsecured Installment gross combined loans receivable:      
Company Owned$161,716
 $190,403
$185,130
$160,285
$155,957
$123,118
 $160,782
$174,489
$164,722
$161,716
Guaranteed by the Company (1)(2)
59,740
 77,451
75,807
66,351
54,332
54,097
 74,317
70,704
65,055
59,740
Unsecured Installment gross combined loans receivable (1)(2)
$221,456
 $267,854
$260,937
$226,636
$210,289
$177,215
 $235,099
$245,193
$229,777
$221,456
Average gross loans receivable:      
Average Unsecured Installment gross loans receivable - Company Owned(3)$176,060
 $187,767
$172,708
$158,121
$168,773
$141,950
 $167,636
$169,606
$163,219
$176,060
Average Unsecured Installment gross loans receivable - Guaranteed by the Company(3)$68,596
 $76,629
$71,079
$60,342
$64,744
$64,207
 $72,511
$67,880
$62,398
$68,596
Allowance for loan losses and CSO liability for losses:      
Unsecured Installment Allowance for loan losses (3)
$33,666
 $37,716
$36,160
$30,291
$33,638
$28,965
 $35,587
$38,127
$35,223
$33,666
Unsecured Installment CSO liability for losses (3)
$8,584
 $11,582
$12,750
$11,193
$9,886
$9,142
 $10,553
$10,181
$9,433
$8,583
Unsecured Installment Allowance for loan losses as a percentage of Unsecured Installment gross loans receivable20.8% 19.8%19.5%18.9%21.6%23.5% 22.1%21.9%21.4%20.8%
Unsecured Installment CSO liability for losses as a percentage of Unsecured Installment gross loans guaranteed by the Company14.4% 15.0%16.8%16.9%18.2%16.9% 14.2%14.4%14.5%14.4%
Unsecured Installment past-due balances:      
Unsecured Installment gross loans receivable$40,801
 $49,087
$49,637
$36,125
$35,647
$34,966
 $43,100
$46,537
$38,037
$40,801
Unsecured Installment gross loans guaranteed by the Company$7,967
 $11,708
$12,120
$10,319
$8,410
$9,232
 $12,477
$11,842
$10,087
$7,967
Past-due Unsecured Installment gross loans receivable -- percentage (2)
25.2% 25.8%26.8%22.5%22.9%28.4% 26.8%26.7%23.1%25.2%
Past-due Unsecured Installment gross loans guaranteed by the Company -- percentage (2)
13.3% 15.1%16.0%15.6%15.5%17.1% 16.8%16.7%15.5%13.3%
Unsecured Installment other information:      
Originations - Company Owned$78,515
 $114,182
$121,415
$114,038
$89,183
$55,941
 $87,080
$107,275
$102,792
$78,515
Originations - Guaranteed by the Company (1)
$68,899
 $89,319
$91,828
$84,082
$60,593
$64,836
 $91,004
$89,644
$80,445
$68,899
Unsecured Installment ratios:      
Provision as a percentage of gross loans receivable - Company Owned20.9% 20.8%17.8%14.5%15.9%21.3% 20.6%18.3%20.3%20.9%
Provision as a percentage of gross loans receivable - Guaranteed by the Company45.9% 48.2%52.2%40.7%43.4%48.7% 46.9%51.9%43.6%45.9%
(1) Includes loans originated by third-party lenders through CSO programs, which are not included in the Condensed Consolidated Financial Statements.
(2) Non-GAAP measure - Refer to "Non-GAAP Financial Measures" for further details.
(3) Allowance for loan losses is reported as a contra-asset reducing gross loans receivable while the CSO liability for losses is reported as a liability on the Condensed Consolidated Balance Sheets.
(1) Includes loans originated by third-party lenders through CSO programs, which are not included in our unaudited Condensed Consolidated Financial Statements.
(1) Includes loans originated by third-party lenders through CSO programs, which are not included in our unaudited Condensed Consolidated Financial Statements.
(2) Non-GAAP measure. For a description of each non-GAAP metric, see "Non-GAAP Financial Measures."(2) Non-GAAP measure. For a description of each non-GAAP metric, see "Non-GAAP Financial Measures."
(3) We calculate Average gross loans receivable, which we utilize to calculate product yield and NCO rates, as average of beginning of quarter and end of quarter gross loans receivable.(3) We calculate Average gross loans receivable, which we utilize to calculate product yield and NCO rates, as average of beginning of quarter and end of quarter gross loans receivable.
(4) We report Allowance for loan losses as a contra-asset reducing gross loans receivable and the CSO liability for losses as a liability on our unaudited Condensed Consolidated Balance Sheets.(4) We report Allowance for loan losses as a contra-asset reducing gross loans receivable and the CSO liability for losses as a liability on our unaudited Condensed Consolidated Balance Sheets.



Secured Installment Loans

Secured Installment revenue and the related gross combined loans receivable balancesfor the three months ended March 31, 2020 decreased 4.3% and 10.4%, respectively, compared to the prior-year period, primarily as a result of regulatory changes in California, effective January 1, 2020. California accounted for $28.6 million, or 38.5%, of total Secured Installment gross combined loans receivable as of March 31, 2019 increased by $0.62020, a decrease of $14.8 million from $43.5 million, or 0.7%52.3%, compared toas of March 31, 2018 while related Secured Installment revenue grew 2.3%. The NCO rate was fairly stable and the past-due rate improved 120 bps year-over-year.2019. Secured Installment Allowance for loan losses and CSO liability for losses as a percentage of Secured Installment gross combined loans receivable decreasedincreased year-over-year from 11.9%, and sequentially from 13.2%11.5% to 11.9% during13.1% for the first quarter of 2019.

three months ended March 31, 2020, due to Allowance Build.
2019 20182020 2019
(dollars in thousands, unaudited)First
Quarter
 Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
First Quarter Fourth QuarterThird QuarterSecond QuarterFirst
Quarter
Secured Installment loans:        
Revenue$27,477
 $29,482
$28,562
$25,777
$26,856
$26,286
 $28,690
$28,270
$26,076
$27,477
Provision for losses7,080
 12,035
10,188
7,650
6,640
9,682
 11,492
8,819
7,821
7,080
Net revenue$20,397
 $17,447
$18,374
$18,127
$20,216
$16,604
 $17,198
$19,451
$18,255
$20,397
Net charge-offs$9,822
 $11,132
$9,285
$9,003
$8,669
$10,284
 $11,548
$8,455
$7,630
$9,822
Secured Installment gross combined loan balances:      
Secured Installment gross combined loans receivable (3)(2)
$83,087
 $95,922
$94,194
$87,434
$82,534
$74,405
 $90,411
$92,478
$87,718
$83,087
Average Secured Installment gross combined loans receivable(3)$89,505
 $95,058
$90,814
$84,984
$87,676
$82,408
 $91,445
$90,098
$85,403
$89,505
Secured Installment Allowance for loan losses and CSO liability for losses (3)(4)
$9,874
 $12,616
$11,714
$10,812
$12,165
$9,773
 $10,375
$10,431
$10,067
$9,874
Secured Installment Allowance for loan losses and CSO liability for losses as a percentage of Secured Installment gross combined loans receivable11.9% 13.2%12.4%12.4%14.7%13.1% 11.5%11.3%11.5%11.9%
Secured Installment past-due balances:      
Secured Installment past-due gross loans receivable and gross loans guaranteed by the Company$13,866
 $17,835
$17,754
$15,246
$14,756
$15,612
 $17,902
$17,645
$14,570
$13,866
Past-due Secured Installment gross loans receivable and gross loans guaranteed by the Company -- percentage (2)
16.7% 18.6%18.8%17.4%17.9%
Past-due Secured Installment gross loans receivable and gross loans guaranteed by the Company -- percentage (1)(2)
21.0% 19.8%19.1%16.6%16.7%
Secured Installment other information:      
Originations (1)(2)
$33,490
 $49,217
$51,742
$53,597
$34,750
$20,990
 $40,961
$45,990
$49,051
$33,490
Secured Installment ratios:      
Provision as a percentage of gross combined loans receivable8.5% 12.5%10.8%8.7%8.0%13.0% 12.7%9.5%8.9%8.5%
(1) Includes loans originated by third-party lenders through CSO programs, which are not included in the Condensed Consolidated Financial Statements.
(2) Non-GAAP measure - Refer to "Non-GAAP Financial Measures" for further details.
(3) Allowance for loan losses is reported as a contra-asset reducing gross loans receivable while the CSO liability for losses is reported as a liability on the Condensed Consolidated Balance Sheets.
(1) Non-GAAP measure. For a description of each non-GAAP metric, see "Non-GAAP Financial Measures."(1) Non-GAAP measure. For a description of each non-GAAP metric, see "Non-GAAP Financial Measures."
(2) Includes loans originated by third-party lenders through CSO programs, which are not included in our unaudited Condensed Consolidated Financial Statements.(2) Includes loans originated by third-party lenders through CSO programs, which are not included in our unaudited Condensed Consolidated Financial Statements.
(3) We calculate Average gross loans receivable, which we utilize to calculate product yield and NCO rates, as beginning of quarter and end of quarter gross loans receivable.(3) We calculate Average gross loans receivable, which we utilize to calculate product yield and NCO rates, as beginning of quarter and end of quarter gross loans receivable.
(4) We report Allowance for loan losses as a contra-asset reducing gross loans receivable and the CSO liability for losses as a liability on our unaudited Condensed Consolidated Balance Sheets.(4) We report Allowance for loan losses as a contra-asset reducing gross loans receivable and the CSO liability for losses as a liability on our unaudited Condensed Consolidated Balance Sheets.


Open-End Loans

Open-End loan balances as of March 31, 20192020 increased by $189.2$73.2 million, or 30.4% ($89.7 million, or 37.2%, on a constant-currency basis), compared to March 31, 2018,2019, on 30.5% (39.5% on a constant-currency basis) growth in Canada and 30.0% growth in the U.S.

Consolidated Open-End NCO rate during the three months ended March 31, 2020 improved 160 bps versus the prior-year period, primarily due toas a result of seasoning of the launchCanada portfolio, which improved 165 bps year-over-year on a pro forma basis as described below. The Open-End Allowance for loan losses as a percentage of Open-End in Canada in late 2017, which accounted for $167.1 million of the total loan growth. Open-End balances in Canada grew $26.0 milliongross loans receivable increased sequentially from 16.4% to 18.0% for the fourth quarterthree months ended March 31, 2020 because of 2018 ($22.2 million on a constant currency basis). Remaining year-over-year loan growth was driven by the organic growth in seasoned markets, such as Virginia, Tennessee and Kansas.Allowance Build.

Q1 2019 Open-End Loss Recognition Change

Effective January 1, 2019, we modified the timeframe inover which we charge-off Open-End loans and made related refinements to our loss provisioning methodology. Prior to January 1, 2019, we deemed Open-End loans uncollectible and charged-off when a customer missed a scheduled payment and the loan was considered past-due. Because of our continuing shift to Open-End loans in Canada and our analysis of payment patterns on early-stage versus late-stage delinquencies, we revised our estimates and now consider Open-End loans uncollectible when the loan has been contractually past-due for 90 consecutive days. Consequently, past-due Open-End loans and related accrued interest now remain in loans receivable for 90 days before being charged off against the allowance for loan losses. All recoveries on charged-off loans are credited to the allowance for loan losses. We evaluate the adequacy of the allowance for loan losses compared to the related gross loans receivable balances that include accrued interest.

Prospectively from January 1, 2019, past-due, unpaid balances plus related accrued interest charge-off on day 91.

The aforementioned change was treated as a change in accounting estimate for accounting purposes and applied prospectively beginning January 1, 2019.

The change affects comparability to prior periods as follows:

Gross combined loans receivable: balances as of March 31, 2019 include $32.4 million of Open-End loans that are up to 90 days past-due with related accrued interest, while such balances for prior periods do not include any past-due loans.

Revenues: for the quarter ended March 31, 2019, revenues include accrued interest on past-due loan balances of $8.9 million, while revenues in prior periods do not include comparable amounts.

