UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2019~~March 31, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to__________

Commission File Number 1-38315

CURO GROUP HOLDINGS CORP.

(Exact name of registrant as specified in its charter)



Delaware		90-0934597
(State or other jurisdiction Of incorporation or organization)		(I.R.S. Employer Identification No.)

3527 North Ridge Road, Wichita, KS		67205
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (316) 772-3801

Former name, former address and former fiscal year, if changed since last report: No Changes

Securities registered pursuant to Section 12(b) of the Act:



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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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



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

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

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

At ~~November~~May 1, ~~2019~~2020 there were ~~41,486,965~~40,789,687 shares of the registrant’s Common Stock, $0.001 par value per share, outstanding.

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES

FORM 10-Q

~~THIRD~~FIRST QUARTER ENDED ~~SEPTEMBER 30, 2019~~MARCH 31, 2020

INDEX



		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets –
	~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019	35
	Condensed Consolidated Statements of Operations –
	Three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	46
	Condensed Consolidated Statements of Comprehensive Income –
	Three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	57
	Condensed Consolidated Statements of Cash Flows -–
	~~Nine~~Three months ended ~~September 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	4332
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	6857
Item 4.	Controls and Procedures	6857

PART 2 – OTHER INFORMATION

Item 1.	Legal Proceedings	7057
Item 1A.	Risk Factors	7058
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7158
Item 3.	Defaults Upon Senior Securities	7258
Item 4.	Mine Safety Disclosures	7258
Item 5.	Other Information	7258
Item 6.	Exhibits	7259

SIGNATURES		7260

GLOSSARY

Terms and abbreviations used throughout this report are defined below.



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

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)


	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
	(unaudited)
ASSETS
Cash	$	62,207		$	61,175		$	138,714		$	75,242
Restricted cash (includes restricted cash of consolidated VIEs of $21,897 and $12,840 as of September 30, 2019 and December 31, 2018, respectively)	38,754			25,439
Gross loans receivable (includes loans of consolidated VIEs of $231,533 and $148,876 as of September 30, 2019 and December 31, 2018, respectively)	657,615			571,531
Less: allowance for loan losses (includes allowance for losses of consolidated VIEs of $25,375 and $12,688 as of September 30, 2019 and December 31, 2018, respectively)	(108,385		)	(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	549,230			497,534			464,595			558,993
Right of use asset - operating leases (Note 1)	118,260			—
Deferred income taxes	1,846			1,534
Income taxes receivable	23,966			16,741			24,435			11,426
Prepaid expenses and other	32,228			43,588			34,120			35,890
Property and equipment, net	70,381			76,750			66,787			70,811
Right of use asset - operating leases							114,272			117,453
Deferred tax assets							—			5,055
Goodwill	120,110			119,281			132,825			120,609
Other intangibles, net of accumulated amortization	32,666			29,784
Other	18,484			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	$	1,068,132		$	919,617		$	1,066,766		$	1,081,895
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities (includes accounts payable and accrued liabilities of consolidated VIEs of $7,259 and $4,980 as of September 30, 2019 and December 31, 2018, respectively)	$	63,685		$	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	9,052			9,483			6,655			10,170
Lease liability - operating leases (Note 1)	126,048			—
Income taxes payable	—			1,579
Accrued interest (includes accrued interest of consolidated VIEs of $777 and $831 as of September 30, 2019 and December 31, 2018, respectively)	5,625			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	10,249			12,007			9,189			10,623
Deferred rent	—			10,851
Debt (includes debt and issuance costs of consolidated VIEs of $105,742 and $3,259 as of September 30, 2019 and $111,335 and $3,856 as of December 31, 2018, respectively)	805,407			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	4,427			13,730			13,095			4,452
Liabilities from discontinued operations (Note 15)	—			8,882
Total Liabilities	1,033,087			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; 46,503,406 and 46,412,231 shares issued as of September 30, 2019 and December 31, 2018, respectively; and 42,347,165 and 46,412,231 shares outstanding as of September 30, 2019 and December 31, 2018, respectively	9			9
Treasury stock, at cost - 4,156,241 as of September 30, 2019	(53,064		)	—
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	67,579			60,015			70,798			68,087
Retained earnings (accumulated deficit)	63,205			(18,065		)
Retained earnings							127,472			93,423
Accumulated other comprehensive loss	(42,684		)	(61,060		)	(60,856		)	(38,663		)
Total Stockholders' Equity	35,045			(19,101		)	59,571			50,513
Total Liabilities and Stockholders' Equity	$	1,068,132		$	919,617		$	1,066,766		$	1,081,895

~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

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

~~(unaudited)~~

NOTE 9 – STOCKHOLDERS' EQUITY

The following table summarizes the changes in stockholders' equity for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2020 and 2019 (in thousands):

Common Stock Paid-in capital Retained Earnings (Deficit)
AOCI ⁽¹⁾
Total Stockholders' Equity
Shares Outstanding Par Value
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 ⁽²⁾ (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
Net loss from continuing operations —
—
—
(42,590 ) —
(42,590 )
Net loss from discontinued operations —
—
—
(4,432 ) —
(4,432 )
   Foreign currency translation adjustment —
—
—
—
2,649
2,649
   Cash flow hedge expiration
—
—
—
—
(187 ) (187 )
   Share based compensation expense —
—
2,792
—
—
2,792
Proceeds from exercise of stock options 222,432
—
369
—
—
369
Initial Public Offering, Net Proceeds (underwriter shares) —
—
(1,586 ) —
—
(1,586 )
Balance at September 30, 2018 46,042,977
$ 9
$ 64,148
$ (3,767 ) $ (50,526 ) $ 9,864
⁽¹⁾Accumulated other comprehensive income (loss)

⁽²⁾In connection with the Company's initial public offering in December 2017, the underwriters had a 30-day option to purchase up to an additional 1.0 million shares of the Company's common stock at the initial public offering price, less the underwriting discount for over-allotments, if any. The underwriters exercised this option and purchased 1.0 million shares on January 5, 2018. The exercise of this option provided additional proceeds of $13.1 million.



	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)



	Common Stock			Treasury Stock		Paid-in capital			Retained Earnings (Deficit)			AOCI ⁽¹⁾			Total Stockholders' Equity (Deficit)
	Shares Outstanding	Par Value		Treasury Stock		Paid-in capital			Retained Earnings (Deficit)			AOCI ⁽¹⁾			Total Stockholders' Equity (Deficit)
Balances at December 31, 2018	46,412,231	$	9	$	—	$	60,015		$	(18,065	)	$	(61,060	)	$	(19,101	)
Net income from continuing operations	—	—		—		—			28,673			—			28,673
Net income from discontinued operations	—	—		—		—			8,375			—			8,375
Foreign currency translation adjustment	—	—		—		—			—			16,695			16,695
Share based compensation expense	—	—		—		2,172			—			—			2,172
Proceeds from exercise of stock options	7,888	—		—		40			—			—			40
Common stock issued for RSU's vesting, net of shares withheld and withholding paid for employee taxes	11,170	—		—		(110		)	—			—			(110		)
Balances at March 31, 2019	46,431,289	$	9	$	—	$	62,117		$	18,983		$	(44,365	)	$	36,744
⁽¹⁾ Accumulated other comprehensive income (loss)

Dividend

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

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~(unaudited)~~

Common Stock Paid-in capital Treasury Stock Retained Earnings (Deficit)
AOCI ⁽¹⁾
Total Stockholders' Equity
Shares Outstanding Par Value
Balances at December 31, 2018 46,412,231
$ 9
$ 60,015
$ —
$ (18,065 ) $ (61,060 ) $ (19,101 )
Net income from continuing operations —
—
—
—
28,673
—
28,673
Net income from discontinued operations —
—
—
—
8,375
—
8,375
Foreign currency translation adjustment —
—
—
—
—
16,695
16,695
Share based compensation expense —
—
2,172
—
—
—
2,172
Proceeds from exercise of stock options 7,888
—
40
—
—
—
40
Common stock issued for RSU's vesting, net of shares withheld and withholding paid for employee taxes 11,170
—
(110 ) —
—
—
(110 )
Balances at March 31, 2019 46,431,289
$ 9
$ 62,117
$ —
$ 18,983
$ (44,365 ) $ 36,744
Net income from continuing operations —
—
—
—
17,667
—
17,667
Net loss from discontinued operations —
—
—
—
(834 ) —
(834 )
Foreign currency translation adjustment —
—
—
—
—
3,635
3,635
Share based compensation expense —
—
2,644
—
—
—
2,644
Proceeds from exercise of stock options 4,908
—
29
—
—
—
29
Repurchase of common stock (244,200 ) —
—
(2,507 ) —
—
(2,507 )
Common stock issued for RSU's vesting, net of shares withheld and withholding paid for employee taxes 63,285
—
—
—
—
—
—
Balances at June 30, 2019 46,255,282
$ 9
$ 64,790
$ (2,507 ) $ 35,816
$ (40,730 ) $ 57,378
Net income from continuing operations —
—
—
—
27,987
—
27,987
Net loss from discontinued operations —
—
—
—
(598 ) —
(598 )
Foreign currency translation adjustment —
—
—
—
—
(1,954 ) (1,954 )
Share based compensation expense —
—
2,771
—
—
—
2,771
Proceeds from exercise of stock options 3,924
—
18
—
—
—
18
Repurchase of common stock ⁽²⁾
(3,912,041 ) —
—
(50,557 ) —
—
(50,557 )
Balances at September 30, 2019 42,347,165
$ 9
$ 67,579
$ (53,064 ) $ 63,205
$ (42,684 ) $ 35,045
⁽¹⁾ Accumulated other comprehensive income (loss)
⁽²⁾Includes the repurchase of 2,000,000 shares of common stock from FFL for $13.55 per share. See Note 17 - "Share Repurchase Program" for additional information.
business on February 18, 2020. Subsequently, on April 30, 2020, the Company's Board of Directors declared a dividend. See Note 19, "Subsequent Events" for more information.

~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

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

~~(unaudited)~~

NOTE 10 – EARNINGS PER SHARE

The following table presents the computation of basic and diluted earnings per share (in thousands, except per share amounts):


	Three Months Ended September 30,						Nine Months Ended September 30,					Three Months Ended March 31,
	2019			2018⁽¹⁾			2019		2018			2020		2019
Net income (loss) from continuing operations	$	27,987		$	(42,590	)	$	74,327	$	1,041
Net (loss) income from discontinued operations, net of tax	(598		)	(4,432		)	$	6,943	$	(8,796	)
Net income (loss)	$	27,389		$	(47,022	)	$	81,270	$	(7,755	)
Net income from continuing operations												$	36,013	$	28,673
Net income from discontinued operations, net of tax												292		8,375
Net income												$	36,305	$	37,048

Weighted average common shares - basic	44,422			45,853			45,759		45,674			40,817		46,424
Dilutive effect of stock options and restricted stock units	1,588			—			1,128		2,387			1,075		895
Weighted average common shares - diluted	46,010			45,853			46,887		48,061			41,892		47,319

Basic earnings (loss) per share:
Basic earnings per share:
Continuing operations	$	0.63		$	(0.93	)	$	1.63	$	0.02		$	0.88	$	0.62
Discontinued operations	(0.01		)	(0.10		)	0.15		(0.19		)	0.01		0.18
Basic earnings per share	$	0.62		$	(1.03	)	$	1.78	$	(0.17	)	$	0.89	$	0.80

Diluted earnings (loss) per share:
Diluted earnings per share:
Continuing operations	$	0.61		$	(0.93	)	$	1.59	$	0.03		$	0.86	$	0.61
Discontinued operations	(0.01		)	(0.10		)	0.15		(0.19		)	0.01		0.18
Diluted earnings per share	$	0.60		$	(1.03	)	$	1.74	$	(0.16	)	$	0.87	$	0.79
⁽¹⁾ As of December 31, 2018, the Company made certain insignificant adjustments to previously-reported Earnings Per Share ("EPS") to correctly reflect the effect of anti-dilutive shares on diluted EPS calculations in accordance with ASC 260. These changes were immaterial to the overall EPS calculation. Diluted loss per share for the three months ended September 30, 2018 of $0.97 was corrected to $1.03.

