~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(unaudited)~~

NOTE 13 – ~~CONTINGENT LIABILITIES~~COMMITMENTS 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 certain defendants also violated Section 20(a) of the Exchange Act as "control persons" of CURO. Plaintiffs purport to bring these claims on behalf of a class of investors who purchased Company common stock between 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.

~~The~~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 ~~opinion~~outcome of ~~management, based upon~~any particular proceeding, the ~~advice of legal counsel,~~Company does not believe the ~~likelihood is remote that the impact~~result of any of these ~~pending litigation~~ matters ~~either individually or in the aggregate, would~~will 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 Company~~Operating leases entered into ~~operating~~by 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 date~~as 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. ~~For~~The 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 ~~several~~certain 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 $17.0 million for the period ended June 30, 2019. Some of the leases are with related parties and have terms similar to the non-related party leases previously described. Operating lease costs for unrelated third-party leases were $15.3 million and for related party leases were $1.7 million for the three months ended June 30, 2019.

~~During the six months ended June 30, 2019, cash paid for amounts included in the measurement of the liabilities and the operating cash flows were $17.4 million.~~

~~The following table summarizes the future minimum lease payments that the Company is contractually obligated to make under operating leases as of June 30, 2019:~~

(in thousands) Third-Party Related-Party Total
2019 $ 15,517
$ 1,840
$ 17,357
2020 30,735
3,752
34,487
2021 30,344
3,852
34,196
2022 29,353
3,909
33,262
2023 25,280
3,616
28,896
Thereafter 44,277
10,883
55,160
Total 175,506
27,852
203,358
Less: Imputed interest (45,852 ) (8,663 ) (54,515 )
Operating lease liabilities $ 129,654
$ 19,189
$ 148,843

~~As of June 30, 2019, the weighted average remaining lease term was 6.3 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,
	2020			2019
Operating lease costs:
Third-Party	$	7,626		$	7,621
Related-Party	864			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 leases	6.3 years			6.1 years
Weighted average discount rate - Operating leases	10.3		%	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 ~~boards~~Boards of ~~directors~~Directors 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 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 the 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 (in thousands):



	Three Months Ended March 31,
	2020			2019⁽¹⁾
Revenue	$	—		$	6,957
Provision for losses	��			1,703
Net revenue	—			5,254

Cost of providing services
Office	—			246
Other costs of providing services	—			61
Advertising	—			775
Total cost of providing services	—			1,082
Gross margin	—			4,172
Operating (income) expense
Corporate, district and other expenses	—			3,810
Interest income	—			(4		)
(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.

Revenue and expenses related to discontinued operations included activity prior to the deconsolidation of the U.K. ~~Subsidiaries~~subsidiaries effective February 25, 2019. For the ~~six~~three months ended ~~June 30,~~March 31, 2019, ~~"Loss~~"(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~~Federal and state income tax benefit of ~~$46.6~~$47.4 million ~~which will~~as of March 31, 2019, to be ~~available to offset the Company's~~applied against future ~~U.S. federal and state~~ income tax obligations. ~~In the second quarter of~~Subsequently, in 2019, the Company revised the ~~estimate~~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 ~~tax basis in~~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 ~~resulting in a $0.8 million reduction in~~as all balances were written off when the ~~income tax benefit recorded in~~U.K. segment entered into administration during the first quarter of 2019.

The following table presents ~~financial results~~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, 2020	105,922		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 ~~meet~~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 ~~criteria of Discontinued Operations and, therefore, are excluded from~~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 ~~continuing operations:~~

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.

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands) 2019 2018
2019⁽¹⁾
2018
Revenue $ —
$ 11,814
$ 6,957
$ 22,729
Provision for losses —
5,639
1,703
9,787
Net revenue —
6,175
5,254
12,942

Cost of providing services
Office —
545
246
1,073
Other costs of providing services —
125
61
1,094
Advertising —
2,441
775
4,312
Total cost of providing services —
3,111
1,082
6,479
Gross margin —
3,064
4,172
6,463
Operating expense (income)
Corporate, district and other expenses —
5,675
3,810
10,700
Interest income —
(7 ) (4 ) (12 )
Loss on disposition —
—
39,414
—
Total operating expense —
5,668
43,220
10,688
Pre-tax (loss) income from operations of discontinued operations —
(2,604 ) (39,048 ) (4,225 )
Income tax expense (benefit) related to disposition 834
139
(46,589 ) 139
Net income (loss) from discontinued operations $ (834 ) $ (2,743 ) $ 7,541
$ (4,364 )
(1) Includes U.K. Subsidiaries financial results from January 1, 2019 to February 25, 2019.
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 ~~presents~~summarizes the ~~aggregate carrying amounts~~allocation of the estimated fair values of the assets acquired and liabilities assumed at the date of ~~the U.K. Subsidiaries:~~acquisition:

(in thousands) June 30,
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
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 equivalents	3,360
Accounts receivable	465
Property and equipment	358
Intangible assets	1,101
Goodwill	14,791
Operating lease asset	235
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:~~

Six Months Ended
June 30,
(in thousands)
2019⁽¹⁾
2018
Net cash (used in) / provided by discontinued operating activities $ (504 ) $ 5,458
Net cash used in discontinued investing activities (14,213 ) (14,349 )
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 16 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION~~

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

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

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

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

~~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.

In February 2017, CFTC issued $470.0 million aggregate principal amount 12.00% Senior Secured Notes, the proceeds of which were used together with available cash, to (i) redeem the outstanding 10.75% Senior Secured Notes due 2018 of CURO Intermediate, (ii) redeem the outstanding 12.00% Senior Cash Pay Notes due 2017 and (iii) pay fees, expenses, premiums and accrued interest in connection with the offering. CFTC sold the Senior Secured Notes to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”) or outside the U.S. to non-U.S. persons in compliance with Regulation S of the Securities Act.

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


~~(i)~~	~~CURO as the issuer of the 8.25% Senior Secured Notes;~~

~~(ii)~~

The Company's subsidiary guarantors, which are comprised of its domestic subsidiaries, including CFTC as the issuer of the 12.00% Senior Secured Notes that were redeemed in August 2018, CURO Intermediate, and U.S. SPV as the issuer of the Non-Recourse U.S. SPV Facility that was extinguished in October 2018, and excluding Canada SPV (the “Subsidiary Guarantors”), on a consolidated basis, which are 100% owned by CURO, and which are guarantors of the 8.25% Senior Secured Notes issued in August 2018;


~~(iii)~~	~~The Company's other subsidiaries on a consolidated basis, which are not guarantors of the 8.25% Senior Secured Notes (the “Subsidiary Non-Guarantors”)~~


~~(iv)~~	~~Consolidating and eliminating entries representing adjustments to:~~


a.	~~eliminate intercompany transactions between or among us, the Subsidiary Guarantors and the Subsidiary Non-Guarantors; and~~


b.	~~eliminate the investments in subsidiaries;~~


~~(v)~~	~~The Company and its subsidiaries on a consolidated basis.~~

~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(unaudited)~~

~~Condensed Consolidating Balance Sheets~~

June 30, 2019
(dollars in thousands)
Subsidiary
Guarantors
Subsidiary
Non-Guarantors
Canada SPV CURO Eliminations CURO
Consolidated
Assets:
Cash $ 68,354
$ 23,943
$ —
$ —
$ —
$ 92,297
Restricted cash 16,198
2,695
14,819
—
—
33,712
Loans receivable, net 269,298
48,297
190,121
—
—
507,716
Right of use asset - operating leases 79,000
61,982
—
—
—
140,982
Deferred income taxes (7,848 ) —
—
10,485
—
2,637
Income taxes receivable (470 ) 6,395
—
31,654
—
37,579
Prepaid expenses and other 23,038
7,203
—
—
—
30,241
Property and equipment, net 44,209
28,784
—
—
—
72,993
Goodwill 91,131
29,319
—
—
—
120,450
Other intangibles, net 8,420
22,237
—
—
—
30,657
Intercompany receivable 107,251
—
—
—
(107,251 ) —
Investment in subsidiaries —
—
—
(1,515 ) 1,515
—
Other 15,401
690
—
—
—
16,091
Total assets $ 713,982
$ 231,545
$ 204,940
$ 40,624
$ (105,736 ) $ 1,085,355
Liabilities and Stockholders' equity:
Accounts payable and accrued liabilities $ 44,667
$ (1,166 ) $ 15,020
$ 753
$ —
$ 59,274
Deferred revenue 5,237
3,430
45
—
—
8,712
Lease liability - operating leases 86,685
62,158
—
—
—
148,843
Income taxes payable (18,731 ) —
—
18,731
—
—
Accrued interest 2
—
713
18,975
—
19,690
Payable to CURO Holdings Corp. 736,920
—
—
(736,920 ) —
—
CSO liability for losses 9,504
—
—
—
—
9,504
Long-term debt —
—
90,976
677,536
—
768,512
Intercompany payable —
20,002
87,249
—
(107,251 ) —
Other liabilities 7,999
595
—
—
—
8,594
Deferred tax liabilities (4,171 ) 4,848
—
4,171
—
4,848
Total liabilities 868,112
89,867
194,003
(16,754 ) (107,251 ) 1,027,977
Stockholder’s equity (154,130 ) 141,678
10,937
57,378
1,515
57,378
Total liabilities and stockholder’s equity $ 713,982
$ 231,545
$ 204,940
$ 40,624
$ (105,736 ) $ 1,085,355