Provision for Losses: prospectively, past-due, unpaid balances plus related accrued interest charge-off on day 91. Provision expense is affected by total charge-offs less total recoveries ("NCOs") plus changes to the required allowance for loan losses. Because NCOs prospectively include unpaid principal and up to 90 days of related accrued interest, NCO amounts and rates are higher and the required Open-End Allowance for loan losses as a percentage of Open-End gross loans receivable is higher. The Open-End Allowance for loan losses as a percentage of Open-End gross loans receivable rose from 9.6% as of December 31, 2018 to 19.5% as of March 31, 2019.


The following table reports first quarter2019 Open-End loan performance including the effect of the Q1 2019 Open-End Loss Recognition Change:
2019 20182020 2019
(dollars in thousands, unaudited)First
Quarter
 Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
First Quarter Fourth QuarterThird QuarterSecond QuarterFirst
Quarter
Open-End loans:      
Revenue$52,869
 $47,228
$40,290
$27,222
$27,223
$70,982
 $71,295
$66,120
$54,972
$52,869
Provision for losses25,317
 28,337
31,686
14,848
11,428
40,991
 37,816
31,220
29,373
25,317
Net revenue$27,552
 $18,891
$8,604
$12,374
$15,795
$29,991
 $33,479
$34,900
$25,599
$27,552
Net charge-offs(1)$(1,521) $25,218
$23,579
$11,924
$10,972
$37,098
 $37,426
$28,202
$25,151
$(1,521)
Open-End gross loan balances:      
Open-End gross loans receivable$240,790
 $207,333
$184,067
$91,033
$51,564
$314,006
 $335,524
$314,971
$283,311
$240,790
Average Open-End gross loans receivable(1)$224,062
 $195,700
$137,550
$71,299
$49,756
$324,765
 $325,248
$299,141
$262,051
$224,062
Open-End allowance for loan losses:      
Allowance for loan losses$46,963
 $19,901
$18,013
$9,717
$6,846
$56,458
 $55,074
$54,233
$51,717
$46,963
Open-End Allowance for loan losses as a percentage of Open-End gross loans receivable19.5% 9.6%9.8%10.7%13.3%18.0% 16.4%17.2%18.3%19.5%
Open-End past-due balances:      
Open-End past-due gross loans receivable$32,444
 $
$
$
$
$49,987
 $50,072
$46,053
$35,395
$32,444
Past-due Open-End gross loans receivable - percentage13.5% %%%%15.9% 14.9%14.6%12.5%13.5%
(1) We calculate Average gross loans receivable, which we utilize to calculate product yield and NCO rates, as average of beginning of quarter and end of quarter gross loans receivable.
(1) We calculate Average gross loans receivable, which we utilize to calculate product yield and NCO rates, as average of beginning of quarter and end of quarter gross loans receivable.

In addition, theThe following table illustrates, on a non-GAAP pro forma basis, the 2019 quarterly results in the first quarter of 2019as if the Q1 2019 Open-End Loss Recognition Change had been applied to our outstanding Open-End loan portfolio as of December 31, 2018. This table is illustrative of retrospective application to determine the NCOs that would have been incurred in firsteach quarter of 2019 from the December 31, 2018 loan book. The primary purpose of this pro forma illustration is primarily to provide a representative level of NCO rates from applying the Q1 2019 Open-End Loss Recognition Change.

Pro Forma 2019
(dollars in thousands, unaudited) First Quarter
Open-End loans:  
Revenue $52,869
Provision for losses 25,317
Net revenue $27,552
Net charge-offs $31,788
Open-End gross loan balances:  
Open-End gross loans receivable $240,790
Average Open-End gross loans receivable $245,096
Net-charge offs as a percentage of average gross loans receivable 13.0%
Open-End allowance for loan losses:  
Allowance for loan losses $46,963
Open-End Allowance for loan losses as a percentage of Open-End gross loans receivable 19.5%
Open-End past-due balances:  
Open-End past-due gross loans receivable $32,444
Past-due Open-End gross loans receivable - percentage 13.5%








Pro Forma 2019
(dollars in thousands, unaudited) Fourth QuarterThird QuarterSecond QuarterFirst Quarter
Open-End loans:     
Pro Forma Net charge-offs $38,748
$29,762
$29,648
$31,788
Open-End gross loan balances:     
Open-End gross loans receivable $335,524
$314,971
$283,311
$240,790
Pro Forma Average Open-End gross loans receivable (1)
 $325,248
$299,141
$262,051
$245,096
Pro Forma Net-charge offs as a percentage of average gross loans receivable 11.9%9.9%11.3%13.0%
(1)  We calculate Average gross loans receivable, which we utilize to calculate product yield and NCO rates, as average of beginning of quarter and end of quarter gross loans receivable.

Single-Pay

Single-Pay revenue and related loans receivable during the three months ended March 31, 2019 declined year-over-year compared to the three months ended March 31, 2018, primarily due to regulatory changes in Canada (rate changes in Ontario and British Columbia) that accelerated the shift to Open-End loans, as well as a continued general product shift away from Single-Pay to Installment and Open-End loans in the U.S. and Canada. The aforementioned Open-End growth in Canada ($167.1 million year-over-year) in part came at the expense of Single-Pay loan balances, which shrank year-over-year by $15.4 million. The Single-Pay NCO rate improved 160 bps year-over-year.
 2019 2018
(dollars in thousands, unaudited)First
Quarter
 Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
Single-pay loans:      
Revenue$46,761
 $49,696
$50,614
$58,325
$60,357
Provision for losses8,268
 12,825
12,757
13,101
9,892
Net revenue$38,493
 $36,871
$37,857
$45,224
$50,465
Net charge-offs$8,610
 $11,838
$12,892
$12,976
$11,518
Single-Pay gross loan balances:      
Single-Pay gross loans receivable$69,753
 $80,823
$77,390
$84,665
$82,041
Average Single-Pay gross loans receivable$75,288
 $79,107
$81,028
$83,353
$88,285
Single-Pay Allowance for loan losses$3,897
 $4,189
$3,293
$3,604
$3,514
Single-Pay Allowance for loan losses as a percentage of Single-Pay gross loans receivable5.6% 5.2%4.3%4.3%4.3%

Gross Combined Loans Receivable

The following table summarizes Company Owned gross loans receivable, a GAAP balance sheet measure, and reconciles it to gross combined loans receivable, a non-GAAP measure(1), including loans originated by third-party lenders through CSO programs, which are not included in our Condensed Consolidated Financial Statements but from which we earn revenue and for which we provide a guarantee to the lender:
 For the Period Ended
(in millions)March 31, 2019December 31, 2018September 30, 2018June 30, 2018March 31, 2018
Company Owned gross loans receivable$553.2
$571.5
$537.8
$420.6
$369.3
Gross loans receivable Guaranteed by the Company61.9
80.4
78.8
69.2
57.1
Gross combined loans receivable$615.1
$651.9
$616.6
$489.8
$426.4
(1) See "Non-GAAP Financial Measures" below for definition and additional information.



Gross combined loans receivable by product are presented below (year-over-year sequential comparisons for Open-End are affected by the Q1 2019 Open-End Loss Recognition Change):
chart-6d02f673acca54b494f.jpg

Gross combined loans receivable increased $188.7$1.6 million, or 44.2%, to $615.1 million as of March 31, 2019 compared to $426.4 million as of March 31, 2018. Geographically, gross combined loans receivable grew 18.4% and 125.8%, respectively, in the U.S. and Canada, explained further by product in the following sections. Sequentially, gross combined loans receivable declined $36.8 million, or 5.7%3.4%, for the three months ended March 31, 20192020 compared to $65.6 million, or 13.3%,the prior-year period, primarily due to lower volume during the last two weeks of the first quarter of 2020, attributable primarily to the impact of COVID-19. The Single-Pay Allowance for the three months ended March 31, 2018 on expected and normal seasonal trendsloan losses as a percentage of Single-Pay gross loans receivable increased sequentially from U.S. federal income tax refunds. The sequential decline for the three months ended March 31, 2019 was offset by continued growth in Canada Open-End products, discussed further below.7.2% to 8.6% because of Allowance Build.
 2020 2019
(dollars in thousands, unaudited)First Quarter Fourth QuarterThird QuarterSecond QuarterFirst
Quarter
Single-pay loans:      
Revenue$45,157
 $49,844
$49,312
$45,528
$46,761
Provision for losses9,639
 12,289
14,736
12,446
8,268
Net revenue$35,518
 $37,555
$34,576
$33,082
$38,493
Net charge-offs$10,517
 $12,145
$13,913
$11,458
$8,610
Single-Pay gross loan balances:      
Single-Pay gross loans receivable$54,728
 $81,447
$78,039
$76,126
$69,753
Average Single-Pay gross loans receivable (1)
$68,088
 $78,787
$77,083
$72,940
$75,288
Single-Pay Allowance for loan losses$4,693
 $5,869
$5,662
$4,941
$3,897
Single-Pay Allowance for loan losses as a percentage of Single-Pay gross loans receivable8.6% 7.2%7.3%6.5%5.6%
(1)  We calculate Average gross loans receivable, which we utilize to calculate product yield and NCO rates, as average of beginning of quarter and end of quarter gross loans receivable.



Consolidated Results of Operations - CURO Group Consolidated Operations
Condensed Consolidated Statements of Operations
(Unaudited)(in thousands, unaudited)
(in thousands, unaudited)Three Months Ended March 31,
20192018Change $Change %
Three Months Ended March 31,
20202019Change $Change %
Revenue$277,939
$250,843
$27,096
10.8 %$280,806
$277,939
$2,867
1.0 %
Provision for losses102,385
76,883
25,502
33.2 %113,536
102,385
11,151
10.9 %
Net revenue175,554
173,960
1,594
0.9 %167,270
175,554
(8,284)(4.7)%
Advertising costs7,786
7,885
(99)(1.3)%12,219
7,786
4,433
56.9 %
Non-advertising costs of providing services62,271
60,229
2,042
3.4 %55,352
62,271
(6,919)(11.1)%
Total cost of providing services70,057
68,114
1,943
2.9 %67,571
70,057
(2,486)(3.5)%
Gross margin105,497
105,846
(349)(0.3)%99,699
105,497
(5,798)(5.5)%
    
Operating expense    
Corporate, district and other expenses49,088
35,429
13,659
38.6 %42,807
49,088
(6,281)(12.8)%
Interest expense17,690
22,354
(4,664)(20.9)%17,324
17,690
(366)(2.1)%
Loss on extinguishment of debt
11,683
(11,683)#
Loss from equity method investment1,618

1,618
#
Total operating expense66,778
69,466
(2,688)(3.9)%61,749
66,778
(5,029)(7.5)%
Income from continuing operations before income taxes38,719
36,380
2,339
6.4 %37,950
38,719
(769)(2.0)%
Provision for income taxes10,046
11,467
(1,421)(12.4)%1,937
10,046
(8,109)(80.7)%
Net income from continuing operations28,673
24,913
3,760
15.1 %36,013
28,673
7,340
25.6 %
Net income (loss) from discontinued operations, net of tax8,375
(1,621)9,996
#
Net income from discontinued operations, net of tax292
8,375
(8,083)(96.5)%
Net income$37,048
$23,292
$13,756
59.1 %$36,305
$37,048
$(743)(2.0)%
# - Change greater than 100% or not meaningful.
# - Variance greater than 100% or not meaningful# - Variance greater than 100% or not meaningful

For the three months ended March 31, 20192020 and 20182019

Revenue and Net Revenue
Revenue increased $27.1$2.9 million, or 10.8%1.0%, to $280.8 million for the three months ended March 31, 2020, from $277.9 million for the three months ended March 31, 2019. U.S. revenue decreased 1.9% primarily due to regulatory changes in California. Excluding California, U.S. revenue increased 4.6%, primarily driven by Open-End growth. Canadian revenue increased 13.9% primarily due to growth in Open-End loans and the sale of payment protection insurance to Canadian Installment and Open-End customers.

Provision for losses increased by $11.2 million, or 10.9%, for the three months ended March 31, 2020 compared to the prior-year period. The increase in provision for loan losses was primarily from $12.0 million of Allowance Build, as discussed in more detail in the "—Loan Volume and Portfolio Performance Analysis" above and "—Segment Analysis" below.