Potential shares of common stock that would have the effect of increasing diluted earnings per share or decreasing diluted loss per share are considered to be anti-dilutive and as such, these shares are not included in calculating "Diluted earnings per share." For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and March 31, 2019, there were ~~0.1~~1.3 million and ~~0.3~~1.4 million, respectively, of potential shares of common stock excluded from the calculation of Diluted earnings per share because their effect was anti-dilutive. For the three months ended September 30, 2018, there were 2.5 million potential shares of common stock excluded from the calculation of Diluted earnings per share because their effect was anti-dilutive. There was no effect for the nine months ended September 30, 2018.

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

~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

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

~~(unaudited)~~

NOTE 11 – SUPPLEMENTAL CASH FLOW INFORMATION

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


	Nine Months Ended September 30,				Three Months Ended March 31,
	2019		2018		2020		2019
Cash paid for:
Interest	$	65,627	$	80,748	$	31,184	$	32,195
Income taxes, net of refunds	2,029		15,868		1,065		1,456
Non-cash investing activities:
Property and equipment accrued in accounts payable	$	604	$	1,240	$	869	$	349

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 12 – SEGMENT REPORTING

Segment information is prepared on the same basis that the Company's Chief Operating Decision Maker ("CODM") reviews financial information for operational decision making ~~purposes. During~~purposes, including revenues, net revenue, gross margin, segment operating income and other items.

U.S. As of March 31, 2020, the ~~first quarter~~Company operated a total of ~~2019, the U.K. Subsidiaries met discontinued operations criteria, resulting~~214 U.S. retail locations and has an online presence in ~~two remaining reportable operating segments:~~27 states. The Company provides Single-Pay loans, Installment loans and Open-End loans, vehicle title loans, check cashing, money transfer services, reloadable prepaid debit cards and a number of other ancillary financial products and services to its customers in the U.S. As disclosed in Note 17, "Acquisition," the acquisition of Ad Astra closed during the three months ended March 31, 2020. The results of Ad Astra are included within the U.S. reporting segment.

Canada. As of March 31, 2020, the Company operated a total of 202 stores across seven Canadian provinces and territories and has an online presence in five provinces. The Company provides Single-Pay loans, Installment loans and Open-End loans, check cashing, money transfer services, foreign currency exchange, reloadable prepaid debit cards and a number of other ancillary financial products and services to its customers in Canada.

Management’s evaluation of performance utilizes gross margin and operating profit before the allocation of interest expense and professional services. The following reporting segment results reflect this basis for evaluation and were determined in accordance with the same accounting principles used in the Condensed Consolidated Financial Statements.

The following table illustrates summarized financial information concerning reportable segments (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended March 31,
	2019		2018			2019		2018				2020		2019
Revenues by segment:(1)
U.S.	$	237,069	$	223,273		$	673,234	$	617,992			$	221,768	$	226,119
Canada	60,195		46,209			166,269		139,502				59,038		51,820
Consolidated revenue	$	297,264	$	269,482		$	839,503	$	757,494			$	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.	$	77,250	$	60,105		$	232,120	$	215,497			$	87,540	$	89,803
Canada	19,389		489			51,197		28,291				12,159		15,694
Consolidated gross margin	$	96,639	$	60,594		$	283,317	$	243,788			$	99,699	$	105,497
Segment operating income (loss):
U.S.	$	28,092	$	(53,624	)	$	76,316	$	(11,430	)		$	33,426	$	31,195
Canada	11,134		(5,880		)	26,749		12,202				4,524		7,524
Consolidated operating profit	$	39,226	$	(59,504	)	$	103,065	$	772			$	37,950	$	38,719
Expenditures for long-lived assets by segment:
U.S.	$	2,890	$	4,483		$	7,888	$	6,466			$	4,280	$	2,430
Canada	216		590			1,382		1,564				553		689
Consolidated expenditures for long-lived assets	$	3,106	$	5,073		$	9,270	$	8,030			$	4,833	$	3,119
(1) For revenue by product, see Note 3, "Loans Receivable and Revenue."											(1) For revenue by product, see Note 3, "Loans Receivable and Revenue."

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~(unaudited)~~

The following table provides the proportion of gross loans receivable by segment (in thousands):


	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
U.S.	$	370,967	$	361,473	$	288,127	$	363,453
Canada	286,648		210,058		276,310		302,375
Total gross loans receivable	$	657,615	$	571,531	$	564,437	$	665,828

~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

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

~~(unaudited)~~

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 ~~nine~~three months ended ~~September 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 ~~$46.0~~$47.4 million ~~which will~~as of March 31, 2019, to be ~~available to offset~~applied against future income tax obligations. Subsequently, in 2019, the ~~Company's future~~Company revised the estimated U.S. ~~federal~~Federal and state income tax ~~obligations.~~benefit to $46.6 million. During the three months ended ~~September 30,~~March 31, 2020, the Company received $0.4 million of disbursements from the Administrator related to the wind-down of the U.K. Subsidiaries.

As of March 31, 2020 and December 31, 2019, the ~~Company revised the estimate of the tax basis in~~unaudited Condensed Consolidated Balance Sheets were not impacted by the U.K. Subsidiaries ~~resulting in a $0.6 million reduction in~~as all balances were written off when the ~~income tax benefit initially 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 ~~which meet the criteria of Discontinued Operations and, therefore, are excluded from the Company's results of continuing operations~~ (in thousands):

Three Months Ended
September 30,
Nine Months Ended
September 30, 2019
2019 2018
2019⁽¹⁾
2018
Revenue $ —
$ 13,522
$ 6,957
$ 36,251
Provision for losses —
6,831
1,703
16,618
Net revenue —
6,691
5,254
19,633

Cost of providing services
Office —
416
246
1,490
Other costs of providing services —
120
61
1,213
Advertising —
2,765
775
7,077
Total cost of providing services —
3,301
1,082
9,780
Gross margin —
3,390
4,172
9,853
Operating expense (income)
Corporate, district and other expenses —
7,690
3,810
18,390
Interest income —
(7 ) (4 ) (19 )
Loss on disposition —
—
39,414
—
Total operating expense —
7,683
43,220
18,371
Pre-tax loss from operations of discontinued operations —
(4,293 ) (39,048 ) (8,518 )
Income tax expense (benefit) related to disposition 598
139
(45,991 ) 278
Net (loss) income from discontinued operations $ (598 ) $ (4,432 ) �� $ 6,943
$ (8,796 )
(1) Includes U.K. Subsidiaries financial results from January 1, 2019 to February 25, 2019.



	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 is defined as an operating segment or one level below an operating segment, referred to as a reporting unit. See Note 1, "Summary of Significant Accounting Policies and Nature of Operations" of the 2019 Form 10-K filed with the SEC on March 9, 2020, for additional information on the Company's policy for assessing goodwill for impairment.

U.S. and Canada Reporting Units

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

Ad Astra Acquisition

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

NOTE 17 – ACQUISITION

On January 3, 2020, the Company acquired 100% of the outstanding stock of Ad Astra, a related party, for total consideration of $14.4 million, net of cash received. Prior to the acquisition, Ad Astra was the Company's exclusive provider of third-party collection services for owned and managed loans in the U.S. that are in later-stage delinquency.

The Company began consolidating the financial results of this acquisition in the unaudited Condensed Consolidated Financial Statements on January 3, 2020. For the three months ended March 31, 2019, prior to the acquisition, $4.7 million of costs related to Ad Astra were included in "Other costs of providing services." Subsequent to the acquisition, operating costs for Ad Astra are included within "Corporate, district and other expenses," consistent with presentation of other internal collection costs. Ad Astra incurred $3.5 million of operating expense during the three months ended March 31, 2020.

The transaction has been accounted for using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The Company was the acquirer for purposes of accounting for the business combination. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of March 31, 2020. As of March 31, 2020, the Company completed the determination of the fair values of the acquired identifiable assets and liabilities based on the information available.

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following table ~~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 (in thousands):~~acquisition:

September 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 (in thousands):~~

Nine Months Ended
September 30,

2019⁽¹⁾
2018
Net cash (used in) provided by discontinued operating activities $ (504 ) $ 5,562
Net cash used in discontinued investing activities (14,213 ) (24,481 )
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~~

~~The following condensed consolidating financial information is presented separately for:~~

~~(i)~~

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;


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


~~(iii)~~	~~The Non-recourse Canada SPV facility, a wholly-owned, bankruptcy-remote special purpose subsidiary;~~


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


~~(v)~~	~~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;~~


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

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

~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

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

~~(unaudited)~~

~~Condensed Consolidating Balance Sheets~~

September 30, 2019
(dollars in thousands)
Subsidiary
Guarantors
Subsidiary
Non-Guarantors
Canada SPV CURO Eliminations CURO
Consolidated
Assets:
Cash $ 40,683
$ 21,524
$ —
$ —
$ —
$ 62,207
Restricted cash 13,773
3,084
21,897
—
—
38,754
Loans receivable, net 293,711
49,362
206,157
—
—
549,230
Right of use asset - operating leases 76,165
42,095
—
—
—
118,260
Deferred income taxes (9,086 ) —
—
10,932
—
1,846
Income taxes receivable (960 ) 3,974
—
20,952
—
23,966
Prepaid expenses and other 24,148
8,083
(3 ) —
—
32,228
Property and equipment, net 42,937
27,444
—
—
—
70,381
Goodwill 91,131
28,979
—
—
—
120,110
Other intangibles, net 10,687
21,979
—
—
—
32,666
Intercompany receivable 112,413
—
—
—
(112,413 ) —
Investment in subsidiaries —
—
—
37,131
(37,131 ) —
Other 17,805
679
—
—
—
18,484
Total assets $ 713,407
$ 207,203
$ 228,051
$ 69,015
$ (149,544 ) $ 1,068,132
Liabilities and Stockholders' equity:
Accounts payable and accrued liabilities $ 48,657
$ 6,773
$ 7,259
$ 996
$ —
$ 63,685
Deferred revenue 5,639
3,369
44
—
—
9,052
Lease liability - operating leases 83,891
42,157
—
—
—
126,048
Income taxes payable (4,030 ) —
—
4,030
—
—
Accrued interest 104
—
777
4,744
—
5,625
Payable to CURO Holdings Corp. 657,895
—
—
(657,895 ) —
—
CSO liability for losses 10,249
—
—
—
—
10,249
Debt 25,000
—
102,483
677,924
—
805,407
Intercompany payable —
18,742
93,671
—
(112,413 ) —
Other liabilities 8,114
480
—
—
—
8,594
Deferred tax liabilities (4,171 ) 4,427
—
4,171
—
4,427
Total liabilities 831,348
75,948
204,234
33,970
(112,413 ) 1,033,087
Stockholders' equity (117,941 ) 131,255
23,817
35,045
(37,131 ) 35,045
Total liabilities and stockholders' equity $ 713,407
$ 207,203
$ 228,051
$ 69,015
$ (149,544 ) $ 1,068,132