~~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 SPV CURO Eliminations CURO
Consolidated
Assets:
Cash $ 42,403
$ 18,772
$ —
$ —
$ —
$ 61,175
Restricted cash 9,993
2,606
12,840
—
—
25,439
Loans receivable, net 304,542
56,805
136,187
—
—
497,534
Deferred income taxes —
1,534
—
—
—
1,534
Income taxes receivable 7,190
—
—
9,551
—
16,741
Prepaid expenses and other 37,866
5,722
—
—
—
43,588
Property and equipment, net 47,918
28,832
—
—
—
76,750
Goodwill 91,131
28,150
—
—
—
119,281
Other intangibles, net 8,418
21,366
—
—
—
29,784
Intercompany receivable 77,009
—
—
—
(77,009 ) —
Investment in subsidiaries —
—
—
(101,665 ) 101,665
—
Other 12,253
677
—
—
—
12,930
Assets from discontinued operations —
2,406
—
—
32,455
34,861
Total assets $ 638,723
$ 166,870
$ 149,027
$ (92,114 ) $ 57,111
$ 919,617
Liabilities and Stockholder's equity:
Accounts payable and accrued liabilities $ 38,240
$ 5,734
$ 4,980
$ 192
$ —
$ 49,146
Deferred revenue 5,981
3,462
40
—
—
9,483
Income taxes payable —
1,579
—
—
—
1,579
Accrued interest 149
—
831
19,924
—
20,904
Payable to CURO Holdings Corp. 768,345
—
—
(768,345 ) —
—
CSO liability for losses 12,007
—
—
—
—
12,007
Deferred rent 9,559
1,292
—
—
—
10,851
Long-term debt 20,000
—
107,479
676,661
—
804,140
Subordinated shareholder debt —
2,196
—
—
—
2,196
Intercompany payable —
224
44,330
—
(44,554 ) —
Other liabilities 4,967
833
—
—
—
5,800
Deferred tax liabilities 15,175
—
—
(1,445 ) —
13,730
Liabilities from discontinued operations —
8,882
—
—
—
8,882
Total liabilities 874,423
24,202
157,660
(73,013 ) (44,554 ) 938,718
Stockholder’s equity (235,700 ) 142,668
(8,633 ) (19,101 ) 101,665
(19,101 )
Total liabilities and stockholder’s equity $ 638,723
$ 166,870
$ 149,027
$ (92,114 ) $ 57,111
$ 919,617

~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(unaudited)~~

~~Condensed Consolidating Statements of Operations~~

Three Months Ended June 30, 2019
(dollars in thousands) Subsidiary
Guarantors Subsidiary
Non-Guarantors Canada SPV CURO Eliminations CURO
Consolidated
Revenue $ 210,046
$ 28,162
$ 26,092
$ —
$ —
$ 264,300
Provision for losses 92,552
6,344
13,114
—
—
112,010
Net revenue 117,494
21,818
12,978
—
—
152,290
Cost of providing services:

Salaries and benefits 17,422
8,664
—
—
—
26,086
Occupancy 8,033
5,899
—
—
—
13,932
Office 4,004
1,453
—
—
—
5,457
Other costs of providing services 11,789
1,065
—
—
—
12,854
Advertising 11,179
1,601
—
—
—
12,780
Total cost of providing services 52,427
18,682
—
—
—
71,109
Gross margin 65,067
3,136
12,978
—
—
81,181
Operating (income) expense:

Corporate, district and other expenses 30,766
6,422
(781 ) 2,631
—
39,038
Intercompany management fee (3,237 ) 3,229
8
—
—
—
Interest expense 27
7
2,375
14,614
—
17,023
Intercompany interest (income) expense (1,513 ) 890
623
—
—
—
Total operating expense 26,043
10,548
2,225
17,245
—
56,061
Income (loss) from continuing operations before income taxes 39,024
(7,412 ) 10,753
(17,245 ) —
25,120
Provision (benefit) for income tax expense 9,591
1,094
—
(3,232 ) —
7,453
Net income (loss) from continuing operations 29,433
(8,506 ) 10,753
(14,013 ) —
17,667
Net loss on discontinued operations —
(834 ) —
—
—
(834 )
Net (loss) income 29,433
(9,340 ) 10,753
(14,013 ) —
16,833
Equity in net income (loss) of subsidiaries:
CFTC —
—
—
30,846
(30,846 ) —
Guarantor Subsidiaries 29,433
—
—
—
(29,433 ) —
Non-Guarantor Subsidiaries (9,340 ) —
—
—
9,340
—
SPV Subs 10,753
—
—
—
(10,753 ) —
Net income (loss) attributable to CURO $ 60,279
$ (9,340 ) $ 10,753
$ 16,833
$ (61,692 ) $ 16,833

~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(unaudited)~~

Three Months Ended June 30, 2018
(dollars in thousands) CFTC CURO Intermediate Subsidiary Guarantors Subsidiary Non-Guarantors SPV Subs Eliminations
CFTC
Consolidated
CURO Eliminations CURO Consolidated
Revenue $ —
$ —
$ 118,034
$ 47,043
$ 72,092
$ —
$ 237,169
$ —
$ —
$ 237,169
Provision for losses —
—
46,320
14,360
25,667
—
86,347
—
—
86,347
Net revenue —
—
71,714
32,683
46,425
—
150,822
—
—
150,822
Cost of providing services:

Salaries and benefits —
—
18,070
8,838
—
—
26,908
—
—
26,908
Occupancy —
—
7,643
5,677
—
—
13,320
—
—
13,320
Office —
—
4,247
1,285
—
—
5,532
—
—
5,532
Other store operating expenses —
—
11,254
881
466
—
12,601
—
—
12,601
Advertising —
—
12,409
2,704
—
—
15,113
—
—
15,113
Total cost of providing services —
—
53,623
19,385
466
—
73,474
—
—
73,474
Gross Margin —
—
18,091
13,298
45,959
—
77,348
—
—
77,348
Operating (income) expense:

Corporate, district and other expenses 458
18
25,383
4,759
46
—
30,664
2,316
—
32,980
Intercompany management fee —
—
(6,920 ) 3,281
3,639
—
—
—
—
—
Interest expense 16,585
—
(60 ) 7
3,940
—
20,472
—
—
20,472
Intercompany interest (income) expense —
(904 ) (180 ) 1,084
—
—
—
—
—
—
Loss on extinguishment of debt —
—
—
—
—
—
—
—
—
—
Total operating expense 17,043
(886 ) 18,223
9,131
7,625
—
51,136
2,316
—
53,452
(Loss) income from continuing operations before income taxes (17,043 ) 886
(132 ) 4,167
38,334
—
26,212
(2,316 ) —
23,896
(Benefit) provision for income tax expense (5,418 ) 13,668
(4,458 ) 1,962
—
—
5,754
(576 ) —
5,178
Net (loss) income from continuing operations (11,625 ) (12,782 ) 4,326
2,205
38,334
—
20,458
(1,740 ) —
18,718
Net loss from discontinued operations —
—
—
(2,743 ) —
—
(2,743 ) —
—
(2,743 )
Net (loss) income (11,625 ) (12,782 ) 4,326
(538 ) 38,334
—
17,715
(1,740 ) —
15,975
Equity in net income (loss) of subsidiaries:

CFTC —
—
—
—
—
—
—
20,458
(20,458 ) —
CURO Intermediate (12,782 ) —
—
—
—
12,782
—
—
—
—
Guarantor Subsidiaries 4,326
—
—
—
—
(4,326 ) —
—
—
—
Non-Guarantor Subsidiaries 2,205
—
—
—
—
(2,205 ) —
—
—
—
SPV Subs 38,334
—
—
—
—
(38,334 ) —
—
—
—
Net income (loss) attributable to CURO $ 20,458
$ (12,782 ) $ 4,326
$ (538 ) $ 38,334
$ (32,083 ) $ 17,715
$ 18,718
$ (20,458 ) $ 15,975

~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(unaudited)~~

Six Months Ended June 30, 2019
(dollars in thousands) Subsidiary
Guarantors Subsidiary
Non-Guarantors Canada SPV CURO Eliminations CURO
Consolidated
Revenue $ 436,165
$ 54,936
$ 51,138
$ —
$ —
$ 542,239
Provision for losses 177,532
10,443
26,420
—
—
214,395
Net revenue 258,633
44,493
24,718
—
—
327,844
Cost of providing services:
Salaries and benefits 37,373
17,414
—
—
—
54,787
Occupancy 16,043
12,126
—
—
—
28,169
Office 7,893
2,677
—
—
—
10,570
Other costs of providing services 24,921
2,153
—
—
—
27,074
Advertising 17,533
3,033
—
—
—
20,566
Total cost of providing services 103,763
37,403
—
—
—
141,166
Gross margin 154,870
7,090
24,718
—
—
186,678
Operating (income) expense:
Corporate, district and other expenses 72,304
11,604
(755 ) 4,973
—
88,126
Intercompany management fee (6,300 ) 6,284
16
—
—
—
Interest expense 317
79
5,265
29,052
—
34,713
Intercompany interest (income) expense (2,393 ) 1,770
623
—
—
—
Total operating expense 63,928
19,737
5,149
34,025
—
122,839
Income (loss) from continuing operations before income taxes 90,942
(12,647 ) 19,569
(34,025 ) —
63,839
Provision (benefit) for income tax expense 23,610
2,129
—
(8,240 ) —
17,499
Net income (loss) from continuing operations 67,332
(14,776 ) 19,569
(25,785 ) —
46,340
Net loss on discontinued operations —
7,541
—
—
—
7,541
Net (loss) income 67,332
(7,235 ) 19,569
(25,785 ) —
53,881
Equity in net income (loss) of subsidiaries:
CFTC —
—
—
79,666
(79,666 ) —
Guarantor Subsidiaries 67,332
—
—
—
(67,332 ) —
Non-Guarantor Subsidiaries (7,235 ) —
—
—
7,235
—
SPV Subs 19,569
—
—
—
(19,569 ) —
Net income (loss) attributable to CURO $ 146,998
$ (7,235 ) $ 19,569
$ 53,881
$ (159,332 ) $ 53,881