Cost of Providing Services

Non-advertising costs of providing services decreased $6.9 million, or 11.1%, to $55.4 million in the three months ended March 31, 2020, compared to $62.3 million in the three months ended March 31, 2019. Of the $6.9 million decrease, $4.7 million is related to third-party collection costs, incurred in 2019 related to Ad Astra, which were included in Non-advertising costs of providing services. Following our acquisition of Ad Astra on January 3, 2020, its operating costs are included within "Corporate, district and other expenses," consistent with presentation of our other internal collection costs. The remaining decrease year-over-year in Non-advertising costs of providing services is from $250.8headcount reductions in the three months ended March 31, 2019 and discretionary variable compensation comparisons.

Advertising costs increased $4.4 million, or 56.9%, year-over-year. We historically reduced advertising and customer acquisition costs seasonally in the first quarter of the year (concentrated in February) because of the impact on customers of U.S. federal income tax refunds. In the three months ended March 31, 2020, based on improved underwriting and evaluation of the seasonal opportunity, we increased advertising costs through the traditional tax refund season. We subsequently reduced advertising costs in the last three weeks of March 2020 because of COVID-19-related considerations.



Operating Expenses

Corporate, district and other expenses were $42.8 million for the three months ended March 31, 2018. Revenue for2020, a decrease of $6.3 million, or 12.8%, compared to the three months ended March 31, 2019. Corporate, district and other expenses in the three months ended March 31, 2020 include $3.5 million of collection costs related to Ad Astra, which were included in Non-advertising costs of providing services prior to its acquisition. For the three months ended March 31, 2020, corporate, district and other expenses include (i) $1.1 million of legal and other costs described in our reconciliation to Adjusted Net Income in "—Supplemental Non-GAAP Financial Information" below, and (ii) $3.2 million of share-based compensation costs. For the three months ended March 31, 2019, includes accrued interest on past-due Open-End loan balancescorporate district and other expenses include (i) U.K. related costs of $8.9$7.8 million from the Q1 2019 Open-End Loss Recognition Change, offset by higher provision rate and higher allowance discussed further below. U.S. revenue increased 10.5% driven by volume growth. Canadian revenue increased 12.0% (13.9% on a constant currency basis)severance costs of $1.8 million as volume growth offset yield compression from negative regulatory impacts on Single-Pay loan rates and the significant product mix-shift to Open-End loans.
Provision for losses increased $25.5 million, or 33.2%, to $102.4 million for the three months ended March 31, 2019 from $76.9 million for the three months ended March 31, 2018 because of the Q1 2019 Open-End Loss Recognition Change, increased earning asset volume year-over-year and higher NCO rates as further described in "--Segment Analysis" below.our reconciliation to Adjusted Net Income in "—Supplemental Non-GAAP Financial Information" below, and (ii) share-based compensation costs of $2.2 million.
Cost
Excluding Ad Astra costs, share-based compensation expense and other costs described above, comparable corporate, district and other expenses decreased $2.4 million year-over-year, primarily due to the timing and extent of Providing Services
The total cost of providing services increased $1.9 million, or 2.9%, to $70.1 millionvariable compensation in the three months ended March 31, 2019 comparedand market-based changes in deferred compensation plan assets and liabilities.

We account for our investment in Katapult under the equity method. We record our pro rata share of Katapult's income or losses in the unaudited Condensed Consolidated Statement of Operations with a corresponding adjustment to $68.1 millionthe carrying value of our investment in "Other assets" on the unaudited Condensed Consolidated Balance Sheet. For the three months ended March 31, 2018, primarily because2020, our share of increased loan servicing costs on higher volume, higher performance-based variable compensation and $0.2 million of restructuring costs to better align our store staffing with in-store customer traffic growth as more of our customers transact with us digitally.Katapult's loss was $1.6 million.
Operating Expenses
Corporate, district and other expenses increased $13.7 million, or 38.6%, primarily as a result of $7.8 millionInterest Expense

Interest expense for the bondholder consent associatedthree months ended March 31, 2020 remained consistent with discontinuing our U.K. operations and other related U.K. separation costs, $1.5 million of restructuring costs from our previously-announced reduction-in-force during January 2019, higher professional fees associated with our first year-end for full compliance with Sarbanes-Oxley, and higher performance-based variable compensation.the prior-year period on flat year-over-year average borrowing.

Provision for Income Taxes

The effective income tax rate from continuing operations for the three months ended March 31, 20192020 was 25.9%5.1%, compared to 31.5%a tax rate of 25.9% for the three months ended March 31, 2018. As a result of the Tax Cuts and Jobs Act of 2017 (the "2017 Tax Act"), the corporate income tax rate for the U.S. decreased from 35%2019. The decrease in 2017 to 21%, effective 2018. The income tax provision for the three months ended March 31, 2018 included accruals of $1.2 million for adjustments to estimates of the tax on prior years' foreign repatriation and $0.6 million for the then-new Global Intangible Low-Taxed Income ("GILTI") tax. The $1.2 million additional provision on prior years' foreign repatriation was the result of additional interpretative guidance from the IRS issued during the


first quarter of 2018. These two items increased the effective income tax rate by 4.9 percentage points.was primarily due to a tax benefit from the CARES Act, which was enacted on March 27, 2020 in response to the COVID-19 pandemic. The CARES Act, among other things, allows NOLs incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid Federal income taxes. In the first quarter of 2020, we recorded an income tax benefit of $9.1 million related to the carry-back of NOL from tax years 2018 and 2019, which will offset pre-tax reform years and generate a refund of previously paid taxes at 35%. In addition, losses from our equity method investment in Katapult are not tax deductible. Excluding the impact of these items, the CARES Act and Katapult, our adjusted effective income tax rate for the three months ended March 31, 2018 would have been 26.6%2020 was 27.9%.



Segment Analysis

We report financial results for two reportable segments: the U.S. and Canada. Following is a summary of results of operations for the segment and period indicated:

indicated (in thousands, unaudited):
U.S. Segment ResultsThree Months Ended March 31,Three Months Ended March 31,
(dollars in thousands, unaudited)20192018Change $Change %
20202019Change $Change %
Revenue$226,119
$204,593
$21,526
10.5 %$221,768
$226,119
$(4,351)(1.9)%
Provision for losses84,980
64,333
20,647
32.1 %86,041
84,980
1,061
1.2 %
Net revenue141,139
140,260
879
0.6 %135,727
141,139
(5,412)(3.8)%
Advertising costs6,354
5,159
1,195
23.2 %10,945
6,354
4,591
72.3 %
Non-advertising costs of providing services44,982
43,757
1,225
2.8 %37,242
44,982
(7,740)(17.2)%
Total cost of providing services51,336
48,916
2,420
4.9 %48,187
51,336
(3,149)(6.1)%
Gross margin89,803
91,344
(1,541)(1.7)%87,540
89,803
(2,263)(2.5)%
Corporate, district and other expenses43,880
30,532
13,348
43.7 %37,650
43,880
(6,230)(14.2)%
Interest expense14,728
22,297
(7,569)(33.9)%14,846
14,728
118
0.8 %
Loss on extinguishment of debt
11,683
(11,683)#
Loss from equity method investment1,618

1,618
#
Total operating expense58,608
64,512
(5,904)(9.2)%54,114
58,608
(4,494)(7.7)%
Segment operating income31,195
26,832
4,363
16.3 %33,426
31,195
2,231
7.2 %
Interest expense14,728
22,297
(7,569)(33.9)%14,846
14,728
118
0.8 %
Depreciation and amortization3,726
3,407
319
9.4 %3,377
3,726
(349)(9.4)%
EBITDA49,649
52,536
(2,887)(5.5)%51,649
49,649
2,000
4.0 %
Loss on extinguishment of debt
11,683
(11,683) 
Restructuring and other costs1,617

1,617
 
Legal and other costs1,149
1,617
(468) 
Other adjustments(105)(59)(46) (141)(105)(36) 
Transaction-related costs7,817

7,817
 
Share-based cash and non-cash compensation2,172
1,842
330
 
U.K. related costs
7,817
(7,817) 
Share-based compensation3,194
2,172
1,022
 
Loss from equity method investment1,618

1,618
 
Adjusted EBITDA$61,150
$66,002
$(4,852)(7.4)%$57,469
$61,150
$(3,681)(6.0)%
# - Change greater than 100% or not meaningful.
# - Variance greater than 100% or not meaningful.# - Variance greater than 100% or not meaningful.

U.S. Segment Results - For the three months ended March 31, 20192020 and 20182019
First quarter
U.S. revenues increaseddecreased by $21.5$4.4 million, or 10.5%1.9%, to $226.1 million. U.S. revenue growth was driven by a $59.6$221.8 million, or 18.4%, increase in gross combined loans receivable to $383.4 million at March 31, 2019, compared to $323.8 million at March 31, 2018. Additionally, U.S. revenuethe prior-year period for the three months ended March 31, 2019 includes accrued interest on past-due2020, primarily due to regulatory changes in California. Excluding California, U.S. revenues increased by $7.8 million, or 4.6%, driven by a $17.0 million, or 30.0%, increase in Open-End loan balances of $7.6 million from the Q1 2019 Open-End Loss Recognition Change, offset by higher provision rate and higher allowance discussed further below. Unsecured Installment receivables increased year-over-year $33.8 million, or 19.5%. Open-End receivables increased $22.2 million, or 64.2% year-over-year, primarily because of organic growth in Virginia, Tennessee and Kansas. Secured Installment gross combined receivables increased from the prior year period by $0.6 million, or 0.7%, while Single-Pay receivables grew $3.1 million, or 9.3%.growth.

The increase of $20.6 million, or 32.1%, in the provision for losses wasdecreased $1.1 million, or 1.2%, as a result of the decline in total gross combined loans receivable, because of California regulatory changes, offset by changes in NCO rates and $5.3 million Allowance Build. For the three months ended March 31, 2020, quarterly NCO rates increased approximately 140 bps compared to the pro-forma prior-year period due to (i) the Q1 2019 Open-End Loss Recognition Change, (ii) year-over-yearInstallment portfolio mix shift to higher earning asset volume for Unsecured Installment loans, (iii) higherloss states, as well as loan balance declines late in March 2020 from COVID-19 impacts, which affected simple-average NCO rates, primarily for Company Owned Unsecured Installment loans, and (iv) the first quarter 2018 provision for losses, which was impacted favorably by adjustments to allowance coverage levels. The provision for loan losses and related loan portfolio performance is further analyzed under "Loan Volume and Performance Analysis" above.rate calculations.
U.S. cost
Non-advertising costs of providing services for the three months ended March 31, 2019 was $51.32020 of $37.2 million, an increasedecreased of $2.4$7.7 million, or 4.9%17.2%, compared to $48.9$45.0 million for the three months ended March 31, 2018.2019. The increasedecrease was primarily driven by the aforementioned $4.7 million of Ad Astra costs subsequent to our acquisition of it. The remaining decrease year-over-year in Non-advertising costs of providing services was from headcount reductions in the three months ended March 31, 2019 and discretionary variable compensation comparisons.

Advertising costs increased $4.6 million, or 72.3%, year-over-year. We historically reduced advertising costs and customer acquisition costs seasonally in the first quarter of the year (concentrated in February) because of the impact on customers of U.S. Federal income tax refunds. In the three months ended March 31, 2020, based on improved underwriting and evaluation of the seasonal opportunity, we increased advertising costs through the traditional tax refund season. We subsequently reduced advertising costs in the last three weeks of March 2020 because of COVID-19-related considerations.



Corporate, district and other expenses were $37.7 million for the three months ended March 31, 2020, a decrease of $6.2 million, or 14.2%, compared to the three months ended March 31, 2019. Corporate, district and other expenses for the three months ended March 31, 2020 include $3.5 million of collection costs related to Ad Astra, which were historically included in Non-advertising costs of providing services. For the three months ended March 31, 2020, corporate, district and other expenses include (i) $1.1 million of legal and other costs described in our reconciliation to Adjusted Net Income in "—Supplemental Non-GAAP Financial Information" below and (ii) $3.2 million of share-based compensation costs. For the three months ended March 31, 2019, corporate, district and other expenses include (i) U.K. related costs of $7.8 million and severance costs of $1.4 million as described in our reconciliation to Adjusted Net Income in "—Supplemental Non-GAAP Financial Information" below, and (ii) share-based compensation costs of $2.2 million.