~~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
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
Stockholders' equity (235,700 ) 142,668
(8,633 ) (19,101 ) 101,665
(19,101 )
Total liabilities and stockholders' equity $ 638,723
$ 166,870
$ 149,027
$ (92,114 ) $ 57,111
$ 919,617

~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

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

~~(unaudited)~~

~~Condensed Consolidating Statements of Operations~~

Three Months Ended September 30, 2019
(dollars in thousands) Subsidiary
Guarantors Subsidiary
Non-Guarantors Canada SPV CURO Eliminations CURO
Consolidated
Revenue $ 237,069
$ 29,984
$ 30,211
$ —
$ —
$ 297,264
Provision for losses 102,997
7,191
13,679
—
—
123,867
Net revenue 134,072
22,793
16,532
—
—
173,397
Cost of providing services:

Salaries and benefits 18,301
9,161
—
—
—
27,462
Occupancy 8,249
5,787
—
—
—
14,036
Office 4,611
1,382
—
—
—
5,993
Other costs of providing services 11,475
1,368
—
—
—
12,843
Advertising 14,186
2,238
—
—
—
16,424
Total cost of providing services 56,822
19,936
—
—
—
76,758
Gross margin 77,250
2,857
16,532
—
—
96,639
Operating expense (income) :

Corporate, district and other expenses 29,930
5,296
472
2,967
—
38,665
Intercompany management fee (3,276 ) 3,268
8
—
—
—
Interest expense 258
24
2,463
14,619
—
17,364
Loss from equity method investment 1,384
—
—
—
—
1,384
Intercompany interest (income) expense (1,462 ) 893
569
—
—
—
Total operating expense 26,834
9,481
3,512
17,586
—
57,413
Income (loss) from continuing operations before income taxes 50,416
(6,624 ) 13,020
(17,586 ) —
39,226
Provision (benefit) for income tax expense 13,700
1,986
—
(4,447 ) —
11,239
Net income (loss) from continuing operations 36,716
(8,610 ) 13,020
(13,139 ) ��
27,987
Net loss on discontinued operations —
(598 ) —
—
—
(598 )
Net (loss) income 36,716
(9,208 ) 13,020
(13,139 ) —
27,389
Equity in net income (loss) of subsidiaries:
CFTC —
—
—
40,528
(40,528 ) —
Guarantor Subsidiaries 36,716
—
—
—
(36,716 ) —
Non-Guarantor Subsidiaries (9,208 ) —
—
—
9,208
—
SPV Subs 13,020
—
—
—
(13,020 ) —
Net income (loss) attributable to CURO $ 77,244
$ (9,208 ) $ 13,020
$ 27,389
$ (81,056 ) $ 27,389

~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

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

~~(unaudited)~~

Three Months Ended September 30, 2018
(dollars in thousands) CFTC CURO Intermediate Subsidiary Guarantors Subsidiary Non-Guarantors SPV Subs Eliminations
CFTC
Consolidated
CURO Eliminations CURO Consolidated
Revenue $ —
$ —
$ 141,385
$ 39,814
$ 88,283
$ —
$ 269,482
$ —
$ —
$ 269,482
Provision for losses —
—
58,514
5,860
63,318
—
127,692
—
—
127,692
Net revenue —
—
82,871
33,954
24,965
—
141,790
—
—
141,790
Cost of providing services:

Salaries and benefits —
—
17,579
8,936
—
—
26,515
—
—
26,515
Occupancy —
—
7,875
5,647
—
—
13,522
—
—
13,522
Office —
—
5,586
1,740
—
—
7,326
—
—
7,326
Other store operating expenses —
—
10,650
1,244
590
—
12,484
—
—
12,484
Advertising —
—
17,632
3,717
—
—
21,349
—
—
21,349
Total cost of providing services —
—
59,322
21,284
590
—
81,196
—
—
81,196
Gross Margin —
—
23,549
12,670
24,375
—
60,594
—
—
60,594
Operating (income) expense:

Corporate, district and other expenses (886 ) 48
20,663
5,134
60
—
25,019
2,476
—
27,495
Intercompany management fee —
—
(6,761 ) 2,516
4,245
—
—
—
—
—
Interest expense 12,503
—
(149 ) (38 ) 5,276
—
17,592
5,811
—
23,403
Intercompany interest (income) expense —
(916 ) (455 ) 1,371
—
—
—
—
—
—
Loss on extinguishment of debt 69,200
—
—
—
—
—
69,200
—
—
69,200
Total operating expense 80,817
(868 ) 13,298
8,983
9,581
—
111,811
8,287
—
120,098
(Loss) income from continuing operations before income taxes (80,817 ) 868
10,251
3,687
14,794
—
(51,217 ) (8,287 ) —
(59,504 )
(Benefit) provision for income tax expense (17,930 ) 6,803
(2,177 ) (1,508 ) —
—
(14,812 ) (2,102 ) —
(16,914 )
Net (loss) income from continuing operations (62,887 ) (5,935 ) 12,428
5,195
14,794
—
(36,405 ) (6,185 ) —
(42,590 )
Net loss from discontinued operations —
—
—
(4,432 ) —
—
(4,432 ) —
—
(4,432 )
Net (loss) income (62,887 ) (5,935 ) 12,428
763
14,794
—
(40,837 ) (6,185 ) —
(47,022 )
Equity in net income (loss) of subsidiaries:

CFTC —
—
—
—
—
—
—
(40,837 ) 40,837
—
CURO Intermediate (5,935 ) —
—
—
—
5,935
—
—
—
—
Guarantor Subsidiaries 12,428
—
—
—
—
(12,428 ) —
—
—
—
Non-Guarantor Subsidiaries 763
—
—
—
—
(763 ) —
—
—
—
SPV Subs 14,794
—
—
—
—
(14,794 ) —
—
—
—
Net (loss) income attributable to CURO $ (40,837 ) $ (5,935 ) $ 12,428
$ 763
$ 14,794
$ (22,050 ) $ (40,837 ) $ (47,022 ) $ 40,837
$ (47,022 )

~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

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

~~(unaudited)~~

Nine Months Ended September 30, 2019
(dollars in thousands) Subsidiary
Guarantors Subsidiary
Non-Guarantors Canada SPV CURO Eliminations CURO
Consolidated
Revenue $ 673,234
$ 84,920
$ 81,349
$ —
$ —
$ 839,503
Provision for losses 280,529
17,634
40,099
—
—
338,262
Net revenue 392,705
67,286
41,250
—
—
501,241
Cost of providing services:
Salaries and benefits 55,675
26,574
—
—
—
82,249
Occupancy 24,292
17,913
—
—
—
42,205
Office 12,504
4,059
—
—
—
16,563
Other costs of providing services 36,395
3,522
—
—
—
39,917
Advertising 31,719
5,271
—
—
—
36,990
Total cost of providing services 160,585
57,339
—
—
—
217,924
Gross margin 232,120
9,947
41,250
—
—
283,317
Operating expense (income):
Corporate, district and other expenses 98,486
16,900
(283 ) 7,940
—
123,043
Intercompany management fee (9,576 ) 9,553
23
—
—
—
Interest expense 575
103
7,728
43,671
—
52,077
Loss from equity method investment 5,132
—
—
—
—
5,132
Intercompany interest (income) expense (3,855 ) 2,663
1,192
—
—
—
Total operating expense 90,762
29,219
8,660
51,611
—
180,252
Income (loss) from continuing operations before income taxes 141,358
(19,272 ) 32,590
(51,611 ) —
103,065
Provision (benefit) for income tax expense 37,309
4,115
—
(12,686 ) —
28,738
Net income (loss) from continuing operations 104,049
(23,387 ) 32,590
(38,925 ) —
74,327
Net loss on discontinued operations —
6,943
—
—
—
6,943
Net income (loss) 104,049
(16,444 ) 32,590
(38,925 ) —
81,270
Equity in net income (loss) of subsidiaries:
CFTC —
—
—
120,195
(120,195 ) —
Guarantor Subsidiaries 104,049
—
—
—
(104,049 ) —
Non-Guarantor Subsidiaries (16,444 ) —
—
—
16,444
—
SPV Subs 32,590
—
—
—
(32,590 ) —
Net income (loss) attributable to CURO $ 224,244
$ (16,444 ) $ 32,590
$ 81,270
$ (240,390 ) $ 81,270

~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

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

~~(unaudited)~~

Nine Months Ended September 30, 2018
(dollars in thousands) CFTC CURO Intermediate Subsidiary Guarantors Subsidiary Non-Guarantors SPV Subs Eliminations
CFTC
Consolidated
CURO Eliminations CURO Consolidated
Revenue $ —
$ —
$ 387,827
$ 133,107
$ 236,560
$ —
$ 757,494
$ —
$ —
$ 757,494
Provision for losses —
—
140,603
32,770
117,549
—
290,922
—
—
290,922
Net revenue —
—
247,224
100,337
119,011
—
466,572
—
—
466,572
Cost of providing services:
Salaries and benefits —
—
53,667
26,674
—
—
80,341
—
—
80,341
Occupancy —
—
23,164
17,105
—
—
40,269
—
—
40,269
Office —
—
15,416
3,895
—
—
19,311
—
—
19,311
Other store operating expenses —
—
33,934
3,045
1,537
—
38,516
—
—
38,516
Advertising —
—
35,200
9,147
—
—
44,347
—
—
44,347
Total cost of providing services —
—
161,381
59,866
1,537
—
222,784
—
—
222,784
Gross Margin —
—
85,843
40,471
117,474
—
243,788
—
—
243,788
Operating expense (income):
Corporate, district and other expenses 20
73
74,038
14,789
137
—
89,057
6,847
—
95,904
Intercompany management fee —
—
(19,718 ) 8,425
11,293
—
—
—
—
—
Interest expense 47,410
—
(321 ) 26
13,303
—
60,418
5,811
—
66,229
Intercompany interest (income) expense —
(2,700 ) (526 ) 3,226
—
—
—
—
—
—
Loss on extinguishment of debt 80,883
—
—
—
—
—
80,883
—
—
80,883
Total operating expense 128,313
(2,627 ) 53,473
26,466
24,733
—
230,358
12,658
—
243,016
(Loss) income from continuing operations before income taxes (128,313 ) 2,627
32,370
14,005
92,741
—
13,430
(12,658 ) —
772
(Benefit) provision for income tax expense (30,189 ) 38,830
(8,220 ) 2,521
—
—
2,942
(3,211 ) —
(269 )
Net (loss) income from continuing operations (98,124 ) (36,203 ) 40,590
11,484
92,741
—
10,488
(9,447 ) —
1,041
Net loss from discontinued operations —
—
—
(8,796 ) —
—
(8,796 ) —
—
(8,796 )
Net (loss) income (98,124 ) (36,203 ) 40,590
2,688
92,741
—
1,692
(9,447 ) —
(7,755 )
Equity in net (loss) income of subsidiaries:
CFTC —
—
—
—
—
—
—
1,692
(1,692 ) —
CURO Intermediate (36,203 ) —
—
—
—
36,203
—
—
—
—
Guarantor Subsidiaries 40,590
—
—
—
—
(40,590 ) —
—
—
—
Non-Guarantor Subsidiaries 2,688
—
—
—
—
(2,688 ) —
—
—
—
SPV Subs 92,741
—
—
—
—
(92,741 ) —
—
—
—
Net income (loss) attributable to CURO $ 1,692
$ (36,203 ) $ 40,590
$ 2,688
$ 92,741
$ (99,816 ) $ 1,692
$ (7,755 ) $ (1,692 ) $ (7,755 )