~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(unaudited)~~

Six Months Ended June 30, 2018
(dollars in thousands) CFTC CURO Intermediate Subsidiary Guarantors Subsidiary Non-Guarantors SPV Subs Eliminations
CFTC
Consolidated
CURO Eliminations CURO Consolidated
Revenue $ —
$ —
$ 246,442
$ 93,293
$ 148,277
$ —
$ 488,012
$ —
$ —
$ 488,012
Provision for losses —
—
82,089
26,910
54,231
—
163,230
—
—
163,230
Net revenue —
—
164,353
66,383
94,046
—
324,782
—
—
324,782
Cost of providing services:
Salaries and benefits —
—
36,089
17,737
—
—
53,826
—
—
53,826
Occupancy —
—
15,289
11,458
—
—
26,747
—
—
26,747
Office —
—
9,830
2,155
—
—
11,985
—
—
11,985
Other store operating expenses —
—
23,284
1,801
947
—
26,032
—
—
26,032
Advertising —
—
17,568
5,430
—
—
22,998
—
—
22,998
Total cost of providing services —
—
102,060
38,581
947
—
141,588
—
—
141,588
Gross Margin —
—
62,293
27,802
93,099
—
183,194
—
—
183,194
Operating (income) expense:
Corporate, district and other expenses 906
25
53,375
9,656
76
—
64,038
4,371
—
68,409
Intercompany management fee —
—
(13,822 ) 6,775
7,047
—
—
—
—
—
Interest expense 34,907
—
(172 ) 64
8,027
—
42,826
—
—
42,826
Intercompany interest (income) expense —
(1,784 ) (259 ) 2,043
—
—
—
—
—
—
Loss on extinguishment of debt 11,683
—
—
—
—
—
11,683
—
—
11,683
Total operating expense 47,496
(1,759 ) 39,122
18,538
15,150
—
118,547
4,371
—
122,918
(Loss) income from continuing operations before income taxes (47,496 ) 1,759
23,171
9,264
77,949
—
64,647
(4,371 ) —
60,276
(Benefit) provision for income tax expense (12,259 ) 32,165
(6,043 ) 3,891
—
—
17,754
(1,109 ) —
16,645
Net (loss) income from continuing operations (35,237 ) (30,406 ) 29,214
5,373
77,949
—
46,893
(3,262 ) —
43,631
Net loss from discontinued operations —
—
—
(4,364 ) —
—
(4,364 ) —
—
(4,364 )
Net (loss) income (35,237 ) (30,406 ) 29,214
1,009
77,949
—
42,529
(3,262 ) —
39,267
Equity in net income (loss) of subsidiaries:
CFTC —
—
—
—
—
—
—
42,529
(42,529 ) —
CURO Intermediate (30,406 ) —
—
—
—
30,406
—
—
—
—
Guarantor Subsidiaries 29,214
—
—
—
—
(29,214 ) —
—
—
—
Non-Guarantor Subsidiaries 1,009
—
—
—
—
(1,009 ) —
—
—
—
SPV Subs 77,949
—
—
—
—
(77,949 ) —
—
—
—
Net income (loss) attributable to CURO $ 42,529
$ (30,406 ) $ 29,214
$ 1,009
$ 77,949
$ (77,766 ) $ 42,529
$ 39,267
$ (42,529 ) $ 39,267

~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(unaudited)~~

~~Condensed Consolidating Statements of Cash Flows~~

Six Months Ended June 30, 2019
(dollars in thousands) Subsidiary Guarantors
Subsidiary
Non-Guarantors
Canada SPV CURO Eliminations CURO Consolidated
Cash flows from operating activities

Net cash provided by (used in) continuing operating activities $ 204,323
$ 10,929
$ 93,690
$ 1,833
$ 1,544
$ 312,319
Net cash used in discontinued operating activities —
(504 ) —
—
—
(504 )
Cash flows from investing activities:

Purchase of property, equipment and software (4,998 ) (1,166 ) —
—
—
(6,164 )
Investment in Cognical Holdings (4,368 ) —
—
—
—
(4,368 )
Originations of loans, net (142,871 ) (3,227 ) (71,101 ) —
—
(217,199 )
Net cash (used in) provided by continuing investing activities (152,237 ) (4,393 ) (71,101 ) —
—
(227,731 )
Net cash used in discontinued investing activities —
(14,213 ) —
—
—
(14,213 )
Cash flows from financing activities:

Proceeds from Non-Recourse U.S. SPV facility —
—
—
—
—
—
Payments on Non-Recourse U.S. SPV facility —
—
—
—
—
—
Proceeds from Non-Recourse Canada SPV facility —
—
3,750
—
—
3,750
Payments on Non-Recourse Canada SPV facility —
—
(24,752 ) —
—
(24,752 )
Proceeds from revolving credit facilities 30,000
38,002
—
—
—
68,002
Payments on revolving credit facilities (50,000 ) (38,002 ) —
—
—
(88,002 )
Payments on subordinated stockholder debt —
(2,245 ) —
—
—
(2,245 )
Proceeds from exercise of stock options 69
—
—
(42 ) —
27
Debt issuance costs paid —
—
(169 ) (29 ) —
(198 )
Repurchase of common stock —
—
—
(1,762 ) —
(1,762 )
Net cash used in provided by financing activities ⁽¹⁾
(19,931 ) (2,245 ) (21,171 ) (1,833 ) —
(45,180 )

Effect of exchange rate changes on cash and restricted cash —
2,444
561
—
(1,544 ) 1,461
Net increase (decrease) in cash and restricted cash 32,155
(7,982 ) 1,979
—
—
26,152
Cash and restricted cash at beginning of period 52,397
34,620
12,840
—
—
99,857
Cash at end of period $ 84,552
$ 26,638
$ 14,819
$ —
$ —
$ 126,009
(1) Financing activities include continuing operations only and were not impacted by discontinued operations

~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(unaudited)~~

Six Months Ended June 30, 2018
(dollars in thousands) CFTC CURO Intermediate Subsidiary Guarantors
Subsidiary
Non-Guarantors
SPV Subs Eliminations
CFTC
Consolidated
CURO CURO
Consolidated
Cash flows from operating activities:
Net cash provided (used) in continuing operating activities $ 87,848
$ —
$ 38,259
$ 53,104
$ 67,767
$ 12,305
$ 259,283
$ (12,550 ) $ 246,733
Net cash provided by (used in) discontinued operating activities —
—
—
14,225
—
(8,767 ) 5,458
—
5,458
Net cash provided by (used in) operating activities 87,848
—
38,259
67,329
67,767
3,538
264,741
(12,550 ) 252,191
Cash flows from investing activities:
Purchase of property, equipment and software —
—
(1,983 ) (974 ) —
—
(2,957 ) —
(2,957 )
Originations of loans, net —
—
(84,640 ) (48,795 ) (61,201 ) —
(194,636 ) —
(194,636 )
Investment in Cognical Holdings (958 ) —
—
—
—
—
(958 ) —
(958 )
Net cash (used in) provided by continuing investing activities (958 ) —
(86,623 ) (49,769 ) (61,201 ) —
(198,551 ) —
(198,551 )
Net cash provided by (used in) discontinued investing activities —
—
—
(14,349 ) —
—
(14,349 ) —
(14,349 )
Net cash provided by (used in) investing activities (958 ) —
(86,623 ) (64,118 ) (61,201 ) —
(212,900 ) —
(212,900 )
Cash flows from financing activities:
Proceeds from Non-Recourse U.S. SPV facility —
—
—
—
13,000
—
13,000
—
13,000
Payments on Non-Recourse U.S. SPV facility —
—
—
—
(19,163 ) —
(19,163 ) —
(19,163 )
Proceeds from revolving credit facilities 10,000
—
—
8,798
—
—
18,798
—
18,798
Payments on revolving credit facilities (10,000 ) —
—
(8,798 ) —
—
(18,798 ) —
(18,798 )
Net proceeds from issuance of common stock —
—
—
—
—
—
—
12,431
12,431
Proceeds from exercise of stock options —
—
—
—
—
—
—
39
39
Payments on 12.00% Senior Secured Notes (77,500 ) —
—
—
—
—
(77,500 ) —
(77,500 )
Payments of call premiums from early debt extinguishments (9,300 ) —
—
—
—
—
(9,300 ) —
(9,300 )
Debt issuance costs paid (90 ) —
—
(78 ) —
—
(168 ) —
(168 )
Net cash (used in) provided by financing activities⁽¹⁾
(86,890 ) —
—
(78 ) (6,163 ) —
(93,131 ) 12,470
(80,661 )

Effect of exchange rate changes on cash —
—
—
(651 ) —
(3,538 ) (4,189 ) —
(4,189 )
Net (decrease) increase in cash and restricted cash —
—
(48,364 ) 2,482
403
—
(45,479 ) (80 ) (45,559 )
Cash and restricted cash at beginning of period —
—
119,056
48,484
6,871
—
174,411
80
174,491
Cash and restricted cash at end of period —
—
70,692
50,966
7,274
—
128,932
—
128,932
Less: Cash and restricted cash at end of period of Discontinued Operations —
—
—
12,460
—
—
12,460
—
12,460
Cash and restricted cash at end of period of Continuing Operations $ —
$ —
$ 70,692
$ 38,506
$ 7,274
$ —
$ 116,472
$ —
$ 116,472

~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(unaudited)~~

NOTE 1718 – SHARE REPURCHASE PROGRAM

In February 2020, the Company's Board of Directors authorized a new share repurchase program for up to $25.0 million of its common stock. Under the program, 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, ~~will continue until~~was completed ~~or terminated. CURO expects~~in February 2020. Under this program, the ~~purchases to be~~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 made 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 ~~will be~~are available for use in connection with equity plans or other corporate purposes.