Excluding these aforementioned items, comparable corporate district and other expenses decreased $2.6 million year-over-year, primarily due to $1.2 million, or 23.2%, higher advertising costs, concentrated in the online channel. Advertising as a percentagetiming and extent of revenue was 2.8%variable compensation for the three months ended March 31, 2019 up slightly from the prior-year period of 2.5%. The remaining increase is due to higher performance-based variableand market-based changes in deferred compensation costsplan assets and the aforementioned restructuring costs.
Corporate, district and other operating expenses increased $13.3 million, or 43.7%, compared to the same period in the prior year, primarily due to $7.8 million of U.K. disposition-related costs, $1.9 million higher performance-based variable compensation costs, $1.4 million of restructuring costs and $1.3 million higher professional fees.

liabilities.

U.S. interest expense for the first quarter of 2019 decreased by $7.6 million compared tothree months ended March 31, 2020 remained consistent with the prior-year period, primarily due to our refinancing activities in 2018. During the third quarter of 2018, we issued $690.0 million of 8.25% Senior Secured Notes and used the proceeds from the issuance to extinguish our higher interest-rate $527.5 million 12.00% Senior Secured Notes. In addition, we entered into a Non-Recourse Canada SPV Facility in the third quarter of 2018 with a lower interest rate than our previous U.S. SPV facility, which we fully repaid with the proceeds from our 8.25% Senior Secured Notes.period.

Canada Segment ResultsThree Months Ended March 31,Three Months Ended March 31,
(dollars in thousands, unaudited)20192018Change $Change %
20202019Change $Change %
Revenue$51,820
$46,250
$5,570
12.0 %$59,038
$51,820
$7,218
13.9 %
Provision for losses17,405
12,550
4,855
38.7 %27,495
17,405
10,090
58.0 %
Net revenue34,415
33,700
715
2.1 %31,543
34,415
(2,872)(8.3)%
Advertising costs1,432
2,726
(1,294)(47.5)%1,274
1,432
(158)(11.0)%
Non-advertising costs of providing services17,289
16,472
817
5.0 %18,110
17,289
821
4.7 %
Total cost of providing services18,721
19,198
(477)(2.5)%19,384
18,721
663
3.5 %
Gross margin15,694
14,502
1,192
8.2 %12,159
15,694
(3,535)(22.5)%
Corporate, district and other expenses5,208
4,897
311
6.4 %5,157
5,208
(51)(1.0)%
Interest expense2,962
57
2,905
#
2,478
2,962
(484)(16.3)%
Total operating expense8,170
4,954
3,216
64.9 %7,635
8,170
(535)(6.5)%
Segment operating income7,524
9,548
(2,024)(21.2)%
Segment operating income (loss)4,524
7,524
(3,000)(39.9)%
Interest expense2,962
57
2,905
#
2,478
2,962
(484)(16.3)%
Depreciation and amortization1,194
1,128
66
5.9 %1,160
1,194
(34)(2.8)%
EBITDA11,680
10,733
947
8.8 %8,162
11,680
(3,518)(30.1)%
Restructuring and other costs135

135


Legal and other costs
135
(135)

Other adjustments(111)16
(127) 156
(111)267
 
Adjusted EBITDA$11,704
$10,749
$955
8.9 %$8,318
$11,704
$(3,386)(28.9)%
# - Change greater than 100% or not meaningful.# - Change greater than 100% or not meaningful.  # - Change greater than 100% or not meaningful.  

Canada Segment Results - For the three months ended March 31, 20192020 and 20182019
Canada revenue increased $5.6$7.2 million, or 12.0%13.9% ($7.7 million, or 14.9%, on a constant-currency basis), to $51.8$59.0 million for the three months ended March 31, 20192020, from $46.3$51.8 million in the prior year period. On a constant currency basis,due to loan growth.

Canada non-Single-Pay revenue increased $6.5$9.8 million, or 13.9%. Revenue30.4% ($10.2 million, or 31.7%, on a constant-currency basis), to $42.0 million, compared to $32.2 million in the prior-year period, on growth of $54.2 million, or 27.3% ($71.5 million, or 36.1%, on a constant-currency basis), in Canadarelated loan balances. The increase was impacteddriven by continued significant growth of Open-End loans. Additionally, with increased Open-End loan volume and customer acquisition, ancillary revenue increased $1.3 million versus the significant asset growth and product mix shift from the accelerated transition from Single-Pay and Unsecured Installment loansprior-year period, primarily driven by an increase in sales of insurance to Open-End loans that have a lower yield. Additionally, Canada revenues for the three months ended March 31, 2019 includes accrued interest on past-due Open-End loan balances of $1.3 million from the Q1 2019 Open-End Loss Recognition Change, offset by higher provision rate and higher allowance discussed further below. Single-Pay yields were negatively affected by regulatory rate changes in Ontario and British Columbia. On a constant currency basis, total gross loan receivables grew by $137.3 million, or 133.8%, compared to the same period in the prior year.customers.
As expected,
Single-Pay revenue decreased $14.7$2.6 million, or 42.9%13.2% ($2.5 million, or 12.6%, on a constant-currency basis), to $19.6$17.0 million for the three months ended March 31, 2019,2020, and Single-Pay receivables decreased $15.4$9.6 million, or 31.5%28.7% ($8.0 million, or 23.8% on a constant-currency basis), to $33.4$23.8 million from $48.7$33.4 million, in the prior year. The decreases in Single-Pay revenue and receivables were due to the product mix shift in Canada from Single-Pay loans to Open-End loans, a significant decline in demand over the last two weeks of March attributable to COVID-19, and by regulatory changes effective January and July 2018 that lowered Single Pay pricing year-over-year.in Canada's currency exchange rate.
Canadian non-Single-Pay revenue increased $20.3 million, or 169.5%, to $32.2 million compared to $12.0 million the same quarter a year ago, on $144.5 million, or 268.2%, growth in related loan balances. The increase was primarily related to the launch of Open-End products in Alberta and Ontario in the fourth quarter of 2017, and significant expansion of the Open-End product in Ontario in late 2018.


The provision for losses increased $4.9$10.1 million, or 38.7%58.0% ($10.5 million, or 60.4%, on a constant-currency basis), to $17.4$27.5 million for the three months ended March 31, 20192020, compared to $12.6$17.4 million in the prior-year period, becauseperiod. The increase in provision for loan losses was primarily a result of upfront provisioning$6.7 million of Allowance Build. On a quarterly basis, despite the impact of lower demand over the last two weeks of March 2020 and unfavorable currency exchange rates on Open-End loan volumes and mix shift from Single-Pay loans and Unsecured Installmentending receivable balances, loss rates improved approximately 100 bps year over year. Excluding the aforementioned incremental provision expense as a result of changes in the Allowance for Loan Losses, due to Open-End loans. Total Open-End and Installment loans grew by $24.8lower loss rates, provision expense increased $3.3 million sequentially during the first quarter of 2019, compared to sequential growth of $1.9the $7.2 million increase in the first quarter of 2018. On a constant currency basis, provision for losses increased by $5.1 million, or 41.0%.revenue.
The total
Canada cost of providing services in Canada remained consistent for the three months ended March 31, 20192020 were $19.4 million, an increase of $0.7 million, or 3.5% ($0.8 million, or 4.4%, on a constant-currency basis), compared to $18.7 million for the three months ended March 31, 2019.

Canada operating expenses for the three months ended March 31, 2020 were $7.6 million, a decrease of $0.5 million, or 6.5%, compared to $8.2 million in the prior-year period. Advertising costs wereperiod, primarily related to lower by $1.3 million, or 47.5%, partially offset by an increase in non-advertising cost of providing services of $0.8 million.interest expense. There was no material impact on the cost of providing services from exchange rate changes.
Canada operating expenses increased $3.2 million, or 64.9%, to $8.2 million in the three months ended March 31, 2019 from $5.0 million in the prior year period, primarily due to interest expense on the Non-Recourse Canada SPV Facility that began in August 2018.


a constant-currency basis.

Supplemental Non-GAAP Financial Information

Non-GAAP Financial Measures

In addition to the financial information prepared in conformity with U.S.US GAAP, we provide certain “non-GAAP financial measures,” including:
Adjusted Net Income and Adjusted Earnings Per Share, or the Adjusted Earnings Measures (net income from continuing operations plus or minus gain (loss) on extinguishment of debt, restructuring and other costs, certain legal and related costs, loss from equity method investment, goodwill and intangible asset impairments, certain costs related to the disposition of U.K., transaction-related costs, share-based compensation, intangible asset amortization and cumulative tax effect of applicable adjustments, on a total and per share basis);
EBITDA (earnings(net income from continuing operations before interest, income taxes, depreciation and amortization);
Adjusted EBITDA (EBITDA plus or minus certain non-cash and other adjusting items);
Adjusted effective income tax rate (effective tax rate plus or minus certain non-cash and other adjusting items); and
Gross Combined Loans Receivable (includes loans originated by third-party lenders through CSO programs which are not included in our unaudited Condensed Consolidated Financial Statements).

We believe that presentation of non-GAAP financial information is meaningful and useful in understanding the activities and business metrics of the Company's operations. We believe that these non-GAAP financial measures offer another way to view aspects of our business that, when viewed with our US GAAP results, provide a more complete understanding of factors and trends affecting our business.

We believe that investors regularly rely on non-GAAP financial measures, such as Adjusted Net Income, Adjusted Earnings per Share, EBITDA and Adjusted EBITDA, to assess operating performance and that such measures may highlight trends in the business that may not otherwise be apparent when relying on financial measures calculated in accordance with U.S.US 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. In addition, we believe that Adjusted Net Income, Adjusted Earnings per Share, EBITDA and Adjusted EBITDA are frequently used by securities analysts, investors and other interested parties in the evaluation of public companies in our industry, many of which present Adjusted Net Income, Adjusted Earnings per Share, EBITDA and/or Adjusted EBITDA when reporting their results.

In addition to reporting loans receivable information in accordance with U.S.US GAAP, we provide Gross Combined Loans Receivable consisting of ownedCompany-Owned loans receivable plus loans originated by third-party lenders through the CSO programs, which we guarantee but do not include in the unaudited Condensed Consolidated Financial Statements.Statements ("Guaranteed by the Company"). Management believes this analysis provides investors with important information needed to evaluate overall lending performance.

We provide non-GAAP financial information for informational purposes and to enhance understanding of our U.S.US GAAP Condensed Consolidated Financial Statements. Adjusted Net Income, Adjusted Earnings per Share, EBITDA, Adjusted EBITDA and Gross Combined Loans Receivable should not be considered as alternatives to income from continuing operations, segment operating income or any other performance measure derived in accordance with U.S.US GAAP, or as an alternative to cash flows from operating activities or any other liquidity measure derived in accordance with U.S.US GAAP. Readers should consider the information in addition to, but not instead of or superior to, the financial statements prepared in accordance with U.S.US GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.


Description and Reconciliations of Non-GAAP Financial Measures
Adjusted Net Income, Adjusted Earnings per Share, EBITDA and Adjusted EBITDA measures have limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analysis of our income or cash flows as reported under U.S.US GAAP. Some of these limitations are:
they do not include cash expenditures or future requirements for capital expenditures or contractual commitments;
they do not include changes in, or cash requirements for, working capital needs;
they do not include the interest expense, or the cash requirements necessary to service interest or principal payments on debt;
depreciation and amortization are non-cash expense items reported in the statements of cash flows; and
other companies in our industry may calculate these measures differently, limiting their usefulness as comparative measures.

We calculate Adjusted Earnings per Share utilizing diluted shares outstanding at year-end. If we record a loss from continuing operations under U.S.US GAAP, shares outstanding utilized to calculate Diluted Earnings per Share from continuing operations are equivalent to basic shares outstanding. Shares outstanding utilized to calculate Adjusted Earnings per Share from continuing


operations reflect the number of diluted shares we would have reported if reporting net income from continuing operations under U.S.US GAAP.