~~CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES~~

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

~~(unaudited)~~

~~Condensed Consolidating Statements of Cash Flows~~

Nine Months Ended September 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 continuing operating activities $ 273,564
$ 17,201
$ 119,898
$ 52,311
$ 1,319
$ 464,293
Net cash used in discontinued operating activities —
(504 ) —
—
—
(504 )
Cash flows from investing activities:

Purchase of property, equipment and software (7,351 ) (1,316 ) —
—
—
(8,667 )
Originations of loans, net (261,073 ) (11,042 ) (102,238 ) —
—
(374,353 )
Investment in Zibby (8,168 ) —
—
—
—
(8,168 )
Net cash used in continuing investing activities (276,592 ) (12,358 ) (102,238 ) —
—
(391,188 )
Net cash used in discontinued investing activities —
(14,213 ) —
—
—
(14,213 )
Cash flows from financing activities:

Proceeds from Non-Recourse Canada SPV facility —
—
15,992
—
—
15,992
Payments on Non-Recourse Canada SPV facility —
—
(24,835 ) —
—
(24,835 )
Proceeds from credit facilities 120,000
59,811
—
—
—
179,811
Payments on credit facilities (115,000 ) (59,811 ) —
—
—
(174,811 )
Payments on subordinated stockholder debt —
(2,252 ) —
—
—
(2,252 )
Payments to net share settle RSUs —
—
—
(110 ) —
(110 )
Proceeds from exercise of stock options 87
—
—
—
—
87
Debt issuance costs paid —
—
(169 ) (29 ) —
(198 )
Repurchase of common stock —
—
—
(52,172 ) —
(52,172 )
Net cash used in provided by financing activities ⁽¹⁾
5,087
(2,252 ) (9,012 ) (52,311 ) —
(58,488 )

Effect of exchange rate changes on cash and restricted cash —
2,114
409
—
(1,319 ) 1,204
Net increase (decrease) in cash and restricted cash 2,059
(10,012 ) 9,057
—
—
1,104
Cash and restricted cash at beginning of period 52,397
34,620
12,840
—
—
99,857
Cash at end of period $ 54,456
$ 24,608
$ 21,897
$ —
$ —
$ 100,961
(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)~~

Nine Months Ended September 30, 2018
(dollars in thousands) CFTC Subsidiary Guarantors
Subsidiary
Non-Guarantors
SPV Subs Eliminations
CFTC
Consolidated
CURO CURO
Consolidated
Cash flows from operating activities:
Net cash provided by (used in) continuing operating activities $ 628,468
$ 167,265
$ (5,013 ) $ 221,222
$ 22,344
$ 1,034,286
$ (677,207 ) $ 357,079
Net cash provided by (used in) discontinued operating activities —
—
23,737
—
(18,175 ) 5,562
—
5,562
Net cash provided by (used in) operating activities 628,468
167,265
18,724
221,222
4,169
1,039,848
(677,207 ) 362,641
Cash flows from investing activities:
Purchase of property, equipment and software —
(6,466 ) (1,564 ) —
—
(8,030 ) —
(8,030 )
Originations of loans, net —
(162,031 ) (558 ) (249,846 ) —
(412,435 ) —
(412,435 )
Investment in Zibby (958 ) —
—
—
—
(958 ) —
(958 )
Net cash used in continuing investing activities (958 ) (168,497 ) (2,122 ) (249,846 ) —
(421,423 ) —
(421,423 )
Net cash used in discontinued investing activities —
—
(24,481 ) —
—
(24,481 ) —
(24,481 )
Net cash used in investing activities (958 ) (168,497 ) (26,603 ) (249,846 ) —
(445,904 ) —
(445,904 )
Cash flows from financing activities:
Proceeds from Non-Recourse U.S. and Canada SPV facilities —
—
—
106,949
—
106,949
—
106,949
Payments on Non-Recourse U.S. and Canada SPV facilities —
—
—
(61,590 ) —
(61,590 ) —
(61,590 )
Proceeds from credit facilities 39,000
—
26,169
—
—
65,169
—
65,169
Payments on credit facilities (10,000 ) —
(26,169 ) —
—
(36,169 ) —
(36,169 )
Net proceeds from issuance of common stock 11,549
—
—
—
—
11,549
—
11,549
Proceeds from exercise of stock options 408
—
—
—
—
408
—
408
Payments on 12.00% Senior Secured Notes (605,000 ) —
—
—
—
(605,000 ) —
(605,000 )
Payments of call premiums from early debt extinguishments (63,350 ) —
—
—
—
(63,350 ) —
(63,350 )
Debt issuance costs paid (117 ) —
—
(4,527 ) —
(4,644 ) (12,873 ) (17,517 )
Net cash (used in) provided by financing activities⁽¹⁾
(627,510 ) —
—
40,832
—
(586,678 ) 677,127
90,449

Effect of exchange rate changes on cash —
—
61
28
(4,169 ) (4,080 ) —
(4,080 )
Net (decrease) increase in cash and restricted cash —
(1,232 ) (7,818 ) 12,236
—
3,186
(80 ) 3,106
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 —
117,824
40,666
19,107
—
177,597
—
177,597
Less: Cash and restricted cash at end of period of Discontinued Operations —
—
11,303
—
—
11,303
—
11,303
Cash and restricted cash at end of period of Continuing Operations $ —
$ 117,824
$ 29,363
$ 19,107
$ —
$ 166,294
$ —
$ 166,294
(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)~~

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, the Company repurchased 2,156,241 shares of common stock through September 30, 2019. The table below summarizes share repurchase activity during the three and nine months ended September 30, 2019 (in thousands, except for per share amounts and number of share amounts):

Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019
Total number of shares repurchased 1,912,041
2,156,241
Average price paid per share $ 12.27
$ 12.04
Total value of shares repurchased $ 23,455
$ 25,962

Total authorized repurchase amount for the period presented $ 47,493
$ 50,000
Total value of shares repurchased 23,455
25,962
Total remaining authorized repurchase amount $ 24,038
$ 24,038

Separately, in August 2019, the Company entered into a Share Repurchase Agreement (the “Share Repurchase Agreement”) with ~~Friedman Fleischer & Lowe Capital Partners II, L.P. and its affiliated investment funds (“FFL”),~~FFL, a related ~~party to the Company.~~party. Pursuant to the Share Repurchase Agreement, the Company repurchased 2,000,000 shares of its common stock, par value $0.001 per share, owned by FFL, in a private transaction at a purchase price equal to $13.55 per share of Common Stock. The purchase price was determined by using the Company's closing common stock price on August 29, 2019 of $13.97, less a discount of 3.0%. This transaction occurred outside of the share repurchase program authorized in April 2019.

NOTE 1819 – SUBSEQUENT EVENTS

~~Share Repurchase Program~~New Non-Recourse U.S. SPV Facility

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 ~~repurchased 868,100 shares from October 1, 2019 through November 1, 2019 (in thousands, except~~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 ~~amounts and number~~to be paid on May 27, 2020 to stockholders of ~~share amounts):~~

October 1 - November 1
2019
Total number of shares repurchased 868,100
Average price paid per share $ 13.03
Total value of shares repurchased $ 11,311
record as of the close of business on May 13, 2020.

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 below.~~

~~Recent Developments~~

~~Share Repurchase Program~~. Our Board of Directors authorized a share repurchase program in April 2019 providing for the repurchase of up 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 available for use in connection with equity plans and for other corporate purposes. Under this program, the Company repurchased 2,156,241 shares of common stock for total consideration of $26.0 million through September 30, 2019.

~~FFL Repurchase.~~ In August 2019, the Company entered into a Share Repurchase Agreement (the “Share Repurchase Agreement”) with Friedman Fleischer & Lowe Capital Partners II, L.P. and its affiliated investment funds (“FFL”), a related party. Pursuant to the Share Repurchase Agreement, the Company repurchased 2,000,000 shares of its common stock, par value $0.001 per share, owned by FFL, in a private transaction at a purchase price equal to $13.55 per share of Common Stock. This transaction occurred outside of the share repurchase program authorized in April 2019.

~~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:

Full-year 2020 earnings guidance was withdrawn.

Cancellation of the 2020 Short-Term Incentive Plan.

Suspension of our $25 million share repurchase program, previously announced in February 2020.

Establishment of an enhanced Customer Care Program to better serve our customers as they face unprecedented economic challenges and uncertainties. The program enables our team members to provide relief to customers in various ways, ranging from due date extensions, interest or fee forgiveness, payment waivers or extended payment plans, depending on a customer’s individual circumstances. We also temporarily suspended all returned item fees.

Designation of most stores across both the U.S. and Canada as an essential service, allowing stores to remain open during local governments' lock down orders.

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 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 the 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 the unaudited Condensed Consolidated Financial Statements for additional information.

~~Bank Partnerships.~~Credit Facilities ~~In September 2019,~~. On April 8, 2020, we ~~terminated~~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 ~~previously disclosed agreement with MetaBank, a wholly-owned subsidiary~~borrowing base of ~~Meta~~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 facility and other capital resources, see “Management’s Discussion and Analysis of Financial ~~Group, Inc.~~Condition and Results of Operations—Liquidity and Capital Resources.”

California Assembly Bill ~~539:~~539. On September 13, 2019, the California legislature 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 October 10, 2019, Governor Newsom signed the~~The bill ~~into law and it is scheduled to become~~became effective on January 1, 2020. Revenue from California Unsecured and Secured Installment loans amounted to ~~13.0%~~8.8% of total revenue ~~from continuing operations~~ for the ~~trailing 12~~three months ended ~~September 30, 2019.~~March 31, 2020. See "Regulatory Environment and Compliance" in our 2019 10-K for additional details.

~~Credit Facilities~~. For recent developments related to our Senior Secured Notes, SPV facilities and other capital resources, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

~~U.K. Developments~~. On February 25, 2019, we announced that a proposed Scheme of Arrangement ("SOA"), as described 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") for the U.K. Subsidiaries. The effect of the U.K. Subsidiaries’ entry into administration was to place the management, affairs, business and property of the U.K. Subsidiaries under the direct control of the Administrators. As a result, we deconsolidated the U.K. Subsidiaries as of February 25, 2019 and presented the U.K. Subsidiaries as Discontinued Operations in this Quarterly Report on Form 10-Q ("Form 10-Q").

In our Current Report on Form 8-K 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.~~

Revenue by Product and Segment and Related Loan Portfolio Performance

Revenue by Product

~~Year-over-year comparisons for Open-End were affected by the Q1 2019 Open-End Loss Recognition Change. Additionally, throughout this release, we removed~~We exclude financial results of our former U.K. operations for all periods presented, as ~~it was~~they were discontinued for accounting and reporting purposes in February 2019. See ~~“Results of Discontinued Operations” within this release~~Note 15, "Discontinued Operations" for additional ~~information.~~details.