~~Under this program,~~Separately, in August 2019, the Company ~~has~~entered into a Share Repurchase Agreement (the “Share Repurchase Agreement”) with FFL, a related party. Pursuant to the Share Repurchase Agreement, the Company repurchased ~~244,200~~2,000,000 shares of its common stock, ~~through June 30, 2019.~~par value $0.001 per share, owned by FFL, in a private transaction at a purchase price equal to $13.55 per share of Common Stock. The ~~table below summarizes~~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 share repurchase ~~activity during the three and six months ended June 30, 2019:~~

Six Months Ended June 30,
(in thousands, except per share amounts and number of share amounts) 2019
Total number of shares repurchased 244,200
Average price paid per share $ 10.26
Total value of shares repurchased $ 2,507

Total authorized repurchase amount $ 50,000
Total value of shares repurchased 2,507
Total remaining authorized repurchase amount $ 47,493

program authorized in April 2019.

NOTE 1819 – SUBSEQUENT EVENTS

~~Cognical Investment~~New Non-Recourse U.S. SPV Facility

~~During July 2019,~~On April 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 declared a dividend under its previously announced dividend program, of $0.055 per share to be paid on May 27, 2020 to stockholders of record as ~~part~~ of the ~~broader capital structure reorganization by the investee company described in~~ ~~Note 1 - "Summary~~close of ~~Significant Accounting Policies and Nature of Operations"~~ ~~and~~ ~~Note 8 - "Financial Instruments", the Company purchased 10,695,187 additional preferred shares of Zibby for $4.0 million. As a result of this transaction, the Company's fully-diluted ownership in Zibby increased to 42.3%.~~business on May 13, 2020.

~~Share Repurchase Program~~

~~The Company repurchased 989,500 shares from July 1, 2019 through August 2, 2019:~~

July 1 - August 2
(in thousands, except per share amounts and number of share amounts)

2019
Total number of shares repurchased 989,500
Average price paid per share $ 10.85
Total value of shares repurchased $ 10,731

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 “Risk Factors” in our ~~Annual Report on~~2019 Form 10-K for

the year ended December 31, ~~2018~~2019 filed with the ~~Securities and Exchange Commissions (the "SEC")~~SEC on March ~~18, 2019 ("~~9, 2020 and our Current Report on Form 8-K, filed with the ~~"2018 Form 10-K")~~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 in~~In the U.S., our stores operate under "Speedy Cash" and ~~Canada, as well as organically, including~~"Rapid Cash." In the ~~launch~~second 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, the June~~ 2017, ~~launch of Avio~~we launched "Avio Credit," an online Installment and Open-End ~~Loan brand in the U.S. market that is currently available in 11 states, and the February 2019 launch of Revolve Finance, discussed immediately below.~~

~~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. stores. This product provides customers~~ 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:

~~Share Repurchase Program. Our Board~~Full-year 2020 earnings guidance was withdrawn.

Cancellation of ~~Directors authorized a~~the 2020 Short-Term Incentive Plan.

Suspension of our $25 million share repurchase program, previously announced in ~~April 2019 providing~~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.

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.

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 acquired Ad Astra, previously our exclusive provider of third-party collection services for the ~~repurchase~~U.S. business. The acquisition allows us to bring all U.S. servicing and recovery in-house, drive operational and financial synergies to ensure all aspects of upthe 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 the Notes to ~~$50.0 million of our common stock. The repurchase program, which commenced June 2019, will continue until completed or terminated. We expect~~ the purchases to be made from time-to-time in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. Any repurchased shares will be availableunaudited Condensed Consolidated Financial Statements for ~~use in connection with equity plans and for other corporate purposes. Under this program, the Company has repurchased 244,200 shares of common stock through June 30, 2019.~~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 ~~facilities~~facility 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 Scheme~~the 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 described~~plus 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 filed with the SEC on 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")10-K 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").additional details.

In our Current Report on Form 8-K filed with the SEC on January 31, 2019, our results of operations included a $30.3 million expense comprised of (i) a proposed $23.6 million fund to settle historical redress claims and (ii) $6.7 million in advisory and other costs that would be required to execute the 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 with the SEC on March 1, 2019 appropriately included $4.6 million of fourth quarter 2018 redress costs and related charges which represented known claims as of December 31, 2018. See "Controls and Procedures" in our 2018 Form 10-K for further discussion.

~~Refer to the “Regulatory Environment and Compliance” below for additional information regarding recent regulatory developments that may impact our business.~~

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

Revenue by Product

~~Year-over-year comparisons~~We exclude financial results of our former U.K. operations 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~~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 tables summarize revenue by product, including CSO fees, ~~for credit services organization ("CSO"),~~ for the periods ~~indicated.~~indicated (in thousands, unaudited):


	For the Three Months Ended												For the Three Months Ended
	June 30, 2019						June 30, 2018						March 31, 2020						March 31, 2019
(in thousands, unaudited)	U.S.		Canada		Total		U.S.		Canada		Total
													U.S.		Canada		Total		U.S.		Canada		Total
Unsecured Installment	$	120,482	$	1,630	$	122,112	$	111,244	$	3,692	$	114,936	$	120,829	$	1,580	$	122,409	$	134,003	$	1,775	$	135,778
Secured Installment	26,076		—		26,076		25,777		—		25,777		26,286		—		26,286		27,477		—		27,477
Open-End	32,318		22,654		54,972		23,261		3,961		27,222		41,990		28,992		70,982		32,593		20,276		52,869
Single-Pay	26,425		19,103		45,528		24,978		33,347		58,325		28,154		17,003		45,157		27,168		19,593		46,761
Ancillary	4,745		10,867		15,612		4,866		6,043		10,909		4,509		11,463		15,972		4,878		10,176		15,054
Total revenue	$	210,046	$	54,254	$	264,300	$	190,126	$	47,043	$	237,169	$	221,768	$	59,038	$	280,806	$	226,119	$	51,820	$	277,939

~~ITEM~~Item 1A. ~~RISK FACTORS~~Risk Factors

There were no material changes to our risk factors as described in our ~~2018~~2019 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:

~~Our industry is strictly regulated everywhere~~We have covenants in our debt agreements which may restrict our flexibility to operate our business. If we ~~operate, and~~do not comply with these ~~regulations~~covenants, our failure could have a material adverse effect on our ~~business and results of operations.~~

We are subject to substantial regulation everywhere we operate. In the U.S. and Canada, our business is subject to a variety of statutes and regulations enacted by government entities at the federal, state or provincial, and municipal levels. These regulations affect our business in many ways, and include regulations relating to:

~~the amount we may charge in interest rates and fees;~~

the terms of our loans (such as maximum and minimum durations), repayment requirements and limitations, number and frequency of loans, maximum loan amounts, renewals and extensions, required repayment plans and reporting and use of state-wide databases;

~~underwriting requirements;~~

~~collection and servicing activity, including initiation of payments from consumer accounts;~~

~~the establishment and operation of CSOs or CABs;~~

~~licensing, reporting and document retention;~~

~~unfair, deceptive and abusive acts and practices;~~

~~discrimination;~~

~~disclosures, notices, advertising and marketing;~~

~~loans to members of the military and their dependents;~~

~~requirements governing electronic payments, transactions, signatures and disclosures;~~

~~check cashing;~~

~~money transmission;~~

~~currency and suspicious activity recording and reporting;~~

~~privacy and use of personally identifiable information and consumer data, including credit reports;~~

~~anti-money laundering and counter-terrorist financing requirements, including currency and suspicious transaction recording and reporting;~~

~~posting of fees and charges; and~~

repossession practices in certain jurisdictions where we operate as a title lender, including requirements regarding notices and prompt remittance of excess proceeds for the sale of repossessed automobiles.

For a more detailed description of the regulations to which we are subject and the regulatory environment in the jurisdictions in which we operate see “Regulatory Environment and Compliance” in our 2018 Form 10-K and in this Form 10-Q.

These regulations, outside of our control, affect our business in many ways, including affecting the loans and other products we can offer, the prices we can charge, the other terms of our loans and other products, the customers to whom we are allowed to lend, how we obtain our customers, how we communicate with our customers, how we pursue repayment of our loans and many others. Consequently, these restrictions adversely affect our loan volume, revenues, delinquencies and other aspects of our business, including our results of operations.

For example, in June 2018, we discontinued the use of secondary payment cards for affected borrowers who do not explicitly reauthorize the use of secondary payment cards. For these borrowers, in the event we cannot obtain payment through the bank account or payment card listed on the borrower’s application and as authorized by the borrower, we must rely exclusively on other collection methods, such as delinquency notices and/or collection calls. The discontinuation for affected borrowers of our current use of secondary cards which have not been reauthorized by the borrower will increase collections costs and reduce collections effectiveness. Even in advance of the effective date of the 2017 Final CFPB Rule (and even if the 2017 Final CFPB Rule does not become effective), it is possible that we will make further changes to our payment practices in a manner that will increase costs and/or reduce revenues.

In addition, on June 26, 2019, the California Senate Banking and Financial Institutions Committees passed Assembly Bill 539, which imposes an interest rate cap on all consumer loans between $2,500 and $10,000 of 36% plus the Federal Funds Rate. On July 9, 2019, the California Senate Judiciary Committee also passed Assembly Bill 539 and the bill was referred to the Senate Appropriations Committee. The deadline for Assembly Bill 539 to pass both houses is September 13, 2019, and the deadline to be signed by the Governor and passed into law is October 13th, 2019. Revenue from California Unsecured and Secured Installment loans amounted to 13.3% of total revenue from continuing operations for the trailing twelve months ended June 30, 2019. As of June 30, 2019, California Unsecured and Secured Installment gross loans receivable were $86.5 million and $42.3 million, respectively. We continue to evaluate the 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 ~~financial condition as a~~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 ~~this bill~~default that, if not cured or waived, could result in reduced liquidity and alternatives available to service customers in the California market. If we are unsuccessful in managing the transition of our California business and operations from affected installment loans to existing and alternative products, Assembly Bill 539 could have a material adverse effect on our ~~business~~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 ~~operations.~~

Further, during 2018, the California Consumer Privacy Act (“CCPA”) was passed into law, effective January 1, 2020. CCPA broadens consumer rights with respect to their personal information, imposing expanded obligations to disclose the categories and uses of personal information a business collects, providing consumers a rightoperation or financial condition if we are either unable to access capital at such time that information, a right to opt out of the sale of personal information and the right to request that a business delete personal information about the consumer subject to certain exemptions. CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, which may increase the costs of data breach litigation. CCPA contains a number of ambiguities, was previously amended and we anticipate further amendments before its effective date. Other states and possibly the federal government may adopt laws similar to the CCPA. While it is ~~too early~~critical to ~~know its full impact, these developments could ultimately result in the imposition of requirements on CURO and other consumer financial service providers that could increases costs~~our business or ~~otherwise adversely affect~~if we are required to reduce our ~~business.~~outstanding indebtedness.