As noted above, Gross Combined Loans Receivable includes loans originated by third-party lenders through CSO programs which are not included in the unaudited Condensed Consolidated Financial Statements but from which we earn revenue and for which we provide a guarantee to the lender. Management believes this analysis provides investors with important information needed to evaluate overall lending performance.

We evaluate our stores based on revenue per store, provision for losses at each store and store-level EBITDA, with consideration given to the length of time a store has been open and its geographic location. We monitor newer stores for their progress to profitability and their rate of revenue growth.

We believe Adjusted Net Income, Adjusted Earnings per Share, EBITDA and Adjusted EBITDA are used by investors to analyze operating performance and evaluate our ability to incur and service debt and the capacity for making capital expenditures. Adjusted EBITDA is also useful to investors to help assess our estimated enterprise value. The computation of Adjusted EBITDA as presented in this Form 10-Q may differ from the computation of similarly-titled measures provided by other companies.



Reconciliation of Net income from continuing operations and Diluted Earnings per Share to Adjusted Net income and Adjusted Diluted Earnings per Share, non-GAAP measures
(in thousands, except per share data, unaudited)
Three Months Ended March 31,Three Months Ended March 31,
(in thousands except per share data, unaudited)20192018 Change $Change %
20202019Change $Change %
Net income from continuing operations$28,673
$24,913
 $3,760
15.1%$36,013
$28,673
$7,340
25.6 %
Adjustments:     

Loss on extinguishment of debt (1)

11,683
   
Restructuring costs (2)
1,752

   
U.K. related costs (3)
7,817

   
Share-based cash and non-cash compensation (4)
2,172
1,842
   
Legal and related costs (1)
1,149
1,752
 

U.K. related costs (2)

7,817
 

Loss from equity method investment (3)
1,618

 

Share-based compensation (4)
3,194
2,172
 

Intangible asset amortization796
663
   737
796
 

Impact of tax law changes (5)

1,800
   (9,114)
 

Cumulative tax effect of adjustments(6)(3,260)(3,689)   (1,321)(3,260) 

Adjusted Net Income$37,950
$37,212
 $738
2.0%$32,276
$37,950
$(5,674)(15.0)%
     

Net income from continuing operations$28,673
$24,913
   $36,013
$28,673
 

Diluted Weighted Average Shares Outstanding
47,319
47,416
   41,892
47,319
 

Diluted Earnings per Share from continuing operations$0.61
$0.53
 $0.08
15.1%$0.86
$0.61
$0.25
41.0 %
Per Share impact of adjustments to Net Income0.19
0.25
   
Per Share impact of adjustments to Net income(0.09)0.19
 

Adjusted Diluted Earnings per Share$0.80
$0.78
 $0.02
2.6%$0.77
$0.80
$(0.03)(3.8)%
Note: Footnotes follow Reconciliation of Adjusted EBITDA table immediately below.Note: Footnotes follow Reconciliation of Adjusted EBITDA table immediately below.


Reconciliation of Net income from continuing operations to EBITDA and Adjusted EBITDA, non-GAAP measures (in thousands, except per share data, unaudited)

Three Months Ended March 31,Three Months Ended March 31,
(in thousands, except per share data, unaudited)20192018 Change $Change %
20202019Change $Change %
Net income from continuing operations$28,673
$24,913
 $3,760
15.1 %$36,013
$28,673
$7,340
25.6 %
Provision for income taxes10,046
11,467
 (1,421)(12.4)%1,937
10,046
(8,109)(80.7)%
Interest expense17,690
22,354
 (4,664)(20.9)%17,324
17,690
(366)(2.1)%
Depreciation and amortization4,920
4,535
 385
8.5 %4,537
4,920
(383)(7.8)%
EBITDA61,329
63,269
 $(1,940)(3.1)%59,811
61,329
(1,518)(2.5)%
Loss on extinguishment of debt (1)

11,683
   
Restructuring costs (2)
1,752

   
U.K. related costs (3)
7,817

   
Share-based cash and non-cash compensation (4)
2,172
1,842
   
Legal and related costs (1)
1,149
1,752
 

U.K. related costs (2)

7,817
 

Loss from equity method investment (3)
1,618

 

Share-based compensation (4)
3,194
2,172
 

Other adjustments (6)(7)
(216)(43)   15
(216) 

Adjusted EBITDA72,854
76,751
 (3,897)(5.1)%$65,787
$72,854
$(7,067)(9.7)%
Adjusted EBITDA Margin26.2%30.6%   23.4%26.2%  
(1)For
Legal and other costs for the three months ended March 31, 2018,2020 include (i) costs related to certain securities litigation and related matter, (ii) severance costs for certain corporate employees and (iii) legal and advisory costs related to the $11.7 millionpurchase of loss on extinguishment of debt was for the redemption of $77.5 million of the 12.00% Senior Secured Notes due 2022 issued by CFTC.
(2)RestructuringAd Astra.

Legal and other costs of $1.7$1.8 million for the three months ended March 31, 2019 were due to eliminating 121 positions in North America. The store employee reductions helphelped better align store staffing with in-store customer traffic and volume patterns, as more of our growth comes from online channels and as store customers require less time in stores as they conduct more of the follow-up activities online. The elimination of certain corporate positions relaterelated to efficiency initiatives and will allowhas allowed the Company to reallocate investment to strategic growth activities.
(3)(2)
U.K. related costs of $7.8 million for the three months ended March 31, 2019 relate to placing the U.K. Subsidiariessubsidiaries into administration on February 25, 2019, which includesincluded $7.6 million to obtain consent from the holders of the 8.25% Senior Secured Notes to deconsolidate the U.K. Segment and $0.2 million for other costs.

(3)The Loss from equity method investment for the three months ended March 31, 2020 of $1.6 million includes our share of the estimated GAAP net loss of Katapult. As of March 31, 2020, we owned 42.5% of the outstanding shares of Katapult.
(4)We approved the adoption of share-based compensation plans during 2010 and 2017 for key members of senior management. The estimated fair value of share-based awards is recognized as non-cash compensation expense on a straight-line basis over the vesting period.
(5)As a resultOn March 27, 2020, the CARES Act was enacted by the U.S. Federal government in response to the COVID-19 pandemic. The CARES Act, among other things, allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the 2017 Tax Act, which became law on December 22, 2017, we providedfive preceding taxable years to generate a refund of previously paid income taxes. We recorded an estimateincome tax benefit of $9.1 million related to the new repatriationcarryback of NOL from tax as of December 31, 2017. Subsequent to further guidance published in the first quarter of 2018, we booked additional tax expense of $1.2 million for the 2017 repatriation tax. Additionally, the 2017 Tax Act provided for the GILTI tax starting inyears 2018 and we estimated and provided tax expense of $0.6 million as of March 31, 2018.2019.
(6)Cumulative tax effect of adjustments included in Reconciliation of Net income from continuing operations to EBITDA and Adjusted EBITDA table is calculated using the estimated incremental tax rate by country.
(7)Other adjustments primarily include deferred rent and the intercompany foreign exchange impact. Deferred rent represents the non-cash component of rent expense.



Currency Information

We operate in the U.S. and Canada and discontinued operating in the U.K. as of February 25, 2019. Ourour consolidated results are reported in U.S. dollars.

Changes in our reported revenues and net income include the effect of changes in currency exchange rates. We translate all balance sheet accounts into U.S. dollars at the currency exchange rate in effect at the end of each period. We translate the statement of operations at the average rates of exchange for the period. We record currency translation adjustments as a component of Accumulated Other Comprehensive Income in Stockholders’ Equity.

Constant Currency Analysis

We have operations in the U.S. and Canada. In the three months ended March 31, 2020 and 2019, 21.0% and 2018, approximately 18.6% and 18.4%, respectively, of our revenues from continuing operations were originated in Canadian Dollars. As a result, changes in our reported results include the impacts of changes in foreign currency exchange rates for the Canadian Dollar.

Income Statement - Three Months Ended March 31, 20192020 and 20182019
 Average Exchange Rates  
 Three Months Ended March 31, Change
 20192018 $%
Canadian Dollar$0.7525
$0.7912
 
($0.0387)(4.9)%
 Average Exchange Rates  
 Three Months Ended March 31, Change
 20202019 $%
Canadian Dollar$0.7456
$0.7525
 
($0.0069)(0.9)%



Balance Sheet - Exchange rate as of March 31, 2020 and December 31, 2019
 Exchange Rate as of  
 March 31,December 31, Change
 20202019 $%
Canadian Dollar$0.7012
$0.7683
 
($0.0671)(8.7)%

The following constant currency analysis removes the impact of the fluctuation in foreign exchange rates and utilizes constant currency results in our analysis of segment performance. Our constant currency assessment assumes foreign exchange rates in the current fiscal periods remained the same as in the prior fiscal periods. All conversion rates below are based on the U.S. Dollar equivalent to the Canadian Dollar. We believe that the constant currency assessment below is a useful measure in assessing the comparable growth and profitability of our operations.

TheWe calculated the revenues and gross margin below during the three months ended March 31, 2019 were calculated2020 using the actual average exchange rate during the three months ended March 31, 2018.2019.
 Three Months Ended March 31, Change Three Months Ended March 31, Change
(dollars in thousands) 2019 2018 $ % 
(in thousands, unaudited) 2020 2019 $ %
Canada – constant currency basis:                 
Revenues $52,701
 $46,250
 $6,451
 13.9%  $59,563
 $51,820
 $7,743
 14.9 %
Gross Margin 15,970
 14,502
 1,468
 10.1%  12,090
 15,694
 (3,604) (23.0)%

We calculated gross loans receivable below as of March 31, 2020 using the actual exchange rate as of December 31, 2019.
  March 31,December 31, Change
(in thousands, unaudited) 20202019 $ %
Canada – constant currency basis:       
Gross loans receivable $302,762
$302,376
 $386
 0.1%

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity to fund the loans we make to our customers are cash provided by operations, our Senior Revolver, our Cash Money Revolving Credit Facility, funds from third partythird-party lenders under our CSO programs, our Non-Recourse U.S. SPV Facility and our Non-Recourse Canada SPV Facility (defined below).Facility. During August 2018, we issued $690.0 million 8.25% Senior Secured Notes due September 2025 ("8.25% Senior Secured Notes")(i) to (i) redeem the outstanding 12.00% Senior Secured Notes due 2022 of CFTC, (ii) to repay a portion of the outstanding indebtedness under the five-year revolving credit facility of CURO Receivables Finance I, LLC, our wholly-owned subsidiary, which consists of a term loan and revolving borrowing capacity, (iii) for general corporate purposes and (iv) to pay fees, expenses, premiums and accrued interest in connection with the foregoing.

As of March 31, 2019,2020, we were in compliance with all financial ratios, covenants and other requirements set forth in our debt agreements. We anticipate that our primary use of cash will be to fund growth in our working capital, finance capital expenditures, and meet our debt obligations, and fundobligations. As we did for our share repurchase program. programs announced in April 2019 and February 2020 (which we have suspended as previously disclosed), we may also use cash to fund a return on capital for our stockholders through share repurchase programs, or as we announced in February 2020, in the form of dividends.

Our level of cash flow provided by operating activities typically experiences some seasonal fluctuation related to our levels of net income and changes in working capital levels, particularly loans receivable.

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. We have the ability to adjust our volume of lending to consumers which would reduce cash outflow requirements while increasing cash inflows through loan repayments to the extent we experience any short-term or long-term funding shortfalls. We may also sell or securitize our assets, draw on our available revolving credit facility or line of credit, enter into additional refinancing agreements and reduce our capital spending in order to generate additional liquidity. We believe our cash on hand and available borrowings provide us with sufficient liquidity for at least the next 12 months.