The following tables summarize revenue by product, including ~~credit services organization ("CSO")~~CSO fees, for the periods indicated (in thousands, unaudited):


	For the Three Months Ended												For the Three Months Ended
	September 30, 2019						September 30, 2018						March 31, 2020						March 31, 2019
	U.S.		Canada		Total		U.S.		Canada		Total		U.S.		Canada		Total		U.S.		Canada		Total
Unsecured Installment	$	135,541	$	1,692	$	137,233	$	135,028	$	2,632	$	137,660	$	120,829	$	1,580	$	122,409	$	134,003	$	1,775	$	135,778
Secured Installment	28,270		—		28,270		28,562		—		28,562		26,286		—		26,286		27,477		—		27,477
Open-End	39,605		26,515		66,120		27,554		12,736		40,290		41,990		28,992		70,982		32,593		20,276		52,869
Single-Pay	29,140		20,172		49,312		27,792		22,822		50,614		28,154		17,003		45,157		27,168		19,593		46,761
Ancillary	4,513		11,816		16,329		4,337		8,019		12,356		4,509		11,463		15,972		4,878		10,176		15,054
Total revenue	$	237,069	$	60,195	$	297,264	$	223,273	$	46,209	$	269,482	$	221,768	$	59,038	$	280,806	$	226,119	$	51,820	$	277,939

During the three months ended ~~September 30, 2019,~~March 31, 2020, total revenue grew ~~$27.8~~$2.9 million, or ~~10.3%~~1.0%, to ~~$297.3~~$280.8 million, compared to the prior-year ~~period, predominantly driven~~period. Geographically, the 1.9% decline in U.S. revenues was offset by ~~growth~~a 13.9% increase in ~~Open-End loans in both countries. Geographically, total revenue in the U.S. and~~ Canada ~~grew 6.2% and 30.3%, respectively.~~revenues. From a product perspective, Unsecured Installment ~~revenues rose 0.4% in the U.S., offset by a decrease in Canada of 35.7% due to the continued transition to Open-End loans.~~and Secured Installment revenues decreased 9.8% and ~~related receivables were consistent year-over-year. Single-Pay loan balances stabilized in Canada sequentially but year-over-year Single-Pay usage and product profitability were impacted negatively by~~4.3%, respectively, due to regulatory changes in ~~Ontario~~California, effective ~~July~~January 1, ~~2018,~~2020, and ~~our strategic transition of qualifying customers~~regulatory changes for CSOs in Ohio, effective May 1, 2019. Single-Pay revenue declined $1.6 million, or 3.4%, for the three months ended March 31, 2020 compared to ~~Open-End loans~~the prior-year period, primarily due to lower volume during the ~~third~~last two weeks of the first quarter of ~~2018.~~2020 attributable primarily to the impact of COVID-19. Open-End loans in Canada grew ~~$18.1~~$56.2 million, or 8.3%, sequentially (defined within this Form 10-Q as the change from the second quarter of 2019 to the third quarter of 2019, or comparable periods for 2018 sequential metrics). Open-End loans in Canada grew $98.6 million, or 71.1%30.5%, from ~~September 30, 2018, resulting in year-over-year~~March 31, 2019, with related revenue growth of ~~$13.8~~$8.7 million, or ~~108.2%~~43.0%. U.S. Open-End revenue rose ~~43.7%~~28.8% on related loan growth of ~~71.2%~~$17.0 million, or 30.0%.

Ancillary revenues increased ~~32.2%~~6.1% versus the ~~same quarter a year ago,~~prior-year period, primarily due to the sale of insurance products to ~~Installment~~Open-End and ~~Open-End~~Installment loan customers in Canada.

For the Nine Months Ended
September 30, 2019 September 30, 2018
U.S. Canada Total U.S. Canada Total
Unsecured Installment $ 390,026
$ 5,093
$ 395,119
$ 366,749
$ 11,227
$ 377,976
Secured Installment 81,823
—
81,823
81,195
—
81,195
Open-End 104,516
69,445
173,961
76,649
18,086
94,735
Single-Pay 82,733
58,872
141,605
78,835
90,461
169,296
Ancillary 14,136
32,859
46,995
14,565
19,727
34,292
Total revenue $ 673,234
$ 166,269
$ 839,503
$ 617,993
$ 139,501
$ 757,494

For the nine months ended September 30, 2019, total revenue grew $82.0 million, or 10.8%, to $839.5 million, compared to the prior-year period, predominantly driven by growth in Open-End loans in both countries. Geographically, total Ancillary revenue in Canada for the ~~U.S. and Canada grew 8.9% and 19.2%, respectively. From a product perspective, Unsecured Installment revenues rose 6.3% in the U.S., offset by a decrease in Canada~~first quarter of ~~54.6% due to the continued transition to Open-End loans. Secured Installment revenues and~~2020 included $9.1 million of revenue related receivables remained consistent year-over-year. Canadian Single-Pay usage and product profitability were impacted negatively year-over-year by regulatory changes in Ontario effective July 1, 2018, and the strategic transition of qualifying customers to Open-End loans. Open-End revenues rose 83.6% on related loan growth in both countries. Ancillary revenues increased 37.0% versus the same quarter a year ago, primarily due to the sale of insurance products. The $9.1 million of revenue is comprised of $5.8 million of commissions earned from the sale of third-party insurance premiums at the time of sale and $3.3 million from a profit-sharing arrangement with this third-party. The amount we earn under the profit-sharing arrangement is dependent upon the level of claims adjudicated, which are related to ~~Installment~~our customers. We maintain no guarantees as to the level of profit earned by the third party and ~~Open-End loan customers in Canada.~~do not have any

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

The following charts ~~present~~depict the revenue ~~composition,~~contribution, including CSO fees, of the products and services that we currently offer for the periods indicated:

For the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ revenue generated through our online channel was ~~46%~~47% and ~~44%~~46%, respectively, of consolidated revenue.

~~For the nine months ended September 30, 2019 and 2018, revenue generated through our online channel was 45% and 42%, respectively, of consolidated revenue.~~Gross Combined Loans Receivable

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



	As of
	March 31, 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.

Gross combined loans receivable by product is presented below:

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

Loan Volume and Portfolio Performance Analysis

Unsecured Installment Loans

Unsecured Installment revenue and related gross combined loans receivable decreased $13.4 million, or 9.8%, and $44.2 million, or 20.0%, respectively, from the ~~comparable~~ prior-year ~~quarter~~period, primarily due to ~~the continued mix shift to Open-End~~regulatory changes in California, effective January 1, 2020.

Unsecured Installment loans in ~~Canada and portfolio optimization in~~ California ~~to manage upcoming January 1, 2020 regulatory changes.~~represented $51.5 million, or 41.8%, of total Company Owned Unsecured Installment ~~gross combined~~loans as of March 31, 2020, a decrease of $38.1 million from $89.6 million, or 55.4%, as of March 31, 2019. Excluding California, Company Owned Unsecured Installment loans receivable decreased ~~$15.7~~$0.5 million, or ~~6.0%~~0.7%, ~~compared to September 30, 2018.~~ from the prior-year period, while revenues increased $0.1 million, or 0.3%, year-over-year.

Unsecured Installment loans Guaranteed by the Company declined ~~$5.1~~$5.6 million year-over-year due to

regulatory ~~change~~changes in Ohio, effective May 1, 2019. As a result, we no longer operate as a CSO in Ohio, which ~~became effective~~accounted for $5.1 million of Unsecured Installment loans Guaranteed by the Company as of March 31, 2019. Unsecured Installment loan balances Guaranteed by the Company declined in ~~April 2019, and~~ the ~~subsequent conversion~~last two weeks of ~~Ohio CSO volume~~the first quarter of 2020 due primarily to ~~Company-Owned loans, partially offset by growth in Texas.~~the impacts of COVID-19.

The NCO rate for Company Owned Unsecured Installment gross loans ~~receivables~~receivable in the ~~third~~first quarter of ~~2019~~2020 increased approximately 125 bps from the third quarter of 2018 due to geographic mix shift from Canada to the U.S., and increases in U.S. NCO rates due to product and credit policy decisions. The NCO rate in the U.S. rose from 16.8% in the third quarter of 2018 to 18.5% in the third quarter of 2019,155 basis points ("bps") year-over-year, primarily due to ~~credit limit increases. While credit limit increases generally~~a mix shift away from California as a result ~~in modestly higher~~of regulatory changes. California NCO rates ~~in the related loan vintages,~~for Unsecured Installment loans are historically ~~the growth in net revenue over the life~~lower than our other major states. California comprised 46.4% of ~~such vintages has more than covered the higher NCO rates.~~total U.S. Company Owned Unsecured Installment loans as of March 31, 2020 compared to 60.7% as of March 31, 2019.

The Unsecured Installment ~~Allowance for loan losses as a percentage of~~ Company Owned ~~Unsecured Installment gross loans receivable ("~~allowance ~~coverage")~~coverage increased year-over-year, from ~~19.5%~~20.8% as of ~~September 30, 2018~~March 31, 2019 to ~~21.9%~~23.5% as of ~~September 30, 2019,~~March 31, 2020, primarily as a result of ~~related higher~~the previously mentioned increase in U.S. NCO ~~rates. Past due receivables~~rates and Allowance Build. Sequentially (described within this release as ~~a percentage~~the change from the fourth quarter of ~~total Gross Receivables remained consistent with~~2019 to the ~~same~~first quarter ~~a year ago. Sequentially, the~~of 2020), allowance coverage and past-due balances increased ~~slightly,~~ from ~~21.4%~~22.1% to ~~21.9%~~23.5% and from 26.8% to 28.4%, respectively, as of ~~September 30, 2019.~~March 31, 2020.

NCO rates for Unsecured Installment loans Guaranteed by the Company improved ~~nearly 60~~115 bps compared to the ~~same quarter a year ago.~~prior-year period. The CSO liability for losses ~~remained consistent sequentially~~increased year-over-year, from ~~14.5% to~~ 14.4% for the ~~third~~first quarter of ~~2019.~~

2019 to 16.9% for the first quarter of 2020, due primarily to Allowance Build. Sequentially, allowance coverage and past-due balances increased from 14.2% to 16.9% and from 16.8% to 17.1%, respectively, for the three months ended March 31, 2020.