~~ITEM~~Item 2. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~Unregistered Sales of Equity Securities and Use of Proceeds

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 ~~June 30, 2019,~~March 31, 2020, we reacquired ~~2,790~~75,968 shares of common stock ~~with a weighted average fair market value of $12.14 as a result of~~related to such tax withholdings.

~~In April 2019,~~ See Note 18, "Share Repurchase Program" for additional information regarding share repurchases during the ~~Company's Board~~first quarter 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, will continue until completed or terminated. CURO expects the purchases to be made 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 will be available for use in connection with equity plans or other corporate purposes.2020.

The following table provides information with respect to purchases we made of our common stock during the quarter ended ~~June 30, 2019.~~March 31, 2020.

Period
Total Number of Shares Purchased⁽¹⁾
Average Price Paid Per Share Total 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⁽²⁾
(In milions)

April 2019 2,790
$ 12.14
—
$ —
May 2019 —
—
—

June 2019 —
—
244,200
47.5
Total 2,790
$ 12.14
244,200
$ 47.5
(1) Represents shares withheld from employees as tax payments for shares issued under our stock-based compensation plans. See Note 11, "Share-Based Compensation" of the Notes to Consolidated Financial Statements for additional details on our stock-based compensation plans.
(2) As of the end of the period.



Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total 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 2020	408,059	$	10.53	397,500	$	0.6
February 2020	85,695	10.11		81,544	24.8
March 2020	122,976	6.87		61,718	—
Total	616,730	$	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.

~~ITEM~~Item 3. ~~DEFAULTS UPON SENIOR SECURITIES~~Defaults Upon Senior Securities

None.

~~ITEM~~Item 4. ~~MINE SAFETY DISCLOSURES~~Mine Safety Disclosures

None.

~~ITEM~~Item 5. ~~OTHER INFORMATION~~Other 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.

~~ITEM~~Item 6. ~~EXHIBITS~~Exhibits



Exhibit no.		Exhibit Description
~~3.1~~10.1		~~Amended~~Loan and ~~Restated Certificate~~Security Agreement by and among CURO Receivables Finance II, LLC; Atalaya Asset Income Fund VI LP; and Midtown Madison Management LLC, as administrative agent, dated as of ~~Incorporation of the Registrant (previously filed as Exhibit 3.1 to the Current Report on Form 8-K filed on December 11, 2017)~~April 8, 2020.*+
~~3.2~~10.2		~~Form~~Indemnity Guaranty by CURO Financial Technologies Corp.; CURO Group Holdings Corp.; CURO Intermediate Holdings Corp.; CURO Receivables Holdings II, LLC; and CURO Management LLC for the benefit of ~~Amended~~Midtown Madison Management, LLC, dated as of April 8, 2020.*
10.3		Servicing Agreement between CURO Receivables Finance II, LLC and ~~Restated Bylaws~~CURO Management, LLC, dated as of ~~the Registrant (previously filed~~April 8, 2020.*
10.4		Loan Purchase Agreement (Tier I) by and between CURO Receivables Holdings II, LLC and certain wholly-owned subsidiaries of CURO Group Holdings Corp., dated as ~~Exhibit 3.2~~of April 8, 2020.*
10.5		Loan Purchase Agreement (Tier II) by and between CURO Receivables Finance II, LLC and CURO Receivables Holdings II, LLC, dated as of April 8, 2020.*
10.6		Amendment Agreement to ~~the Current Report on Form 8-K filed on December 11, 2017)~~Credit Agreement and Guaranty by and among CURO Canada Receivables Limited Partnership, by its general partner, CURO Canada Receivables GP Inc.; CURO Canada Receivables, Inc.; CURO Group Holdings Corp.; WF Marlie 2018-1, LTD; Waterfall Asset Management, LLC; LendDirect Corp.; and Cash Money Cheque Cashing Inc., dated as of March 25, 2020.* +
31.1		Certifications of Chief Executive Officer of the Company under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certifications of Chief Financial Officer of the Company under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This certification accompanies this report and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed for purposes of §18 of the Securities Exchange Act of 1934, as amended
101		The following unaudited financial information from the Company's Quarterly Report on Form 10-Q for the period ended ~~June 30, 2019,~~March 31, 2020, filed with the SEC on ~~August 5, 2019,~~May 4, 2020, formatted in Extensible Business Reporting Language (“XBRL”) includes: (i) Condensed Consolidated Balance Sheets at ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, (ii) Condensed Consolidated Statements of Operations for the quarter ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ (iii) Condensed Consolidated Statements of Comprehensive Income for the quarter ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ (iv) Condensed Consolidated Statements of Cash Flows for the quarter ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ 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: ~~August 5, 2019~~May 4, 2020 CURO Group Holdings Corp.



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

6860



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)



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	CURO	New York Stock Exchange



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



		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets –
	~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019	35
	Condensed Consolidated Statements of Operations –
	Three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~	46
	Condensed Consolidated Statements of Comprehensive Income –
	Three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~	57
	Condensed Consolidated Statements of Cash Flows -–
	~~Six~~Three months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~	68
	Notes to Condensed Consolidated Financial Statements	810
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4132
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	6457
Item 4.	Controls and Procedures	6457

PART 2 – OTHER INFORMATION

Item 1.	Legal Proceedings	6657
Item 1A.	Risk Factors	6658
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6758
Item 3.	Defaults Upon Senior Securities	6758
Item 4.	Mine Safety Disclosures	6858
Item 5.	Other Information	6858
Item 6.	Exhibits	6859

SIGNATURES		60



Term or abbreviation		Definition
12.00% Senior Secured Notes		12.00% 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 Act		Tax Cuts and Jobs Act of 2017
2019 Form 10-K		Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 9, 2020.
8.25% Senior Secured Notes		8.25% Senior Secured Notes, issued in August 2018 for $690.0 million, which mature on September 1, 2025
Ad Astra		Ad Astra Recovery Services, Inc., our former provider of third-party collection services for the U.S. business that we acquired in January 2020
Adjusted EBITDA		EBITDA plus or minus certain non-cash and other adjusting items; Refer to "Supplemental Non-GAAP Financial Information" for additional details.
ALL		Allowance for loan losses
Allowance Build		Incremental COVID-related provision expense as a result of additions to the Allowance for Loan Losses
Allowance coverage		Allowance for loan losses as a percentage of gross loans receivable
AOCI		Accumulated Other Comprehensive Income (Loss)
ASC		Accounting Standards Codification
ASU		Accounting Standards Update
Average gross loans receivable		Utilized to calculate product yield and NCO rates; calculated as average of beginning of quarter and end of quarter gross loans receivable
CAB		Credit access bureau
CARES Act		Coronavirus Aid, Relief, and Economic Security Act
Cash Money		Cash Money Cheque Cashing Inc., a Canadian subsidiary
Cash Money Revolving Credit Facility		C$10.0 million revolving credit facility with Royal Bank of Canada
CECL		Current expected credit loss
CFTC		CURO Financial Technologies Corp., a wholly-owned subsidiary of the Company
CODM		Chief Operating Decision Maker
Condensed Consolidated Financial Statements		The unaudited condensed consolidated financial statements presented in this Form 10-Q
COVID-19		An infectious disease caused by the 2019 novel coronavirus disease
CSO		Credit services organization
EBITDA		Earnings Before Interest, Taxes, Depreciation and Amortization
EPS		Earnings per share
Exchange Act		Securities Exchange Act of 1934
FASB		Financial Accounting Standards Board
FFL		Friedman Fleischer & Lowe Capital Partners II, L.P. and its affiliated investment funds, a related party to the Company
Form 10-Q		Quarterly Report on Form 10-Q
Gross Combined Loans Receivable		Gross loans receivable plus loans originated by third-party lenders which are Guaranteed by the Company
Guaranteed by the Company		Loans originated by third-party lenders through CSO program which we guarantee but are not include in the Condensed Consolidated Financial Statements
Katapult		Cognical Holdings, Inc. (formerly known as Zibby), a private lease-to-own platform for online, brick and mortar and omni-channel retailers
NCO		Net charge-off; total charge-offs less total recoveries
NOL		Net operating loss
Non-Recourse Canada SPV Facility		A four-year revolving credit facility with Waterfall Asset Management, LLC with capacity up to C$250.0 million
Non-Recourse U.S. SPV Facility		A four year, asset-backed revolving credit facility with Atalaya Capital Management with capacity up to $200.0 million if certain conditions are met
ROU		Right of use



Term or abbreviation		Definition
RSU		Restricted Stock Unit
SEC		Securities and Exchange Commission
Senior Revolver		Senior Secured Revolving Loan Facility
SRC		Smaller Reporting Company
Stride Bank		In 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 GAAP		Generally accepted accounting principles in the United States
VIE		Variable Interest Entity; our wholly-owned, bankruptcy-remote special purpose subsidiary