Borrowings

Our long-term debt consisted of the following as of March 31, 2019 and December 31, 20182020 (net of deferred financing costs) (in thousands):
 March 31,December 31,
(dollars in thousands)20192018
8.25% Senior Secured Notes (due 2025)$677,153
$676,661
Non-Recourse Canada SPV Facility88,915
107,479
Senior Revolver
20,000
Cash Money Revolving Credit Facility

     Long-term debt$766,068
$804,140
Available Credit Facilities and Other Resources

8.25% Senior Secured Notes
  CapacityInterest RateMaturityCounter-partiesBalance as of March 31, 2020
Non-Recourse Canada SPV Facility (1)
 C$175.0 million3-Mo CDOR + 6.75%September 2, 2023Waterfall Asset Management$84,724
Senior Secured Revolving Credit Facility $50.0 million1-Mo LIBOR + 5.00%June 30, 2021BayCoast Bank; Stride Bank; Hancock-Whitney Bank; Metropolitan Commercial Bank25,000
Non-Recourse U.S. SPV Facility (2)
 $100.0 million
1-Mo LIBOR + 5.75% or 9.75%(3)
April 8, 2024Atalaya Capital Management
Cash Money Revolving Credit Facility (1)
 C$10.0 millionCanada Prime Rate +1.95%On-demandRoyal Bank of Canada
8.25% Senior Secured Notes (due 2025) $690.0 million8.25%September 1, 2025 $678,727
(1) Capacity amounts are denominated in Canadian dollars, while outstanding balances as of March 31, 2020 are denominated in U.S. dollars.
(2) We entered into the Non-Recourse U.S. SPV Facility on April 8, 2020, and drew $35.2 million on the facility at such time.
(3) The Non-Recourse U.S. SPV Facility provides for $100.0 million of borrowing capacity and, subject to obtaining additional commitments thereunder, the ability to expand such capacity up to $200.0 million. Prior to the increase in commitments, interest accrues at an annual rate of one-month LIBOR plus 9.75% and after the increase in commitments, one-month LIBOR plus 5.75%.


As noted above, we issuedRefer to Note 5, "Debt," for details on each of our 8.25% Senior Secured Notes in August 2018. Interestcredit facilities and resources. Refer to Note 19, "Subsequent Events" for additional details on the notes is payable semiannually, in arrears, on March 1 and September 1 of each year. In connection with the 8.25% Senior Secured Notes, we capitalized financing costs of approximately $12.9 million, the balance of which is included in the Condensed Consolidated Balance Sheets as a component of Long-Term Debt, and is being amortized over the term of the 8.25% Senior Secured Notes and included as a component of interest expense.

12.00% Senior Secured Notes

In February and November 2017, CFTC issued $470.0 million and $135.0 million, respectively, of 12.00% Senior Secured Notes ("12.00% Senior Secured Notes"). Interest on the 12.00% Senior Secured Notes is payable semiannually, in arrears, on March 1 and September 1 of each year, beginning on September 1, 2017. The February 2017 issuance refinanced similar notes that were nearing maturity. The extinguishment of the existing notes resulted in a pretax loss of $12.5 million during the September 2018. In connection with these 2017 debt issuances we capitalized financing costs of approximately $18.3 million, the balance of which is included in the Condensed Consolidated Balance Sheets as a component of Long-Term Debt, and is being amortized over the term of the 12.00% Senior Secured Notes and included as a component of interest expense.

On March 7, 2018, CFTC redeemed $77.5 million of its 12.00% Senior Secured Notes using a portion of the proceeds from our initial public offering as required by the underlying indentures (the transaction whereby the 12.00% Senior Secured Notes were partially redeemed, the “Redemption”) at a price equal to 112.00% of the principal amount of the 12.00% Senior Secured Notes redeemed, plus accrued and unpaid interest paid thereon to the date of Redemption. Following the Redemption, $527.5 million of the original outstanding principal amount of the 12.00% Senior Secured Notes remain outstanding. The Redemption was conducted pursuant to the Indenture governing the 12.00% Senior Secured Notes (the “Indenture”), dated as of February 15, 2017, by and among CFTC, the guarantors party thereto and TMI Trust Company, as trustee and collateral agent.

The remainder of the 12.00% Senior Secured Notes were extinguished effective September 7, 2018 as a result of the issuance of the 8.25% Senior Secured Notes as described above.

Non-Recourse U.S. SPV Facility

In November 2016, CURO Receivables Finance I, LLC, a Delaware limited liability company (the “SPV Borrower”) and a wholly-owned subsidiary, entered into a five-year revolving credit facility with Victory Park Management, LLC and certain other lenders that provided for an $80.0 million term loan and $70.0 million of revolving borrowing capacity that can expand over time (“Non-Recourse U.S. SPV Facility”). The loans bear interest at an annual rate of up to 12.00% plus the greater of (i) 1.0% per annum and (ii) the three-month LIBOR. The SPV Borrower also pays a 0.50% per annum commitment fee on the unused portion of the commitments. In connection with this facility, we capitalized financing costs of approximately $5.3 million, the balance of which we include in the Condensed Consolidating Balance Sheets as a component of Long-term debt and was being amortized over the term of the Non-Recourse U.S. SPV Facility. During September 2018, a portion of the proceeds from the 8.25% Senior Secured Notes were used to extinguish the revolver's balance of $42.4 million.Facility that we closed on April 8, 2020.

On October 11, 2018, we extinguished the remaining term loan balance
CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The following condensed consolidating financial information is presented separately for:

(i)CURO as the issuer of the 8.25% Senior Secured Notes;
(ii)The Company's subsidiary guarantors, which are comprised of certain of its domestic subsidiaries, including (x) CFTC, as the issuer of the 12.00% Senior Secured Notes that were redeemed in August 2018, (y) CURO Intermediate and (z) U.S. SPV as the issuer of the Non-Recourse U.S. SPV Facility that was extinguished in October 2018, but excluding Canada SPV (the “Subsidiary Guarantors”), on a consolidated basis, which are 100% owned by CURO, and which are guarantors of the 8.25% Senior Secured Notes issued in August 2018;
(iii)The Non-Recourse Canada SPV facility, a wholly-owned, bankruptcy-remote special purpose subsidiary;
(iv)The Company's other subsidiaries on a consolidated basis, which are not guarantors of the 8.25% Senior Secured Notes (the “Subsidiary Non-Guarantors”);
(v)Consolidating and eliminating entries representing adjustments to:
a.eliminate intercompany transactions between or among us, the Subsidiary Guarantors, the Non-Recourse Canada SPV facility and the Subsidiary Non-Guarantors; and
b.eliminate the investments in subsidiaries; and
(vi)The Company and its subsidiaries on a consolidated basis.

For additional details, see Note 5, "Debt."


Condensed Consolidating Balance Sheets
 March 31, 2020
(dollars in thousands)CURO
Subsidiary
Guarantors
Canada SPVSubsidiary
Non-Guarantors
EliminationsCURO
Consolidated
Assets:      
Cash$
$107,208
$
$31,506
$
$138,714
Restricted cash
17,069
22,317
2,141

41,527
Loans receivable, net
221,408
203,837
39,350

464,595
Right of use asset - operating leases
76,528

37,744

114,272
Deferred income taxes13,190
(13,190)



Income taxes receivable47,236
(24,444)
1,643

24,435
Prepaid expenses and other
26,008

8,112

34,120
Property and equipment, net
42,536

24,251

66,787
Goodwill
105,922

26,903

132,825
Other intangibles, net
13,540

20,404

33,944
Intercompany receivable
135,608


(135,608)
Investment in subsidiaries91,206



(91,206)
Other assets
14,910

637

15,547
Total assets$151,632
$723,103
$226,154
$192,691
$(226,814)$1,066,766
Liabilities and Stockholders' equity (deficit):      
Accounts payable and accrued liabilities$(2)$43,133
$13,267
$(2,795)$
$53,603
Deferred revenue
4,427
39
2,189

6,655
Lease liability - operating leases
84,135

37,580

121,715
Accrued interest4,744
21
627


5,392
Payable to CURO Holdings Corp.(600,336)600,336




CSO liability for losses
9,189



9,189
Debt678,727
24,850
84,874


788,451
Intercompany payable

80,240
55,368
(135,608)
Other liabilities
8,932

163

9,095
Deferred tax liabilities8,928


4,167

13,095
Total liabilities92,061
775,023
179,047
96,672
(135,608)1,007,195
Stockholders' equity (deficit)59,571
(51,920)47,107
96,019
(91,206)59,571
Total liabilities and stockholders' equity$151,632
$723,103
$226,154
$192,691
$(226,814)$1,066,766

 December 31, 2019
(dollars in thousands)CUROSubsidiary
Guarantors
Canada SPVSubsidiary
Non-Guarantors
EliminationsCURO
Consolidated
Assets:      
Cash$
$44,727
$
$30,515
$
$75,242
Restricted cash
14,958
17,427
2,394

34,779
Loans receivable, net
286,881
220,067
52,045

558,993
Right of use asset - operating leases
74,845

42,608

117,453
Deferred tax asset8,561
(3,506)


5,055
Income taxes receivable19,690
(8,987)
723

11,426
Prepaid expenses and other
26,623

9,267

35,890
Property and equipment, net
43,618

27,193

70,811
Goodwill
91,131

29,478

120,609
Other intangibles, net
11,569

22,358

33,927
Intercompany receivable
113,599


(113,599)
Investment in subsidiaries84,514



(84,514)
Other assets
17,006

704

17,710
Total assets$112,765
$712,464
$237,494
$217,285
$(198,113)$1,081,895
Liabilities and Stockholder's equity:      
Accounts payable and accrued liabilities$465
$48,333
$13,462
$(2,177)$
$60,083
Deferred revenue
6,828
46
3,296

10,170
Lease liability - operating leases
82,593

42,406

124,999
Accrued interest18,975
1
871


19,847
Payable to CURO Holdings Corp.(635,511)635,511




CSO liability for losses
10,623



10,623
Debt678,323

112,221


790,544
Intercompany payable

69,639
43,960
(113,599)
Other liabilities
10,285

379

10,664
Liabilities from discontinued operations


4,452

4,452
Total liabilities(73,013)794,174
196,239
142,668
(113,599)1,031,382
Stockholders' equity50,513
(81,710)41,255
$124,969
(84,514)50,513
Total liabilities and stockholders' equity$(92,114)$712,464
$237,494
$267,637
$(198,113)$1,081,895


Condensed Consolidating Statements of $80.0 million. We made the final termination paymentOperations
 Three Months Ended March 31, 2020
(dollars in thousands)CUROSubsidiary
Guarantors
Canada SPVSubsidiary
Non-Guarantors
EliminationsCURO
Consolidated
Revenue$
$221,768
$34,026
$25,012
$
$280,806
Provision for losses
86,041
19,732
7,763

113,536
Net revenue
135,727
14,294
17,249

167,270
Cost of providing services:     

Salaries and benefits
16,912

9,095

26,007
Occupancy
7,825

6,191

14,016
Office
4,301

1,373

5,674
Other costs of providing services
8,204

1,451

9,655
Advertising
10,945

1,274

12,219
Total cost of providing services
48,187

19,384

67,571
Gross margin
87,540
14,294
(2,135)
99,699
Operating expense (income):     

Corporate, district and other expenses3,395
34,255
174
4,983

42,807
Intercompany management fee
(3,800)730
3,070


Interest expense14,636
210
2,620
(142)
17,324
Loss from equity method investment
1,618



1,618
Intercompany interest (income) expense
(1,441)550
891


Total operating expense18,031
30,842
4,074
8,802

61,749
Income (loss) from continuing operations before income taxes(18,031)56,698
10,220
(10,937)
37,950
Provision (benefit) for income tax expense(23,247)24,998

186

1,937
Net income (loss) from continuing operations5,216
31,700
10,220
(11,123)
36,013
Discontinued operations:      
Net income on discontinued operations


292

292
Net income (loss)5,216
31,700
10,220
(10,831)
36,305
Equity in net income (loss) of subsidiaries:      
CFTC31,089



(31,089)
Guarantor Subsidiaries
31,700


(31,700)
Non-Guarantor Subsidiaries
(10,831)

10,831

SPV Subs 10,220


(10,220)
Net income (loss) attributable to CURO$36,305
$62,789
$10,220
$(10,831)$(62,178)$36,305


 Three Months Ended March 31, 2019
(dollars in thousands)CUROSubsidiary
Guarantors
Canada SPVSubsidiary
Non-Guarantors
EliminationsCURO
Consolidated
Revenue$
$226,119
$25,046
$26,774
$
$277,939
Provision for losses
84,980
13,306
4,099