	2019									2018						2020			2019
(dollars in thousands, unaudited)	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter			First Quarter
Unsecured Installment loans:
Revenue - Company Owned	$	65,809		$	59,814		$	65,542		$	69,748		$	64,146		$	55,569		$	63,428		$	65,809		$	59,814		$	65,542
Provision for losses - Company Owned	31,891			33,514			33,845			39,565			32,946			26,182			33,183			31,891			33,514			33,845
Net revenue - Company Owned	$	33,918		$	26,300		$	31,697		$	30,183		$	31,200		$	29,387		$	30,245		$	33,918		$	26,300		$	31,697
Net charge-offs - Company Owned	$	28,973		$	31,970		$	37,919		$	37,951		$	27,308		$	32,775		$	35,729		$	28,973		$	31,970		$	37,919
Revenue - Guaranteed by the Company	$	71,424		$	62,298		$	70,236		$	75,559		$	73,514		$	66,840		$	72,183		$	71,424		$	62,298		$	70,236
Provision for losses - Guaranteed by the Company	36,664			28,336			27,422			37,352			39,552			26,338			34,858			36,664			28,336			27,422
Net revenue - Guaranteed by the Company	$	34,760		$	33,962		$	42,814		$	38,207		$	33,962		$	40,502		$	37,325		$	34,760		$	33,962		$	42,814
Net charge-offs - Guaranteed by the Company	$	35,916		$	27,486		$	30,421		$	38,522		$	37,995		$	27,749		$	34,486		$	35,916		$	27,486		$	30,421
Unsecured Installment gross combined loans receivable:
Company Owned	$	174,489		$	164,722		$	161,716		$	190,403		$	185,130		$	123,118		$	160,782		$	174,489		$	164,722		$	161,716
Guaranteed by the Company ⁽¹⁾⁽²⁾	70,704			65,055			59,740			77,451			75,807			54,097			74,317			70,704			65,055			59,740
Unsecured Installment gross combined loans receivable ⁽¹⁾⁽²⁾	$	245,193		$	229,777		$	221,456		$	267,854		$	260,937		$	177,215		$	235,099		$	245,193		$	229,777		$	221,456
Average gross loans receivable:
Average Unsecured Installment gross loans receivable - Company Owned ⁽³⁾	$	169,606		$	163,219		$	176,060		$	187,767		$	172,708		$	141,950		$	167,636		$	169,606		$	163,219		$	176,060
Average Unsecured Installment gross loans receivable - Guaranteed by the Company ⁽³⁾	$	67,880		$	62,398		$	68,596		$	76,629		$	71,079		$	64,207		$	72,511		$	67,880		$	62,398		$	68,596
Allowance for loan losses and CSO liability for losses:
Unsecured Installment Allowance for loan losses ⁽³⁾	$	38,127		$	35,223		$	33,666		$	37,716		$	36,160		$	28,965		$	35,587		$	38,127		$	35,223		$	33,666
Unsecured Installment CSO liability for losses ⁽³⁾	$	10,181		$	9,433		$	8,584		$	11,582		$	12,750		$	9,142		$	10,553		$	10,181		$	9,433		$	8,583
Unsecured Installment Allowance for loan losses as a percentage of Unsecured Installment gross loans receivable	21.9		%	21.4		%	20.8		%	19.8		%	19.5		%	23.5		%	22.1		%	21.9		%	21.4		%	20.8		%
Unsecured Installment CSO liability for losses as a percentage of Unsecured Installment gross loans guaranteed by the Company	14.4		%	14.5		%	14.4		%	15.0		%	16.8		%	16.9		%	14.2		%	14.4		%	14.5		%	14.4		%
Unsecured Installment past-due balances:
Unsecured Installment gross loans receivable	$	46,537		$	38,037		$	40,801		$	49,087		$	49,637		$	34,966		$	43,100		$	46,537		$	38,037		$	40,801
Unsecured Installment gross loans guaranteed by the Company	$	11,842		$	10,087		$	7,967		$	11,708		$	12,120		$	9,232		$	12,477		$	11,842		$	10,087		$	7,967
Past-due Unsecured Installment gross loans receivable -- percentage ⁽²⁾	26.7		%	23.1		%	25.2		%	25.8		%	26.8		%	28.4		%	26.8		%	26.7		%	23.1		%	25.2		%
Past-due Unsecured Installment gross loans guaranteed by the Company -- percentage ⁽²⁾	16.7		%	15.5		%	13.3		%	15.1		%	16.0		%	17.1		%	16.8		%	16.7		%	15.5		%	13.3		%
Unsecured Installment other information:
Originations - Company Owned	$	107,275		$	102,792		$	78,515		$	114,182		$	121,415		$	55,941		$	87,080		$	107,275		$	102,792		$	78,515
Originations - Guaranteed by the Company ⁽¹⁾	$	89,644		$	80,445		$	68,899		$	89,319		$	91,828		$	64,836		$	91,004		$	89,644		$	80,445		$	68,899
Unsecured Installment ratios:
Provision as a percentage of gross loans receivable - Company Owned	18.3		%	20.3		%	20.9		%	20.8		%	17.8		%	21.3		%	20.6		%	18.3		%	20.3		%	20.9		%
Provision as a percentage of gross loans receivable - Guaranteed by the Company	51.9		%	43.6		%	45.9		%	48.2		%	52.2		%	48.7		%	46.9		%	51.9		%	43.6		%	45.9		%
(1) Includes loans originated by third-party lenders through CSO programs, which are not included in the Condensed Consolidated Financial Statements.
(1) Includes loans originated by third-party lenders through CSO programs, which are not included in our unaudited Condensed Consolidated Financial Statements.																(1) Includes loans originated by third-party lenders through CSO programs, which are not included in our unaudited Condensed Consolidated Financial Statements.
(2) Non-GAAP measure. For a description of each non-GAAP metric, see "Non-GAAP Financial Measures."
(3) Average gross loans receivable calculated as average of beginning of quarter and end of quarter gross loans receivable.
(4) Allowance for loan losses is reported as a contra-asset reducing gross loans receivable while the CSO liability for losses is reported as a liability on the Condensed Consolidated Balance Sheets.
(3) We calculate Average gross loans receivable, which we utilize to calculate product yield and NCO rates, as average of beginning of quarter and end of quarter gross loans receivable.																(3) We calculate Average gross loans receivable, which we utilize to calculate product yield and NCO rates, as average of beginning of quarter and end of quarter gross loans receivable.
(4) We report Allowance for loan losses as a contra-asset reducing gross loans receivable and the CSO liability for losses as a liability on our unaudited Condensed Consolidated Balance Sheets.																(4) We report Allowance for loan losses as a contra-asset reducing gross loans receivable and the CSO liability for losses as a liability on our unaudited Condensed Consolidated Balance Sheets.

Item 1A. 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 September 13, 2019, the California legislature 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 October 10, 2019, Governor Newsom

signed the bill into law and it is scheduled to become effective on January 1, 2020. Revenue from California Unsecured and Secured Installment loans amounted to 11.8% and 13.0% of total revenue from continuing operations for the trailing three and 12 months, respectively, for the period ended September 30, 2019. As of September 30, 2019, California Unsecured and Secured Installment gross loans receivable were $86.4 million and $41.4 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 has been subject to a handful of amendments, of whichAB25 is the most impactful to us. Although AB25 sunsets January 2021, it narrows the definition of who constitutes a consumer, thereby excluding employees from CCPA rights other than notice and a private right of action for data breach. The State Attorney General has proposed regulations to help interpret the CCPA; final adoption is expected in February 2020. A potential ballot initiative may have additional impact should it make it to the polls in November 2020. Despite amendments and regulations, the CCPA remains ambiguous in many regards, and we anticipate further amendments both for CCPA and specifically addressing employee data next year. 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 2. 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 ~~September 30, 2019,~~March 31, 2020, we ~~did not reacquire any~~reacquired 75,968 shares of common stock related to such tax withholdings.

~~In April 2019, our Board~~ See Note 18, "Share Repurchase Program" for additional information regarding share repurchases during the first quarter of Directors authorized a share repurchase program providing for the repurchase of up to $50.0 million of our common stock. The repurchase program, which began June 2019, will continue until completed or terminated. We expect the purchases to be made from time-to-time in the open market, in privately negotiated transactions, or both, at our 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.

Separately, in August 2019, the Company entered into a Share Repurchase Agreement (the “Share Repurchase Agreement”) with FFL, a related party to the Company. Pursuant to the Share Repurchase Agreement, the Company repurchased 2,000,000 shares of its common stock, par value $0.001 per share, owned by FFL, in a private transaction at a purchase price equal to $13.55 per share of Common Stock. The purchase price was determined by using the Company's closing common stock price on August 29, 2019 of $13.97, less a discount of 3.0%. This transaction occurred outside of the share repurchase program authorized in April 2019.2020.

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

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)
July 2019 907,500
$ 10.68
907,500
$ 37.8
August 2019 611,694
13.33
611,694
29.6
September 2019 392,847
14.28
392,847
24.0
Total 1,912,041
$ 12.27
1,912,041
$ 24.0
(1) 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 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. 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 6. Exhibits



Exhibit no.		Exhibit Description
~~3.1~~		~~Amended and Restated Certificate of Incorporation of the Registrant (previously filed as Exhibit 3.1 to the Current Report on Form 8-K filed on December 11, 2017)~~
~~3.2~~		~~Form of Amended and Restated Bylaws of the Registrant (previously filed as Exhibit 3.2 to the Current Report on Form 8-K filed on December 11, 2017)~~
10.1		~~Employment~~Loan and ~~Non-Competition~~Security Agreement ~~dated October 24, 2019,~~ by and ~~between Donald F. Gayhardt,~~among CURO ~~Group Holdings, Corp.~~Receivables Finance II, LLC; Atalaya Asset Income Fund VI LP; and ~~CURO~~Midtown Madison Management LLC, +as administrative agent, dated as of April 8, 2020.+
10.2		~~Employment and Non-Competition Agreement, dated October 24, 2019,~~Indemnity Guaranty by ~~and between Roger Dean,~~CURO Financial Technologies Corp.; CURO Group Holdings Corp.; CURO Intermediate Holdings Corp.; CURO Receivables Holdings II, LLC; and CURO Management ~~LLC+~~LLC for the benefit of Midtown Madison Management, LLC, dated as of April 8, 2020.*
10.3		~~Employment and Non-Competition~~Servicing Agreement ~~dated October 24, 2019, by and~~ between ~~William Baker,~~ CURO ~~Group Holdings, Corp.~~Receivables Finance II, LLC and CURO Management, ~~LLC+~~LLC, dated as of April 8, 2020.*
10.4		~~Employment and Non-Competition~~Loan Purchase Agreement ~~dated October 24, 2019,~~(Tier I) by and between ~~Terry Pittman,~~CURO Receivables Holdings II, LLC and certain wholly-owned subsidiaries of CURO Group Holdings Corp. ~~and CURO Management LLC+~~, dated as of April 8, 2020.*
10.5		~~Employment and Non-Competition~~Loan Purchase Agreement ~~dated October 24, 2019,~~(Tier II) by and between ~~E.M. (Vin) Thomas IV,~~ CURO ~~Group Holdings, Corp.~~Receivables Finance II, LLC and CURO ~~Management LLC+~~Receivables Holdings II, LLC, dated as of April 8, 2020.*
10.6		~~Share Repurchase~~Amendment Agreement ~~between~~to 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 ~~Friedman, Fleisher & Lowe Capital Partners II, L.P. and affiliated investment funds,~~Cash Money Cheque Cashing Inc., dated ~~August 30, 2019 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 3, 2019)~~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 ~~September 30, 2019,~~March 31, 2020, filed with the SEC on ~~November~~May 4, ~~2019,~~2020, formatted in Extensible Business Reporting Language (“XBRL”) includes: (i) Condensed Consolidated Balance Sheets at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, (ii) Condensed Consolidated Statements of Operations for the quarter ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ (iii) Condensed Consolidated Statements of Comprehensive Income for the quarter ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ (iv) Condensed Consolidated Statements of Cash Flows for the quarter ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ and (v) Notes to Condensed Consolidated Financial Statements*

* Filed herewith.

+ ~~Indicates management contract or compensatory plan, contract or arrangement.~~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

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: ~~November~~May 4, ~~2019~~2020 CURO Group Holdings Corp.