	June 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
	(unaudited)
ASSETS
Cash	$	92,297		$	61,175		$	138,714		$	75,242
Restricted cash (includes restricted cash of consolidated VIEs of $14,819 and $12,840 as of June 30, 2019 and December 31, 2018, respectively)	33,712			25,439
Gross loans receivable (includes loans of consolidated VIEs of $215,309 and $148,876 as of June 30, 2019 and December 31, 2018, respectively)	609,593			571,531
Less: allowance for loan losses (includes allowance for losses of consolidated VIEs of $25,188 and $12,688 as of June 30, 2019 and December 31, 2018, respectively)	(101,877		)	(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, net	507,716			497,534			464,595			558,993
Right of use asset - operating leases (Note 1)	140,982			—
Deferred income taxes	2,637			1,534
Income taxes receivable	37,579			16,741			24,435			11,426
Prepaid expenses and other	30,241			43,588			34,120			35,890
Property and equipment, net	72,993			76,750			66,787			70,811
Right of use asset - operating leases							114,272			117,453
Deferred tax assets							—			5,055
Goodwill	120,450			119,281			132,825			120,609
Other intangibles, net of accumulated amortization	30,657			29,784
Other	16,091			12,930
Assets from discontinued operations (Note 15)	—			34,861
Other intangibles, net							33,944			33,927
Other assets							15,547			17,710
Total Assets	$	1,085,355		$	919,617		$	1,066,766		$	1,081,895
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities	$	59,274		$	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 revenue	8,712			9,483			6,655			10,170
Lease liability - operating leases (Note 1)	148,843			—
Income taxes payable	—			1,579
Accrued interest (includes accrued interest of consolidated VIEs of $713 and $831 as of June 30, 2019 and December 31, 2018, respectively)	19,690			20,904
Lease liability - operating leases							121,715			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 loans	9,504			12,007			9,189			10,623
Deferred rent	—			10,851
Long-term debt (includes long-term debt and issuance costs of consolidated VIEs of $94,565 and $3,588 as of June 30, 2019 and $111,335 and $3,856 as of December 31, 2018, respectively)	768,512			804,140
Subordinated stockholder debt	—			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 liabilities	8,594			5,800			9,095			10,664
Deferred tax liabilities	4,848			13,730			13,095			4,452
Liabilities from discontinued operations (Note 15)	—			8,882
Total Liabilities	1,027,977			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; 46,499,482 and 46,412,231 shares issued as of June 30, 2019 and December 31, 2018, respectively; and 46,255,282 and 46,412,231 shares outstanding as of June 30, 2019 and December 31, 2018, respectively	9			9
Treasury stock, at cost - 244,200 shares as of June 30, 2019	(2,507		)	—
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 ends							9			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 capital	64,790			60,015			70,798			68,087
Retained earnings (accumulated deficit)	35,816			(18,065		)
Retained earnings							127,472			93,423
Accumulated other comprehensive loss	(40,730		)	(61,060		)	(60,856		)	(38,663		)
Total Stockholders' Equity	57,378			(19,101		)	59,571			50,513
Total Liabilities and Stockholders' Equity	$	1,085,355		$	919,617		$	1,066,766		$	1,081,895


	Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended March 31,
	2019			2018			2019		2018			2020		2019
Revenue	$	264,300		$	237,169		$	542,239	$	488,012		$	280,806	$	277,939
Provision for losses	112,010			86,347			214,395		163,230			113,536		102,385
Net revenue	152,290			150,822			327,844		324,782			167,270		175,554

Cost of providing services
Salaries and benefits	26,086			26,908			54,787		53,826			26,007		28,701
Occupancy	13,932			13,320			28,169		26,747			14,016		14,237
Office	5,457			5,532			10,570		11,985			5,674		5,113
Other costs of providing services	12,854			12,601			27,074		26,032			9,655		14,220
Advertising	12,780			15,113			20,566		22,998			12,219		7,786
Total cost of providing services	71,109			73,474			141,166		141,588			67,571		70,057
Gross margin	81,181			77,348			186,678		183,194			99,699		105,497

Operating expense
Corporate, district and other expenses	39,038			32,980			88,126		68,409			42,807		49,088
Interest expense	17,023			20,472			34,713		42,826			17,324		17,690
Loss on extinguishment of debt	—			—			—		11,683
Loss from equity method investment												1,618		—
Total operating expense	56,061			53,452			122,839		122,918			61,749		66,778
Income from continuing operations before income taxes	25,120			23,896			63,839		60,276			37,950		38,719
Provision for income taxes	7,453			5,178			17,499		16,645			1,937		10,046
Net income from continuing operations	17,667			18,718			46,340		43,631			36,013		28,673
Net (loss) income from discontinued operations, net of tax	(834		)	(2,743		)	7,541		(4,364		)
Net income (loss) from discontinued operations, before income tax												390		(39,048		)
Income tax expense (benefit) related to disposition												98		(47,423		)
Net income from discontinued operations												292		8,375
Net income	$	16,833		$	15,975		$	53,881	$	39,267		$	36,305	$	37,048

Basic earnings per share:
Continuing operations												$	0.88	$	0.62
Discontinued operations												0.01		0.18
Basic earnings per share												$	0.89	$	0.80

Diluted earnings per share:
Continuing operations												$	0.86	$	0.61
Discontinued operations												0.01		0.18
Diluted earnings per share												$	0.87	$	0.79

Weighted average common shares outstanding:
Basic	46,451			45,650			46,438		45,578			40,817		46,424
Diluted	47,107			47,996			47,335		47,757			41,892		47,319

Basic income (loss) per share:
Continuing operations	$	0.38		$	0.41		$	1.00	$	0.96
Discontinued operations	(0.02		)	(0.06		)	0.16		(0.10		)
Basic income per share	$	0.36		$	0.35		$	1.16	$	0.86

Diluted income (loss) per share:
Continuing operations	$	0.38		$	0.39		$	0.98	$	0.92
Discontinued operations	(0.02		)	(0.06		)	0.16		(0.10		)
Diluted income per share	$	0.36		$	0.33		$	1.14	$	0.82


	Six Months Ended June 30,						Three Months Ended March 31,
	2019			2018			2020			2019
Cash flows from operating activities
Net income from continuing operations	$	46,340		$	43,631		$	36,013		$	28,673
Adjustments to reconcile net income to net cash provided by continuing operating activities:
Depreciation and amortization	9,571			9,005			4,537			4,920
Provision for loan losses	214,395			163,230			113,536			102,385
Amortization of debt issuance costs and bond (premium)/discount	1,568			2,117
Amortization of debt issuance costs and bond discount							688			872
Deferred income tax (benefit) expense	(3,596		)	3,199			14,093			(10,343		)
Loss on disposal of property and equipment	1,834			517			44			991
Loss on extinguishment of debt	—			11,683
Increase in cash surrender value of life insurance	(991		)	(2,223		)
Share-based compensation expense	4,816			4,023
Loss from equity method investment							1,618			—
Share-based compensation							3,194			2,172
Changes in operating assets and liabilities:
Accrued fees and service charges on loans receivable	(1,171		)	2,928
Accrued interest on loans receivable							16,671			1,937
Prepaid expenses and other assets	16,344			5,853			982			9,938
Other assets	(3,790		)	—			332			(6,374		)
Accounts payable and accrued liabilities	9,527			(2,080		)	(7,492		)	2,326
Deferred revenue	(915		)	(1,193		)	(3,276		)	(1,709		)
Income taxes payable	25,123			26,727			—			29,562
Income taxes receivable	(8,253		)	(18,436		)	(13,134		)	(9,890		)
Deferred rent	—			127
Accrued Interest	(1,247		)	(3,284		)
Accrued interest							(14,389		)	(15,329		)
Other liabilities	2,764			909			(1,548		)	868
Net cash provided by continuing operating activities	312,319			246,733			151,869			140,999
Net cash (used in) provided by discontinued operating activities	(504		)	5,458
Net cash provided by (used in) discontinued operating activities							390			(504		)
Net cash provided by operating activities	311,815			252,191			152,259			140,495
Cash flows from investing activities
Purchase of property, equipment and software	(6,164		)	(2,957		)	(3,658		)	(3,119		)
Loans receivable originated or acquired	(879,081		)	(1,063,072		)	(439,244		)	(420,568		)
Loans receivable repaid	661,882			868,436			378,843			355,621
Investments in Cognical Holdings	(4,368		)	(958		)
Investments in Katapult							—			(1,568		)
Acquisition of Ad Astra, net of acquiree's cash received							(14,418		)	—
Net cash used in continuing investing activities	(227,731		)	(198,551		)	(78,477		)	(69,634		)
Net cash used in discontinued investing activities	(14,213		)	(14,349		)	—			(14,213		)
Net cash used in investing activities	(241,944		)	(212,900		)	(78,477		)	(83,847		)
Cash flows from financing activities
Net proceeds from issuance of common stock	—			12,431
Proceeds from Non-Recourse U.S. SPV facility	—			13,000
Payments on Non-Recourse U.S. SPV facility	—			(19,163		)
Proceeds from Non-Recourse Canada SPV facility	3,750			—			23,560			3,762
Payments on Non-Recourse Canada SPV facility	(24,752		)	—			(42,497		)	(24,831		)
Payments on 12.00% Senior Secured Notes	—			(77,500		)
Debt issuance costs paid	(198		)	(168		)	(150		)	(199		)
Proceeds from credit facilities	68,002			18,798			69,938			30,478
Payments on credit facilities	(88,002		)	(18,798		)	(44,938		)	(50,478		)
Payments on subordinated stockholder debt	(2,245		)	—
Payments of call premiums from early debt extinguishments	—			(9,300		)
Proceeds from exercise of stock options	27			39			126			40
Payments to net share settle restricted stock units vesting							(609		)	(37		)
Repurchase of common stock	(1,762		)	—			(5,908		)	—
Dividends paid to stockholders							(2,247		)	—
Net cash used in financing activities ⁽¹⁾	(45,180		)	(80,661		)	(2,725		)	(41,265		)
Effect of exchange rate changes on cash and restricted cash							(837		)	1,938
Net increase in cash and restricted cash							70,220			17,321
Cash and restricted cash at beginning of period							110,021			99,857
Cash and restricted cash at end of period							180,241			117,178
(1) Financing activities were not impacted by discontinued operations							(1) Financing activities were not impacted by discontinued operations



Effect of exchange rate changes on cash and restricted cash	1,461		(4,189		)
Net increase (decrease) in cash and restricted cash	26,152		(45,559		)
Cash and restricted cash at beginning of period	99,857		174,491
Cash and restricted cash at end of period	126,009		128,932
Less: Cash and restricted cash of discontinued operations at end of period	—		12,460
Cash and restricted cash of continuing operations at end of period	$	126,009	$	116,472
(1) Financing activities include continuing operations only, and were not impacted by discontinued operations



	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



(dollars in thousands)	Six Months Ended June 30, 2018
As Reported:⁽¹⁾
Net cash provided by continuing operating activities	$	52,097
Net cash used in continuing investing activities	(3,915		)

As Corrected:
Net cash provided by continuing operating activities	246,733
Net cash used in continuing investing activities	(198,551		)
(1) "As reported" balances include amounts from continuing operations historically presented within these captions.