102,385
Net revenue
141,139
11,740
22,675

175,554
Cost of providing services:      
Salaries and benefits
19,951

8,750

28,701
Occupancy
8,010

6,227

14,237
Office
3,889

1,224

5,113
Other costs of providing services
13,132

1,088

14,220
Advertising
6,354

1,432

7,786
Total cost of providing services
51,336

18,721

70,057
Gross margin
89,803
11,740
3,954

105,497
Operating expense (income):      
Corporate, district and other expenses2,342
41,538
25
5,183

49,088
Intercompany management fee
(3,403)8
3,395


Interest expense14,438
290
2,891
71

17,690
Intercompany interest (income) expense
(1,071)
1,071


Total operating expense16,780
37,354
2,924
9,720

66,778
Income (loss) from continuing operations before income taxes(16,780)52,449
8,816
(5,766)
38,719
Provision (benefit) for income tax expense(5,008)14,020

1,034

10,046
Net (loss) income from continuing operations(11,772)38,429
8,816
(6,800)
28,673
Discontinued operations:     

Net loss on discontinued operations


8,375

8,375
Net (loss) income(11,772)38,429
8,816
1,575

37,048
Equity in net income (loss) of subsidiaries:      
CFTC48,820



(48,820)
Guarantor Subsidiaries
38,429


(38,429)
Non-Guarantor Subsidiaries
1,575


(1,575)
SPV Subs
8,816

 (8,816)
Net income (loss) attributable to CURO$37,048
$87,249
$8,816
$1,575
$(97,640)$37,048


Condensed Consolidating Statements of $2.7 million on October 26, 2018, resulting in a loss on the extinguishment of debt of $9.7 million for the quarter ending December 31, 2018.Cash Flows
 Three months ended March 31, 2020
(dollars in thousands)CUROSubsidiary GuarantorsCanada SPV
Subsidiary
 Non-Guarantors
EliminationsCURO Consolidated
Cash flows from operating activities:      
Net cash provided by continuing operating activities$6,517
$89,412
$48,035
$12,102
$(4,197)$151,869
Net cash used in discontinued operating activities


390

390
Cash flows from investing activities:     

Purchase of property, equipment and software
(3,237)
(421)
(3,658)
Originations of loans, net
(29,894)(22,280)(8,227)
(60,401)
Acquisition of Ad Astra, net of acquiree's cash received
(14,418)


(14,418)
Net cash used in continuing investing activities
(47,549)(22,280)(8,648)
(78,477)
Cash flows from financing activities:     

Proceeds from Non-Recourse Canada SPV facility

23,560


23,560
Payments on Non-Recourse Canada SPV facility

(42,497)

(42,497)
Proceeds from credit facilities
60,000

9,938

69,938
Payments on credit facilities
(35,000)
(9,938)
(44,938)
Payments to net share settle RSUs(609)



(609)
Proceeds from exercise of stock options
126



126
Debt issuance costs paid
(150)


(150)
Repurchase of common stock(5,908)



(5,908)
Dividends paid to CURO Group Holdings Corp.2,247
(2,247)



Dividends paid to stockholders(2,247)



(2,247)
Net cash (used in) provided by financing activities (1)
(6,517)22,729
(18,937)

(2,725)
      

Effect of exchange rate changes on cash and restricted cash

(1,928)(3,106)4,197
(837)
Net increase in cash and restricted cash
64,592
4,890
738

70,220
Cash and restricted cash at beginning of period
59,685
17,427
32,909

110,021
Cash at end of period$
$124,277
$22,317
$33,647
$
$180,241


 Three months ended March 31, 2019
(dollars in thousands)CUROSubsidiary GuarantorsCanada SPV
Subsidiary
 Non-Guarantors
EliminationsCURO Consolidated
Cash flows from operating activities:      
Net cash provided by continuing operating activities$67
$88,291
$53,969
$(1,574)$246
$140,999
Net cash used in discontinued operating activities


(504)
(504)
Cash flows from investing activities:      
Purchase of property, equipment and software
(2,430)
(689)
(3,119)
Originations of loans, net
(38,226)(30,373)3,652

(64,947)
Cash paid for Katapult investment
(1,568)


(1,568)
Net cash used in continuing investing activities
(42,224)(30,373)2,963

(69,634)
Net cash used in discontinued investing activities


(14,213)
(14,213)
Cash flows from financing activities:      
Proceeds from Non-Recourse Canada SPV facility

3,762


3,762
Payments on Non-Recourse Canada SPV facility

(24,831)

(24,831)
Proceeds from credit facilities
15,000

15,478

30,478
Payments on credit facilities
(35,000)
(15,478)
(50,478)
Payments to net share settle RSUs(37)



(37)
Proceeds from exercise of stock options
40



40
Debt issuance costs paid(30)
(169)

(199)
Net cash used in provided by financing activities (1)
(67)(19,960)(21,238)

(41,265)
       
Effect of exchange rate changes on cash and restricted cash

262
1,922
(246)1,938
Net increase (decrease) in cash and restricted cash
26,107
2,620
(11,406)
17,321
Cash and restricted cash at beginning of period
52,397
12,840
34,620

99,857
Cash at end of period$
$78,504
$15,460
$23,214
$
$117,178
(1) Financing activities include continuing operations only and were not impacted by discontinued operations.



Non-Recourse Canada SPV Facility

On August 2, 2018, CURO Canada Receivables Limited Partnership, a newly created, bankruptcy-remote special purpose vehicle (the “Canada SPV Borrower”) and a wholly-owned subsidiary, entered into a four-year revolving credit facility with Waterfall Asset Management, LLC that provides for C$175.0 million of initial borrowing capacity and the ability to expand such capacity up to C$250.0 million (“Non-Recourse Canada SPV Facility”). The loans bear interest at an annual rate of 6.75% plus the three-month CDOR. As of March 31, 2019, the carrying amount of outstanding borrowings from the Non-Recourse Canada SPV Facility was $88.9 million, after a reduction of net balances drawn of $20.9 million during the quarter.

Senior Revolver

On September 1, 2017, we closed on a $25.0 million Senior Secured Revolving Loan Facility (the "Senior Revolver"). In February 2018, the Senior Revolver capacity was increased to $29.0 million. In November 2018, the Senior Revolver capacity was increased to $50.0 million as permitted by the Indenture to the Senior Secured Notes. The Senior Revolver is now syndicated with participation by four banks. The negative covenants of the Senior Revolver generally conform to the related provisions in the Indenture for our 8.25% Senior Secured Notes. We believe this facility complements our other financing sources, while providing seasonal short-term liquidity. Under the Senior Revolver, there is $50.0 million maximum availability, including up to $5.0 million of standby letters of credit, for a one-year term, renewable for successive terms following annual review. The Senior Revolver accrues interest at the one-month LIBOR (which may not be negative) plus 5% per annum and is repayable on demand. The terms of the Senior Revolver require that the outstanding balance be reduced to zero for at least 30 consecutive days in each calendar year. The Senior Revolver is guaranteed by all of our subsidiaries that guarantee our 8.25% Senior Secured Notes and is secured by a lien on substantially all of our assets and the guarantor subsidiaries that is senior to the lien securing our 8.25% Senior Secured Notes. The Senior Revolver was undrawn at March 31, 2019, after paying down the outstanding balance of $20.0 million during the quarter.

In connection with this facility we capitalized financing costs of approximately $0.1 million, the balance of which we included in the Condensed Consolidated Balance Sheets as a component of “Other assets,” and are being amortized over the term of the facility and included as a component of interest expense.

Cash Money Revolving Credit Facility

Cash Money Cheque Cashing, Inc., one of our Canadian subsidiaries, maintains a C$10 million revolving credit facility with Royal Bank of Canada. The Cash Money Revolving Credit Facility provides short-term liquidity required to meet the working capital needs of our Canadian operations.  Aggregate draws under the revolving credit facility are limited to the lesser of: (i) the borrowing base, which is defined as a percentage of cash, deposits in transit and accounts receivable, and (ii) C$10 million. As of March 31, 2019 and December 31, 2018, the borrowing capacity under our revolving credit facility was reduced by C$0.3 million in stand-by-letters of credit. 

The Cash Money Revolving Credit Facility is collateralized by substantially all of Cash Money’s assets and contains various covenants that include, among other things, that the aggregate borrowings outstanding under the facility not exceed the borrowing base, restrictions on the encumbrance of assets and the creation of indebtedness. Borrowings under the Cash Money Revolving Credit Facility bear interest (per annum) at the prime rate of a Canadian chartered bank plus 1.95%.
The Cash Money Revolving Credit Facility was undrawn at March 31, 2019 and December 31, 2018.

Cash Flows

The following highlights our cash flow activity and the sources and uses of funding during the periods indicated:indicated (in thousands):
 Three Months Ended March 31, Three Months Ended March 31,
(dollars in thousands) 2019 2018
 2020 2019
Net cash provided by continuing operating activities $140,999
 $122,743
 $151,869
 $140,999
Net cash used in continuing investing activities (69,634) (58,853) (78,477) (69,634)
Net cash used in continuing financing activities (41,265) (83,255) (2,725) (41,265)

Continuing Operating Activities

Net cash provided by continuing operating activities for the three months ended March 31, 2020 was $151.9 million, primarily attributable to the effect of non-cash reconciling items of $137.7 million, which includes provision for loan losses of $113.5 million, offset by changes in our operating assets and liabilities which provided $21.9 million.

Net cash provided by continuing operating activities for the three months ended March 31, 2019 was $141.0 million, primarily attributable to net income of $28.7 million, provision for loan losses of $102.4 million and changes in our operating assets and liabilities of $12.1 million, partially offset by other non-cash expenses of $2.1 million. Major components of non-cash expenses include depreciation and amortization, provision for loan losses and share-based compensation expense.

Continuing Investing Activities

Net cash provided byused in continuing operatinginvesting activities for the three months ended March 31, 20182020 was $122.7$78.5 million, primarily attributable toreflecting the net incomeorigination of $24.9loans of $60.4 million and non-cash expenses, such as depreciation and amortization and the provisionacquisition of Ad Astra for


loan losses for a total $14.4 million, net of $94.0 million, partially offset by changes in our operating assets and liabilitiescash received. Net origination of $3.9 million. Fees and service charges on our loans receivable change represented $5.1includes $30.1 million of the total change in operating assetscash inflows for California Unsecured and liabilities.

Continuing Investing ActivitiesSecured Installment loans from December 31, 2019 to March 31, 2020 due to regulatory changes, effective January 1, 2020.

Net cash used in continuing investing activities for the three months ended March 31, 2019 was $69.6 million, primarily reflecting the net origination of loans of $64.9 million. In addition, we used cash to purchase approximately $3.1 million of property and equipment, including software licenses.

Net cash used in continuing investing activities for the three months ended March 31, 2018 was $58.9 million, primarily reflecting the net origination of loans of $56.4 million. In addition, we used cash to purchase approximately $1.5 million of property and equipment, including software licenses, and to purchase $1.0 million of Cognical Holding preferred shares.

Origination of loans will fluctuate from period-to-period, depending on the timing of loan issuances and collections. A seasonal decline in consumer loans receivable typically occurs during the first quarter of the year and is driven by income tax refunds in the U.S. Typically, customers will use the proceeds from income tax refunds to pay outstanding loan balances, resulting in an increase in our net cash balances and a decrease in our consumer loans receivable balances. Consumer loans receivable balances typically reflect growth during the remainder of the year.

Continuing Financing Activities

Net cash used in continuing financing activities for the three months ended March 31, 2020 was $2.7 million, primarily due to $6.1 million of net proceeds on our debt facilities, offset by common stock repurchases of $5.9 million and cash dividends of $2.2 million.

Net cash provided by continuing financing activities for the three months ended March 31, 2019 was $41.3 million. During the quarter, we made a $20.0 million payment on the Senior Revolver to reduce the outstanding balance to zero and made net repayments of $20.9 million on the Non-Recourse Canada SPV Facility.