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

7360



	September 30, 2019
	Single-Pay			Unsecured Installment			Secured Installment			Open-End			Total
Current loans receivable	$	78,039		$	127,952		$	72,866		$	268,918		$	547,775
Delinquent loans receivable	—			46,537			17,250			46,053			109,840
Total loans receivable	78,039			174,489			90,116			314,971			657,615
Less: allowance for losses	(5,662		)	(38,127		)	(10,363		)	(54,233		)	(108,385		)
Loans receivable, net	$	72,377		$	136,362		$	79,753		$	260,738		$	549,230



	September 30, 2019
	Unsecured Installment		Secured Installment		Open-End		Total
Delinquent loans receivable
0-30 days past due	$	17,187	$	7,456	$	18,734	$	43,377
31-60 days past due	13,890		4,711		13,283		31,884
61 + days past due	15,460		5,083		14,036		34,579
Total delinquent loans receivable	$	46,537	$	17,250	$	46,053	$	109,840



	December 31, 2018
	Single-Pay			Unsecured Installment			Secured Installment			Open-End			Total
Current loans receivable	$	80,823		$	141,316		$	75,583		$	207,333		$	505,055
Delinquent loans receivable	—			49,087			17,389			—			66,476
Total loans receivable	80,823			190,403			92,972			207,333			571,531
Less: allowance for losses	(4,189		)	(37,716		)	(12,191		)	(19,901		)	(73,997		)
Loans receivable, net	$	76,634		$	152,687		$	80,781		$	187,432		$	497,534



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


	December 31, 2018						March 31, 2020
	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 + days past due	16,532		4,794		21,326		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


	Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2020			2019
Cash flows from operating activities
Net income from continuing operations	$	74,327		$	1,041		$	36,013		$	28,673
Adjustments to reconcile net income to net cash provided by continuing operating activities:
Depreciation and amortization	14,180			13,628			4,537			4,920
Provision for loan losses	338,262			290,922			113,536			102,385
Amortization of debt issuance costs and bond discount	2,273			2,923			688			872
Deferred income tax (benefit) expense	(3,147		)	3,005			14,093			(10,343		)
Loss on disposal of property and equipment	47			640			44			991
Loss on extinguishment of debt	—			80,883
Loss from equity method investment	5,132			—			1,618			—
Share-based compensation	7,587			6,112			3,194			2,172
Changes in operating assets and liabilities:
Accrued interest on loans receivable	(11,446		)	(5,986		)	16,671			1,937
Prepaid expenses and other assets	14,275			2,695			982			9,938
Other assets	(8,439		)	(2,458		)	332			(6,374		)
Accounts payable and accrued liabilities	13,596			(4,862		)	(7,492		)	2,326
Deferred revenue	(533		)	(1,984		)	(3,276		)	(1,709		)
Income taxes payable	25,117			326			—			29,562
Income taxes receivable	5,598			(12,908		)	(13,134		)	(9,890		)
Accrued interest	(15,303		)	(18,060		)	(14,389		)	(15,329		)
Other liabilities	2,767			1,162			(1,548		)	868
Net cash provided by continuing operating activities	464,293			357,079			151,869			140,999
Net cash (used in) provided by discontinued operating activities	(504		)	5,562
Net cash provided by (used in) discontinued operating activities							390			(504		)
Net cash provided by operating activities	463,789			362,641			152,259			140,495
Cash flows from investing activities
Purchase of property, equipment and software	(8,667		)	(8,030		)	(3,658		)	(3,119		)
Loans receivable originated or acquired	(1,369,644		)	(1,624,881		)	(439,244		)	(420,568		)
Loans receivable repaid	995,291			1,212,446			378,843			355,621
Investments in Cognical Holdings, Inc. ("Zibby")	(8,168		)	(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	(391,188		)	(421,423		)	(78,477		)	(69,634		)
Net cash used in discontinued investing activities	(14,213		)	(24,481		)	—			(14,213		)
Net cash used in investing activities	(405,401		)	(445,904		)	(78,477		)	(83,847		)
Cash flows from financing activities
Net proceeds from issuance of common stock	—			11,549
Proceeds from Non-Recourse U.S. SPV facility	—			17,000
Payments on Non-Recourse U.S. SPV facility	—			(61,590		)
Proceeds from Non-Recourse Canada SPV facility	15,992			89,949			23,560			3,762
Payments on Non-Recourse Canada SPV facility	(24,835		)	—			(42,497		)	(24,831		)
Payments on 12.00% Senior Secured Notes	—			(605,000		)
Proceeds from 8.25% Senior Secured Notes	—			690,000
Debt issuance costs paid	(198		)	(17,517		)	(150		)	(199		)
Proceeds from credit facilities	179,811			65,169			69,938			30,478
Payments on credit facilities	(174,811		)	(36,169		)	(44,938		)	(50,478		)
Payments on subordinated stockholder debt	(2,252		)	—
Payments of call premiums from early debt extinguishments	—			(63,350		)
Proceeds from exercise of stock options	87			408			126			40
Payments to net share settle restricted stock units vesting	(110		)	—			(609		)	(37		)
Repurchase of common stock	(52,172		)	—			(5,908		)	—
Dividends paid to stockholders							(2,247		)	—
Net cash used in financing activities ⁽¹⁾							(2,725		)	(41,265		)
Effect of exchange rate changes on cash and restricted cash							(837		)	1,938
Net increase in cash and restricted 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



Net cash (used in) provided by financing activities ⁽¹⁾	(58,488		)	90,449
Effect of exchange rate changes on cash and restricted cash	1,204			(4,080		)
Net increase in cash and restricted cash	1,104			3,106
Cash and restricted cash at beginning of period	99,857			174,491
Cash and restricted cash at end of period	100,961			177,597
Less: Cash and restricted cash of discontinued operations at end of period	—			11,303
Cash and restricted cash of continuing operations at end of period	$	100,961		$	166,294
(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



	Nine Months Ended September 30, 2018
As Reported:⁽¹⁾
Net cash used in continuing operating activities	$	(55,356	)
Net cash used in continuing investing activities	(8,988		)

As Corrected:
Net cash provided by continuing operating activities	357,079
Net cash used in continuing investing activities	(421,423		)
(1) "As reported" balances include amounts from continuing operations historically presented within these captions.



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Unsecured Installment	$	137,233	$	137,660	$	395,119	$	377,976
Secured Installment	28,270		28,562		81,823		81,195
Open-End	66,120		40,290		173,961		94,735
Single-Pay	49,312		50,614		141,605		169,296
Ancillary	16,329		12,356		46,995		34,292
Total revenue	$	297,264	$	269,482	$	839,503	$	757,494


	Three Months Ended September 30, 2019																		Three Months Ended March 31, 2020
	Single-Pay			Unsecured Installment			Secured Installment			Open-End			Other			Total			Single-Pay			Unsecured Installment			Secured Installment			Open-End			Other			Total
Balance, beginning of period	$	4,941		$	35,223		$	9,996		$	51,717		$	—		$	101,877		$	5,869		$	35,587		$	10,305		$	55,074		$	—		$	106,835
Charge-offs	(40,512		)	(34,252		)	(10,592		)	(31,993		)	(1,382		)	(118,731		)	(40,521		)	(38,558		)	(13,110		)	(43,509		)	(1,279		)	(136,977		)
Recoveries	26,599			5,279			2,445			3,791			845			38,959			30,004			5,783			2,909			6,411			575			45,682
Net charge-offs	(13,913		)	(28,973		)	(8,147		)	(28,202		)	(537		)	(79,772		)	(10,517		)	(32,775		)	(10,201		)	(37,098		)	(704		)	(91,295		)
Provision for losses	14,736			31,891			8,514			31,220			537			86,898			9,639			26,182			9,622			40,991			704			87,138
Effect of foreign currency translation	(102		)	(14		)	—			(502		)	—			(618		)	(298		)	(29		)	—			(2,509		)	—			(2,836		)
Balance, end of period	$	5,662		$	38,127		$	10,363		$	54,233		$	—		$	108,385		$	4,693		$	28,965		$	9,726		$	56,458		$	—		$	99,842
Allowance for loan losses as a percentage of gross loan receivables	7.3		%	21.9		%	11.5		%	17.2		%	N/A			16.5		%	8.6		%	23.5		%	13.4		%	18.0		%	N/A			17.7		%



	Three Months Ended September 30, 2018
	Single-Pay			Unsecured Installment			Secured Installment			Open-End			Other			Total
Balance, beginning of period	$	3,604		$	30,291		$	10,386		$	9,717		$	—		$	53,998
Charge-offs	(40,753		)	(32,115		)	(11,188		)	(32,770		)	(1,494		)	(118,320		)
Recoveries	27,861			4,807			2,325			9,191			931			45,115
Net charge-offs	(12,892		)	(27,308		)	(8,863		)	(23,579		)	(563		)	(73,205		)
Provision for losses	12,757			32,946			9,698			31,686			563			87,650
Effect of foreign currency translation	(179		)	231			—			189			—			241
Balance, end of period	$	3,290		$	36,160		$	11,221		$	18,013		$	—		$	68,684
Allowance for loan losses as a percentage of gross loan receivables	4.3		%	19.5		%	12.3		%	9.8		%	N/A			12.8		%


	Nine Months Ended September 30, 2019																		Three Months Ended March 31, 2019
	Single-Pay			Unsecured Installment			Secured Installment			Open-End			Other			Total			Single-Pay			Unsecured Installment			Secured Installment			Open-End			Other			Total
Balance, beginning of period	$	4,189		$	37,716		$	12,191		$	19,901		$	—		$	73,997		$	4,189		$	37,716		$	12,191		$	19,901		$	—		$	73,997
Charge-offs	(112,792		)	(115,825		)	(33,558		)	(66,319		)	(4,075		)	(332,569		)	(36,521		)	(44,237		)	(12,671		)	(3,638		)	(1,351		)	(98,418		)
Recoveries	78,811			16,963			8,261			14,487			2,565			121,087			27,911			6,318			3,123			5,159			898			43,409
Net charge-offs	(33,981		)	(98,862		)	(25,297		)	(51,832		)	(1,510		)	(211,482		)	(8,610		)	(37,919		)	(9,548		)	1,521			(453		)	(55,009		)
Provision for losses	35,450			99,250			23,469			85,910			1,510			245,589			8,268			33,845			7,153			25,317			453			75,036
Effect of foreign currency translation	4			23			—			254			—			281			50			24			—			224			—			298
Balance, end of period	$	5,662		$	38,127		$	10,363		$	54,233		$	—		$	108,385		$	3,897		$	33,666		$	9,796		$	46,963		$	—		$	94,322
Allowance for loan losses as a percentage of gross loan receivables	7.3		%	21.9		%	11.5		%	17.2		%	N/A			16.5		%	5.6		%	20.8		%	12.1		%	19.5		%	N/A			17.0		%


	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	598,114		397,752	10.08		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
September 30, 2019	1,506,205		397,752	$	12.04
March 31, 2020						1,422,911		760,787		$	11.08


			Estimated Fair Value										Estimated Fair Value
	Carrying Value September 30, 2019		Level 1		Level 2		Level 3		Total		Carrying Value March 31, 2020		Level 1		Level 2		Level 3		Total
Financial assets:
Cash Surrender Value of Life Insurance	$	5,799	$	5,799	$	—	$	—	$	5,799	$	5,696	$	5,696	$	—	$	—	$	5,696
Financial liabilities:
Non-qualified deferred compensation plan	$	4,333	$	4,333	$	—	$	—	$	4,333	$	3,818	$	3,818	$	—	$	—	$	3,818


			Estimated Fair Value										Estimated Fair Value
	Carrying Value December 31, 2018		Level 1		Level 2		Level 3		Total		Carrying Value December 31, 2019		Level 1		Level 2		Level 3		Total
Financial assets: ⁽¹⁾
Cash Surrender Value of Life Insurance	$	4,790	$	4,790	$	—	$	—	$	4,790	$	6,171	$	6,171	$	—	$	—	$	6,171
Financial liabilities:
Non-qualified deferred compensation plan	$	3,639	$	3,639	$	—	$	—	$	3,639	$	4,666	$	4,666	$	—	$	—	$	4,666
(1) Zibby was not included as of 12/31/18 as it was accounted for under the cost method.