(in thousands)	June 30, 2019		December 31, 2018
					March 31, 2020		December 31, 2019
Assets
Restricted cash	$	14,819	$	12,840	$	22,317	$	17,427
Gross loans receivable less allowance for loan losses	190,121		136,187
Loans receivable less allowance for loan losses					203,837		220,067
Total Assets	$	204,940	$	149,027	$	226,154	$	237,494
Liabilities
Accounts payable and accrued liabilities	$	15,020	$	4,980	$	13,267	$	13,462
Deferred revenue	45		40		39		46
Accrued interest	713		831		627		871
Long-term debt	90,977		107,479
Intercompany payable					80,240		69,639
Debt					84,874		112,221
Total Liabilities	$	106,755	$	113,330	$	179,047	$	196,239



	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2019		2018		2019		2018
Unsecured Installment	$	122,112	$	114,936	$	257,890	$	240,315
Secured Installment	26,076		25,777		53,553		52,633
Open-End	54,972		27,222		107,841		54,445
Single-Pay	45,528		58,325		92,289		118,682
Ancillary	15,612		10,909		30,666		21,937
Total revenue	$	264,300	$	237,169	$	542,239	$	488,012



	December 31, 2019
	Single-Pay⁽¹⁾			Unsecured Installment			Secured Installment			Open-End			Total
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.



	June 30, 2019
(in thousands)	Unsecured Installment		Secured Installment		Open-End		Total
Delinquent loans receivable
0-30 days past due	$	14,995	$	7,096	$	14,997	$	37,088
31-60 days past due	11,176		3,358		9,455		23,989
61-90 days past due	11,866		3,762		10,944		26,572
Total delinquent loans receivable	$	38,037	$	14,216	$	35,396	$	87,649


	December 31, 2018						March 31, 2020
(in thousands)	Unsecured Installment		Secured Installment		Total
							Unsecured Installment		Secured Installment		Open-End		Total
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


	June 30, 2019						March 31, 2020
(in thousands)	Unsecured Installment		Secured Installment		Total
							Unsecured Installment		Secured Installment		Total
Delinquent loans receivable
0-30 days past due	$	8,511	$	299	$	8,810	$	7,589	$	255	$	7,844
31-60 days past due	1,052		37		1,089		939		32		971
61-90 days past due	524		18		542
61+ days past due							704		24		728
Total delinquent loans receivable	$	10,087	$	354	$	10,441	$	9,232	$	311	$	9,543



	December 31, 2018
(in thousands)	Unsecured Installment		Secured Installment		Total
Delinquent loans receivable
0-30 days past due	$	9,684	$	369	$	10,053
31-60 days past due	1,255		48		1,303
61-90 days past due	769		29		798
Total delinquent loans receivable	$	11,708	$	446	$	12,154


	Three Months Ended June 30, 2019																		Three Months Ended March 31, 2020
(in thousands)	Single-Pay			Unsecured Installment			Secured Installment			Open-End			Other			Total
																			Single-Pay			Unsecured Installment			Secured Installment			Open-End			Other			Total
Balance, beginning of period	$	3,897		$	33,666		$	9,796		$	46,963		$	—		$	94,322		$	5,869		$	35,587		$	10,305		$	55,074		$	—		$	106,835
Charge-offs	(35,759		)	(37,336		)	(10,295		)	(30,688		)	(1,342		)	(115,420		)	(40,521		)	(38,558		)	(13,110		)	(43,509		)	(1,279		)	(136,977		)
Recoveries	24,301			5,366			2,693			5,537			822			38,719			30,004			5,783			2,909			6,411			575			45,682
Net charge-offs	(11,458		)	(31,970		)	(7,602		)	(25,151		)	(520		)	(76,701		)	(10,517		)	(32,775		)	(10,201		)	(37,098		)	(704		)	(91,295		)
Provision for losses	12,446			33,514			7,802			29,373			520			83,655			9,639			26,182			9,622			40,991			704			87,138
Effect of foreign currency translation	56			13			—			532			—			601			(298		)	(29		)	—			(2,509		)	—			(2,836		)
Balance, end of period	$	4,941		$	35,223		$	9,996		$	51,717		$	—		$	101,877		$	4,693		$	28,965		$	9,726		$	56,458		$	—		$	99,842
Allowance for loan losses as a percentage of gross loan receivables	6.5		%	21.4		%	11.7		%	18.3		%	N/A			16.7		%	8.6		%	23.5		%	13.4		%	18.0		%	N/A			17.7		%


	Three Months Ended June 30, 2019									Three Months Ended March 31, 2020
(in thousands)	Unsecured Installment			Secured Installment			Total
										Unsecured Installment			Secured Installment			Total
Balance, beginning of period	$	8,583		$	78		$	8,661		$	10,553		$	70		$	10,623
Charge-offs	(34,564		)	(683		)	(35,247		)	(41,511		)	(862		)	(42,373		)
Recoveries	7,078			657			7,735			13,762			779			14,541
Net charge-offs	(27,486		)	(26		)	(27,512		)	(27,749		)	(83		)	(27,832		)
Provision for losses	28,336			19			28,355			26,338			60			26,398
Balance, end of period	$	9,433		$	71		$	9,504		$	9,142		$	47		$	9,189


	Three Months Ended June 30, 2018																		Three Months Ended March 31, 2019
(in thousands)	Single-Pay			Unsecured Installment			Secured Installment			Open-End			Other			Total
																			Single-Pay			Unsecured Installment			Secured Installment			Open-End			Other			Total
Balance, beginning of period	$	3,514		$	33,638		$	11,639		$	6,846		$	—		$	55,637		$	4,189		$	37,716		$	12,191		$	19,901		$	—		$	73,997
Charge-offs	(41,242		)	(31,612		)	(11,082		)	(23,807		)	(593		)	(108,336		)	(36,521		)	(44,237		)	(12,671		)	(3,638		)	(1,351		)	(98,418		)
Recoveries	28,266			5,085			2,296			11,883			38			47,568			27,911			6,318			3,123			5,159			898			43,409
Net charge-offs	(12,976		)	(26,527		)	(8,786		)	(11,924		)	(555		)	(60,768		)	(8,610		)	(37,919		)	(9,548		)	1,521			(453		)	(55,009		)
Provision for losses	13,101			23,219			7,533			14,848			555			59,256			8,268			33,845			7,153			25,317			453			75,036
Effect of foreign currency translation	(35		)	(39		)	—			(53		)	—			(127		)	50			24			—			224			—			298
Balance, end of period	$	3,604		$	30,291		$	10,386		$	9,717		$	—		$	53,998		$	3,897		$	33,666		$	9,796		$	46,963		$	—		$	94,322
Allowance for loan losses as a percentage of gross loan receivables	4.3		%	18.9		%	12.3		%	10.7		%	N/A			12.8		%	5.6		%	20.8		%	12.1		%	19.5		%	N/A			17.0		%



	Six Months Ended June 30, 2019
(in thousands)	Single-Pay			Unsecured Installment			Secured Installment			Open-End			Other			Total
Balance, beginning of period	$	4,189		$	37,716		$	12,191		$	19,901		$	—		$	73,997
Charge-offs	(72,280		)	(81,573		)	(22,966		)	(34,326		)	(2,693		)	(213,838		)
Recoveries	52,212			11,684			5,816			10,696			1,721			82,129
Net charge-offs	(20,068		)	(69,889		)	(17,150		)	(23,630		)	(972		)	(131,709		)
Provision for losses	20,714			67,359			14,955			54,690			972			158,690
Effect of foreign currency translation	106			37			—			756			—			899
Balance, end of period	$	4,941		$	35,223		$	9,996		$	51,717		$	—		$	101,877
Allowance for loan losses as a percentage of gross loan receivables	6.5		%	21.4		%	11.7		%	18.3		%	N/A			16.7		%



	Six Months Ended June 30, 2019
(in thousands)	Unsecured Installment			Secured Installment			Total
Balance, beginning of period	$	11,582		$	425		$	12,007
Charge-offs	(75,545		)	(1,760		)	(77,305		)
Recoveries	17,638			1,459			19,097
Net charge-offs	(57,907		)	(301		)	(58,208		)
Provision for losses	55,758			(53		)	55,705
Balance, end of period	$	9,433		$	71		$	9,504



	Six Months Ended June 30, 2018
(in thousands)	Unsecured Installment			Secured Installment			Total
Balance, beginning of period	$	17,073		$	722		$	17,795
Charge-offs	(74,736		)	(2,212		)	(76,948		)
Recoveries	18,326			1,945			20,271
Net charge-offs	(56,410		)	(267		)	(56,677		)
Provision for losses	50,530			(29		)	50,501
Balance, end of period	$	11,193		$	426		$	11,619