Net cash used in continuing financing activities for the three months ended March 31, 2018 was $83.3 million. We redeemed $77.5 million of our 12.00% Senior Secured Notes for $86.8 million (which included $9.3 million of call premium). The underwriters of our 2017 initial public offering exercised their over-allotment option on January 5, 2018 and acquired one million shares of our common stock, providing net proceeds to us of $13.1 million. We also had net borrowings of $9.5 million from our U.S. SPV Facility and our ABL Facility.

Contractual Obligations

There have been no significant developments with respect to our contractual obligations since December 31, 2018,2019, as described in our 20182019 Form 10-K.

Critical Accounting Policies and Estimates

Goodwill. We exercise judgment in evaluating assets for impairment. Goodwill is tested for impairment annually, or when circumstances arise which could more likely than not reduce the fair value of a reporting unit below its carrying value. These tests require comparing carrying values to estimated fair values of the reporting unit under review.

The U.S. and Canada operations are our two reporting units, as defined by FASB’s ASC 280 - Segment Reporting, for which we assess goodwill for impairment. As of the most recent annual goodwill impairment testing date (October 1, 2019), both reporting units' estimated fair valued exceeded its carrying value. As described in our 2019 Form 10-K, an impairment would occur if the carrying amount of a reporting unit exceeded the fair value of that reporting unit. Events or circumstances that could indicate an impairment include a significant change in the business climate, a change in strategic direction, legal factors, operating performance


indicators, a change in the competitive environment, the sale or disposition of a significant portion of a reporting unit or economic outlook. These and other macroeconomic factors, in general, were considered when performing the annual test on October 1, 2019.

In the first quarter of 2020, we performed an interim assessment of goodwill on both reporting units to consider whether current events or circumstances, attributable to uncertainty caused by COVID-19, resulted in a more likely than not reduction in the fair value of the reporting units below their respective carrying values.

Canada Reporting Unit

As part of our quantitative testing process for goodwill of the Canada reporting unit, we estimated fair values using a discounted cash flow approach from the perspective of a market participant. Significant assumptions used in the discounted cash flow approach are revenue growth rates, gross margin, EBITDA margins, discount rate and long-term revenue growth rate. The cash flow forecasts of the reporting unit, which we updated to reflect the uncertainty caused by COVID-19, are based on management’s long-term view of our markets and are the forecasts that senior management and the Board of Directors use to evaluate the Company's overall and individual reporting unit operating performance. The discount rate utilized is management’s estimate of what the market’s weighted average cost of capital is for a company with a similar debt rating and stock volatility, as measured by beta. The terminal business value is determined by applying the long-term growth rate to the latest year for which a forecast exists. As part of our goodwill quantitative testing process, we evaluate whether there are reasonably likely changes to management’s estimates that would have a material impact on the results of the goodwill impairment testing.

As of March 31, 2020, no impairment of goodwill existed for the Canada reporting unit. Testing did indicate that the fair value of the Canada reporting unit exceeded its carrying value by less than 5%. This reduction in fair value of the Canada reporting unit, which was previously greater than 10% at the time of the October 1, 2019 annual impairment test, was primarily driven by significant uncertainty surrounding the effect that the COVID-19 pandemic will have on the reporting unit’s near-term cash flows, triggering a decrease in the reporting unit's forecasted near-term cash flows. The length of time and extent to which the pandemic will impact our customers remains unclear, and assumptions used in the discounted cash flow approach reflect management's estimates as of the date of this filing.

U.S. Reporting Unit

After performing a similar interim impairment test for the U.S. reporting unit as that for the Canada reporting unit utilizing a discounted cash flow method, which was adjusted for considerations related to COVID-19, we concluded that the fair value continues to be significantly in excess of the carrying value.

The following table summarizes the segment allocation of recorded goodwill on our unaudited Condensed Consolidated Balance Sheets as of March 31, 2020:

(in thousands)March 31, 2020Percent of Total December 31, 2019Percent of Total
U.S.$105,922
79.7% $91,131
75.6%
Canada26,903
20.3% 29,478
24.4%
Total Goodwill$132,825
  $120,609
 

There continues to be uncertainty surrounding the macroeconomic factors for the Canada reporting unit. Changes in the expected length of the current downturn, timing of recovery, or long-term revenue growth or profitability for this reporting unit could increase the likelihood of a future impairment. Additionally, changes in market participant assumptions such as an increased discount rate or further share price reductions could increase the likelihood of a future impairment.

Regulatory Environment and Compliance

There have been no significant developments with respect to our regulatory environment and compliance since December 31, 2018,2019, as described in our 20182019 Form 10-K for the year ended December 31, 2018.10-K.


ITEM 3.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For quantitative and qualitative disclosures about our market risks, see "Quantitative and Qualitative Disclosures about Market Risk" in our 20182019 Form 10-K for the year ended December 31, 2018.2019. There have been no material changes to the amounts presented therein.

LIBOR is used as a reference rate for certain of our financial instruments, such as our revolving credit facilities. LIBOR is set to be phased out at the end of 2021. We are currently reviewing how the LIBOR phase-out will affect the Company, but we do not expect the impact to be material.

ITEM 4.         CONTROLS AND PROCEDURES

Disclosure controls and procedures 

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including without limitation, controls and procedures designed to ensure that information required to be disclosed in reports we file under the Exchange Act is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on an evaluation of our disclosure controls and procedures as disclosed in Item 9A of our 2018 Form 10-K for the year ended December 31, 2018,end of the period covered by this report conducted by our management, concluded that our internal control over financial reporting was not effective at December 31, 2018 becausewith the participation of the identification of a material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement ofChief Executive Officer and Chief Financial Officer, the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.


RemediationChief Executive Officer and changes in internal control over financial reporting 

We are taking actions to improve our internal control over financial reporting, including implementing plans as identified in Item 9A of our 2018 Form 10-K, filed with the SEC on March 18, 2019, to address our material weakness. The material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management hasChief Financial Officer concluded through testing, that these controls are operating effectively. We expect that the remediationand procedures were effective as of this material weakness will be completed in 2019.
Except as noted above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) during the three months ended March 31, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.2020.

Limitation on the effectiveness of controls
Our management, including our CEOChief Executive Officer and CFO,Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. A control system also can be circumvented by collusion or improper management override. Because of such limitations, disclosure controls and internal control over financial reporting cannot prevent or detect all misstatements, whether unintentional errors or fraud. However, these inherent limitations are known features of the financial reporting process, therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.


Internal control over financial reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) during the three months ended March 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART 2.II.     OTHER INFORMATION

ITEMItem 1.         LEGAL PROCEEDINGSLegal Proceedings
The information required by this item is included in Note 13, - "Contingent Liabilities" of the Notes to the unaudited Condensed Consolidated Financial Statements in this Form 10-Q and is incorporated herein by reference.



ITEMItem 1A.     RISK FACTORSRisk Factors
There were no material changes to our risk factors as described in our 20182019 Form 10-K for the year ended December 31, 2018.2019 or in our Current Report on Form 8-K filed on April 8, 2020, except for the following:

We have covenants in our debt agreements which may restrict our flexibility to operate our business. If we do not comply with these covenants, our failure could have a material adverse effect on our results of operations or financial condition.

Our debt agreements contain customary restrictive covenants, including limitations on consolidated indebtedness, liens, investments, subsidiary investments and asset dispositions, and require us to maintain certain leverage and interest coverage ratios. Failure to comply with these covenants could result in an event of default that, if not cured or waived, could result in reduced liquidity and could have a material adverse effect on our operating results and financial condition. In addition, an event of default under one of our debt agreements may result in our then-outstanding debt to become immediately due and payable.

In addition, Our Non-Recourse Canada SPV Facility and Non-Recourse U.S. SPV Facility contain default, delinquency and net spread ratio limits and our Non-Recourse U.S. SPV Facility also contains a cash collection percentage limit on the receivables pledged to each facility. If these limits were exceeded, it would potentially impact our ability to draw under the terms of these agreements. Further, in certain instances, if ratios are exceeded, we may be required to redirect all excess cash to the credit providers. These limits are calculated based on the portfolio collateralizing the respective credit line.

Failure to comply with our debt covenants could have a material adverse effect on our liquidity, results of operation or financial condition if we are either unable to access capital at such time that it is critical to our business or if we are required to reduce our outstanding indebtedness.

ITEMItem 2.         UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSUnregistered Sales of Equity Securities and Use of Proceeds

None.Issuer Purchases of Equity Securities

The 2017 Incentive Plan permits the netting of common stock upon vesting of restricted stock units to satisfy individual tax withholding requirements. See Note 6, "Share-Based Compensation" for additional information regarding the 2017 Incentive Plan. During the quarter ended March 31, 2020, we reacquired 75,968 shares of common stock related to such tax withholdings. See Note 18, "Share Repurchase Program" for additional information regarding share repurchases during the first quarter of 2020.

The following table provides information with respect to purchases we made of our common stock during the quarter ended March 31, 2020.
PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Dollar Value of Shares that may yet be Purchased under the Plans or Programs(1)
(In millions)
January 2020408,059
$10.53
397,500
$0.6
February 202085,695
10.11
81,544
24.8
March 2020122,976
6.87
61,718

Total616,730
$9.74
540,762
$
(1) Includes shares withheld from employees as tax payments for shares issued under our stock-based compensation plans. See Note 6, "Share-Based Compensation" of the Notes to unaudited Consolidated Financial Statements for additional details on our stock-based compensation plans.
(2) As of the end of the period.

ITEMItem 3.         DEFAULTS UPON SENIOR SECURITIESDefaults Upon Senior Securities

None.

ITEMItem 4.         MINE SAFETY DISCLOSURESMine Safety Disclosures

None.

ITEMItem 5.         OTHER INFORMATIONOther Information

(a)    Disclosure of Unreported 8-K Information

None.On March 25, 2020, the Company and two of its wholly owned subsidiaries (CURO Canada Receivables GP Inc. and CURO Canada Receivables Limited Partnership, by its General Partner, CURO Canada Receivables GP Inc.) entered into an Amendment Agreement to Credit Agreement and Guaranty (the “Amendment”), which amended the (i) Credit Agreement, dated as of August 2, 2018, among CURO Canada Receivables Limited Partnership, by its General partner, CURO Canada Receivables GP Inc., WF Marlie 2018-1, Ltd., as Lender, Waterfall Asset Management, LLC, as Administrative Agent and the other Lenders party thereto and the (ii) Guaranty, dated as of August 2, 2018, among CURO Group Holdings Corp., LendDirect Corp., Cash Money Cheque Cashing Inc., CURO Canada Receivables Limited Partnership, CURO Canada Receivables GP Inc., WF Marlie 2018-1, Ltd. and Waterfall Asset Management, LLC (the “Guaranty”). The Amendment aligns the measurement of the net worth covenant to the Company’s reporting of GAAP Stockholders’ Equity and establishes the minimum that the Company is required to maintain, which will be tested as of the end of each fiscal quarter beginning with the quarter ended March 31, 2020. The Amendment also includes immaterial administrative amendments to the Guaranty.

(b)    Material Changes to Director Nominee Procedures

None.



ITEMItem 6.        EXHIBITSExhibits

Exhibit no. Exhibit Description
3.1
3.2
10.1 
10.2 
10.3 
10.4
10.5
10.6
31.1 
31.2 
32.1 
101 
The following unaudited financial information from the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2019,2020, filed with the SEC on May 6, 2019,4, 2020, formatted in Extensible Business Reporting Language (“XBRL”) includes: (i) Condensed Consolidated Balance Sheets at March 31, 20192020 and December 31, 2018,2019, (ii) Condensed Consolidated Statements of Operations for the quarter ended March 31, 20192020 and 2018,2019, (iii) Condensed Consolidated Statements of Comprehensive Income for the quarter ended March 31, 20192020 and 2018,2019, (iv) Condensed Consolidated Statements of Cash Flows for the quarter ended March 31, 20192020 and 2018,2019, and (v) Notes to Condensed Consolidated Financial Statements**

* Filed herewith.
+ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are not material and would likely cause competitive harm to the Company if publicly disclosed.


SIGNATURE
Signature

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 6, 20194, 2020                CURO Group Holdings Corp.

 By:/s/ Roger Dean
  Roger Dean
  Executive Vice-PresidentVice President and Chief Financial Officer

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