	Number of RSUs					Number of RSUs
	Time-Based		Market-Based	Weighted Average Grant Date Fair Value per Share		Time-Based		Market-Based		Weighted Average Grant Date Fair Value per Share
December 31, 2018	1,060,350		—	$	14.29
December 31, 2019						1,061,753		394,861		$	11.47
Granted	579,540		394,755	10.07		571,773		368,539		10.55
Vested	(83,481	)	—	15.59		(197,859	)	—		11.39
Forfeited	(68,778	)	—	14.05		(12,756	)	(2,613	)	12.07
June 30, 2019	1,487,631		394,755	$	12.06
March 31, 2020						1,422,911		760,787		$	11.08



			Estimated Fair Value
	Carrying Value March 31, 2020		Level 1		Level 2		Level 3		Total
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



			Estimated Fair Value
	Carrying Value December 31, 2019		Level 1		Level 2		Level 3		Total
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



			Estimated Fair Value
(in thousands)	Carrying Value June 30, 2019		Level 1		Level 2		Level 3		Total
Financial assets:
Cash	$	92,297	$	92,297	$	—	$	—	$	92,297
Restricted cash	33,712		33,712		—		—		33,712
Loans receivable, net	507,716		—		—		507,716		507,716
Investment in Cognical	7,178		—		—		7,178		7,178
Financial liabilities:
Liability for losses on CSO lender-owned consumer loans	$	9,504	$	—	$	—	$	9,504	$	9,504
8.25% Senior Secured Notes	677,535		—		—		574,211		574,211
Non-Recourse Canada SPV facility	90,977		—		—		94,565		94,565



	Common Stock			Paid-in capital		Retained Earnings (Deficit)			AOCI ⁽¹⁾			Total Stockholders' Equity
(dollars in thousands)	Shares Outstanding	Par Value		Paid-in capital		Retained Earnings (Deficit)			AOCI ⁽¹⁾			Total Stockholders' Equity
Balances at December 31, 2017	44,561,419	$	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, 2018	45,561,419	$	9	$	61,056	$	27,280		$	(45,795	)	$	42,550
Net income from continuing operations	—	—		—		18,718			—			18,718
Net loss from discontinued operations	—	—		—		(2,743		)	—			(2,743		)
Foreign currency translation adjustment	—	—		—		—			(6,754		)	(6,754		)
Cash flow hedge expiration	—	—		—		—			(439		)	(439		)
Share based compensation expense	—	—		1,478		—			—			1,478
Proceeds from exercise of stock options	209,132	—		39		—			—			39
Common stock issued for RSU's vesting	49,994	—		—		—			—			—
Balances at June 30, 2018	45,820,545	$	9	$	62,573	$	43,255		$	(52,988	)	$	52,849
⁽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		Treasury Stock			Paid-in capital			Retained Earnings (Deficit)				AOCI ⁽¹⁾			Total Stockholders' Equity
Balances at December 31, 2019	41,156,224		$	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 options	42,094		—		—			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, 2020	40,779,447		$	9	$	(77,852	)	$	70,798		$	127,472			$	(60,856	)	$	59,571
⁽¹⁾Accumulated other comprehensive income (loss)


(dollars in thousands)	June 30, 2019		December 31, 2018
						Three Months Ended March 31,
						2020		2019
Revenues by segment: ⁽¹⁾
U.S.	$	340,968	$	361,473		$	221,768	$	226,119
Canada	268,625		210,058			59,038		51,820
Total gross loans receivable	$	609,593	$	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."



	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



	June 30, 2019
(dollars in thousands)	Subsidiary Guarantors			Subsidiary Non-Guarantors			Canada SPV		CURO			Eliminations			CURO Consolidated
Assets:
Cash	$	68,354		$	23,943		$	—	$	—		$	—		$	92,297
Restricted cash	16,198			2,695			14,819		—			—			33,712
Loans receivable, net	269,298			48,297			190,121		—			—			507,716
Right of use asset - operating leases	79,000			61,982			—		—			—			140,982
Deferred income taxes	(7,848		)	—			—		10,485			—			2,637
Income taxes receivable	(470		)	6,395			—		31,654			—			37,579
Prepaid expenses and other	23,038			7,203			—		—			—			30,241
Property and equipment, net	44,209			28,784			—		—			—			72,993
Goodwill	91,131			29,319			—		—			—			120,450
Other intangibles, net	8,420			22,237			—		—			—			30,657
Intercompany receivable	107,251			—			—		—			(107,251		)	—
Investment in subsidiaries	—			—			—		(1,515		)	1,515			—
Other	15,401			690			—		—			—			16,091
Total assets	$	713,982		$	231,545		$	204,940	$	40,624		$	(105,736	)	$	1,085,355
Liabilities and Stockholders' equity:
Accounts payable and accrued liabilities	$	44,667		$	(1,166	)	$	15,020	$	753		$	—		$	59,274
Deferred revenue	5,237			3,430			45		—			—			8,712
Lease liability - operating leases	86,685			62,158			—		—			—			148,843
Income taxes payable	(18,731		)	—			—		18,731			—			—
Accrued interest	2			—			713		18,975			—			19,690
Payable to CURO Holdings Corp.	736,920			—			—		(736,920		)	—			—
CSO liability for losses	9,504			—			—		—			—			9,504
Long-term debt	—			—			90,976		677,536			—			768,512
Intercompany payable	—			20,002			87,249		—			(107,251		)	—
Other liabilities	7,999			595			—		—			—			8,594
Deferred tax liabilities	(4,171		)	4,848			—		4,171			—			4,848
Total liabilities	868,112			89,867			194,003		(16,754		)	(107,251		)	1,027,977
Stockholder’s equity	(154,130		)	141,678			10,937		57,378			1,515			57,378
Total liabilities and stockholder’s equity	$	713,982		$	231,545		$	204,940	$	40,624		$	(105,736	)	$	1,085,355



	Six Months Ended June 30, 2019
(dollars in thousands)	Subsidiary Guarantors			Subsidiary Non-Guarantors			Canada SPV			CURO			Eliminations			CURO Consolidated
Cash flows from operating activities
Net cash provided by (used in) continuing operating activities	$	204,323		$	10,929		$	93,690		$	1,833		$	1,544		$	312,319
Net cash used in discontinued operating activities	—			(504		)	—			—			—			(504		)
Cash flows from investing activities:
Purchase of property, equipment and software	(4,998		)	(1,166		)	—			—			—			(6,164		)
Investment in Cognical Holdings	(4,368		)	—			—			—			—			(4,368		)
Originations of loans, net	(142,871		)	(3,227		)	(71,101		)	—			—			(217,199		)
Net cash (used in) provided by continuing investing activities	(152,237		)	(4,393		)	(71,101		)	—			—			(227,731		)
Net cash used in discontinued investing activities	—			(14,213		)	—			—			—			(14,213		)
Cash flows from financing activities:
Proceeds from Non-Recourse U.S. SPV facility	—			—			—			—			—			—
Payments on Non-Recourse U.S. SPV facility	—			—			—			—			—			—
Proceeds from Non-Recourse Canada SPV facility	—			—			3,750			—			—			3,750
Payments on Non-Recourse Canada SPV facility	—			—			(24,752		)	—			—			(24,752		)
Proceeds from revolving credit facilities	30,000			38,002			—			—			—			68,002
Payments on revolving credit facilities	(50,000		)	(38,002		)	—			—			—			(88,002		)
Payments on subordinated stockholder debt	—			(2,245		)	—			—			—			(2,245		)
Proceeds from exercise of stock options	69			—			—			(42		)	—			27
Debt issuance costs paid	—			—			(169		)	(29		)	—			(198		)
Repurchase of common stock	—			—			—			(1,762		)	—			(1,762		)
Net cash used in provided by financing activities ⁽¹⁾	(19,931		)	(2,245		)	(21,171		)	(1,833		)	—			(45,180		)

Effect of exchange rate changes on cash and restricted cash	—			2,444			561			—			(1,544		)	1,461
Net increase (decrease) in cash and restricted cash	32,155			(7,982		)	1,979			—			—			26,152
Cash and restricted cash at beginning of period	52,397			34,620			12,840			—			—			99,857
Cash at end of period	$	84,552		$	26,638		$	14,819		$	—		$	—		$	126,009
(1) Financing activities include continuing operations only and were not impacted by discontinued operations



	Six Months Ended June 30,
(in thousands, except per share amounts and number of share amounts)	2019
Total number of shares repurchased	244,200
Average price paid per share	$	10.26
Total value of shares repurchased	$	2,507

Total authorized repurchase amount	$	50,000
Total value of shares repurchased	2,507
Total remaining authorized repurchase amount	$	47,493



	July 1 - August 2
(in thousands, except per share amounts and number of share amounts)	2019
Total number of shares repurchased	989,500
Average price paid per share	$	10.85
Total value of shares repurchased	$	10,731



	For the Six Months Ended
	June 30, 2019						June 30, 2018
(in thousands, unaudited)	U.S.		Canada		Total		U.S.		Canada		Total
Unsecured Installment	$	254,485	$	3,405	$	257,890	$	231,720	$	8,595	$	240,315
Secured Installment	53,553		—		53,553		52,633		—		52,633
Open-End	64,911		42,930		107,841		49,095		5,350		54,445
Single-Pay	53,593		38,696		92,289		51,043		67,639		118,682
Ancillary	9,623		21,043		30,666		10,228		11,709		21,937
Total revenue	$	436,165	$	106,074	$	542,239	$	394,719	$	93,293	$	488,012



	As of
	March 31, 2020		December 31, 2019		September 30, 2019		June 30, 2019		March 31, 2019
Company Owned gross loans receivable	$	564.4	$	665.8	$	657.6	$	609.6	$	553.2
Gross loans receivable Guaranteed by the Company	55.9		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.