	Third-Party			Related-Party			Total
Remainder of 2019	$	7,698		$	922		$	8,620
2020	29,596			3,752			33,348
2021	26,450			3,772			30,222
2022	23,387			3,669			27,056
2023	18,674			1,313			19,987
2024	14,088			963			15,051
Thereafter	35,697			3,414			39,111
Total	155,590			17,805			173,395
Less: Imputed interest	(42,920		)	(4,427		)	(47,347		)
Operating lease liabilities	$	112,670		$	13,378		$	126,048


	Third Party		Related Party		Total		Third-Party			Related-Party			Total
2019	$	24,211	$	3,330	$	27,541
2020	20,547		3,285		23,832
Remainder of 2020							$	22,437		$	2,809		$	25,246
2021	17,301		3,324		20,625		27,464			3,767			31,231
2022	14,558		3,322		17,880		24,640			3,661			28,301
2023	10,269		705		10,974		19,995			1,316			21,311
2024							15,343			962			16,305
2025							11,178			861			12,039
Thereafter	13,446		730		14,176		30,416			2,655			33,071
Total ⁽¹⁾	$	100,332	$	14,696	$	115,028
(1) Future minimum lease payments exclude the U.K. as all U.K. subsidiaries were placed into administration effective February 25, 2019.
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



	Three Months Ended September 30,							Nine Months Ended September 30, 2019
	2019			2018				2019⁽¹⁾			2018
Revenue	$	—		$	13,522			$	6,957		$	36,251
Provision for losses	—			6,831				1,703			16,618
Net revenue	—			6,691				5,254			19,633

Cost of providing services
Office	—			416				246			1,490
Other costs of providing services	—			120				61			1,213
Advertising	—			2,765				775			7,077
Total cost of providing services	—			3,301				1,082			9,780
Gross margin	—			3,390				4,172			9,853
Operating expense (income)
Corporate, district and other expenses	—			7,690				3,810			18,390
Interest income	—			(7		)		(4		)	(19		)
Loss on disposition	—			—				39,414			—
Total operating expense	—			7,683				43,220			18,371
Pre-tax loss from operations of discontinued operations	—			(4,293		)		(39,048		)	(8,518		)
Income tax expense (benefit) related to disposition	598			139				(45,991		)	278
Net (loss) income from discontinued operations	$	(598	)	$	(4,432	)	��	$	6,943		$	(8,796	)
(1) Includes U.K. Subsidiaries financial results from January 1, 2019 to February 25, 2019.



	September 30, 2019
(dollars in thousands)	Subsidiary Guarantors			Subsidiary Non-Guarantors		Canada SPV			CURO			Eliminations			CURO Consolidated
Assets:
Cash	$	40,683		$	21,524	$	—		$	—		$	—		$	62,207
Restricted cash	13,773			3,084		21,897			—			—			38,754
Loans receivable, net	293,711			49,362		206,157			—			—			549,230
Right of use asset - operating leases	76,165			42,095		—			—			—			118,260
Deferred income taxes	(9,086		)	—		—			10,932			—			1,846
Income taxes receivable	(960		)	3,974		—			20,952			—			23,966
Prepaid expenses and other	24,148			8,083		(3		)	—			—			32,228
Property and equipment, net	42,937			27,444		—			—			—			70,381
Goodwill	91,131			28,979		—			—			—			120,110
Other intangibles, net	10,687			21,979		—			—			—			32,666
Intercompany receivable	112,413			—		—			—			(112,413		)	—
Investment in subsidiaries	—			—		—			37,131			(37,131		)	—
Other	17,805			679		—			—			—			18,484
Total assets	$	713,407		$	207,203	$	228,051		$	69,015		$	(149,544	)	$	1,068,132
Liabilities and Stockholders' equity:
Accounts payable and accrued liabilities	$	48,657		$	6,773	$	7,259		$	996		$	—		$	63,685
Deferred revenue	5,639			3,369		44			—			—			9,052
Lease liability - operating leases	83,891			42,157		—			—			—			126,048
Income taxes payable	(4,030		)	—		—			4,030			—			—
Accrued interest	104			—		777			4,744			—			5,625
Payable to CURO Holdings Corp.	657,895			—		—			(657,895		)	—			—
CSO liability for losses	10,249			—		—			—			—			10,249
Debt	25,000			—		102,483			677,924			—			805,407
Intercompany payable	—			18,742		93,671			—			(112,413		)	—
Other liabilities	8,114			480		—			—			—			8,594
Deferred tax liabilities	(4,171		)	4,427		—			4,171			—			4,427
Total liabilities	831,348			75,948		204,234			33,970			(112,413		)	1,033,087
Stockholders' equity	(117,941		)	131,255		23,817			35,045			(37,131		)	35,045
Total liabilities and stockholders' equity	$	713,407		$	207,203	$	228,051		$	69,015		$	(149,544	)	$	1,068,132



	Nine Months Ended September 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 continuing operating activities	$	273,564		$	17,201		$	119,898		$	52,311		$	1,319		$	464,293
Net cash used in discontinued operating activities	—			(504		)	—			—			—			(504		)
Cash flows from investing activities:
Purchase of property, equipment and software	(7,351		)	(1,316		)	—			—			—			(8,667		)
Originations of loans, net	(261,073		)	(11,042		)	(102,238		)	—			—			(374,353		)
Investment in Zibby	(8,168		)	—			—			—			—			(8,168		)
Net cash used in continuing investing activities	(276,592		)	(12,358		)	(102,238		)	—			—			(391,188		)
Net cash used in discontinued investing activities	—			(14,213		)	—			—			—			(14,213		)
Cash flows from financing activities:
Proceeds from Non-Recourse Canada SPV facility	—			—			15,992			—			—			15,992
Payments on Non-Recourse Canada SPV facility	—			—			(24,835		)	—			—			(24,835		)
Proceeds from credit facilities	120,000			59,811			—			—			—			179,811
Payments on credit facilities	(115,000		)	(59,811		)	—			—			—			(174,811		)
Payments on subordinated stockholder debt	—			(2,252		)	—			—			—			(2,252		)
Payments to net share settle RSUs	—			—			—			(110		)	—			(110		)
Proceeds from exercise of stock options	87			—			—			—			—			87
Debt issuance costs paid	—			—			(169		)	(29		)	—			(198		)
Repurchase of common stock	—			—			—			(52,172		)	—			(52,172		)
Net cash used in provided by financing activities ⁽¹⁾	5,087			(2,252		)	(9,012		)	(52,311		)	—			(58,488		)

Effect of exchange rate changes on cash and restricted cash	—			2,114			409			—			(1,319		)	1,204
Net increase (decrease) in cash and restricted cash	2,059			(10,012		)	9,057			—			—			1,104
Cash and restricted cash at beginning of period	52,397			34,620			12,840			—			—			99,857
Cash at end of period	$	54,456		$	24,608		$	21,897		$	—		$	—		$	100,961
(1) Financing activities include continuing operations only and were not impacted by discontinued operations



	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Total number of shares repurchased	1,912,041		2,156,241
Average price paid per share	$	12.27	$	12.04
Total value of shares repurchased	$	23,455	$	25,962

Total authorized repurchase amount for the period presented	$	47,493	$	50,000
Total value of shares repurchased	23,455		25,962
Total remaining authorized repurchase amount	$	24,038	$	24,038



	October 1 - November 1
	2019
Total number of shares repurchased	868,100
Average price paid per share	$	13.03
Total value of shares repurchased	$	11,311



	For the Nine Months Ended
	September 30, 2019						September 30, 2018
	U.S.		Canada		Total		U.S.		Canada		Total
Unsecured Installment	$	390,026	$	5,093	$	395,119	$	366,749	$	11,227	$	377,976
Secured Installment	81,823		—		81,823		81,195		—		81,195
Open-End	104,516		69,445		173,961		76,649		18,086		94,735
Single-Pay	82,733		58,872		141,605		78,835		90,461		169,296
Ancillary	14,136		32,859		46,995		14,565		19,727		34,292
Total revenue	$	673,234	$	166,269	$	839,503	$	617,993	$	139,501	$	757,494



Pro Forma	2019
(dollars in thousands, unaudited)	Third Quarter			Second Quarter			First Quarter
Open-End loans:
Revenue	$	66,120		$	54,972		$	52,869
Provision for losses	31,220			29,373			25,317
Net revenue	$	34,900		$	25,599		$	27,552
Net charge-offs	$	29,762		$	29,648		$	31,788
Open-End gross loan balances:
Open-End gross loans receivable	$	314,971		$	283,311		$	240,790
Average Open-End gross loans receivable ⁽¹⁾	$	299,141		$	262,051		$	245,096
Net-charge offs as a percentage of average gross loans receivable	9.9		%	11.3		%	13.0		%
Open-End allowance for loan losses:
Allowance for loan losses	$	54,233		$	51,717		$	46,963
Open-End Allowance for loan losses as a percentage of Open-End gross loans receivable	17.2		%	18.3		%	19.5		%
Open-End past-due balances:
Open-End past-due gross loans receivable	$	46,053		$	35,395		$	32,444
Past-due Open-End gross loans receivable - percentage	14.6		%	12.5		%	13.5		%
(1) Average gross loans receivable calculated as average of beginning of quarter and end of quarter gross loans receivable.


U.S. Segment Results	Three Months Ended September 30,										Nine Months Ended September 30,											Three Months Ended March 31,
	2019		2018			Change $			Change %		2019			2018			Change $			Change %		2020			2019			Change $			Change %
Revenue	$	237,069	$	223,273		$	13,796		6.2	%	$	673,234		$	617,992		$	55,242		8.9	%	$	221,768		$	226,119		$	(4,351	)	(1.9	)%
Provision for losses	102,997		103,256			(259		)	(0.3	)%	280,529			239,576			40,953			17.1	%	86,041			84,980			1,061			1.2	%
Net revenue	134,072		120,017			14,055			11.7	%	392,705			378,416			14,289			3.8	%	135,727			141,139			(5,412		)	(3.8	)%
Advertising costs	14,186		17,632			(3,446		)	(19.5	)%	31,719			35,200			(3,481		)	(9.9	)%	10,945			6,354			4,591			72.3	%
Non-advertising costs of providing services	42,636		42,280			356			0.8	%	128,866			127,719			1,147			0.9	%	37,242			44,982			(7,740		)	(17.2	)%
Total cost of providing services	56,822		59,912			(3,090		)	(5.2	)%	160,585			162,919			(2,334		)	(1.4	)%	48,187			51,336			(3,149		)	(6.1	)%
Gross margin	77,250		60,105			17,145			28.5	%	232,120			215,497			16,623			7.7	%	87,540			89,803			(2,263		)	(2.5	)%
Corporate, district and other expenses	32,897		22,360			10,537			47.1	%	106,426			81,113			25,313			31.2	%	37,650			43,880			(6,230		)	(14.2	)%
Interest expense	14,877		22,169			(7,292		)	(32.9	)%	44,246			64,931			(20,685		)	(31.9	)%	14,846			14,728			118			0.8	%
Loss on extinguishment of debt	—		69,200			(69,200		)	#		—			80,883			(80,883		)	#
Loss from equity method investment	1,384		—			1,384			#		5,132			—			5,132			#		1,618			—			1,618			#
Total operating expense	49,158		113,729			(64,571		)	(56.8	)%	155,804			226,927			(71,123		)	(31.3	)%	54,114			58,608			(4,494		)	(7.7	)%
Segment operating income (loss)	28,092		(53,624		)	81,716			#		76,316			(11,430		)	87,746			#
Segment operating income																						33,426			31,195			2,231			7.2	%
Interest expense	14,877		22,169			(7,292		)	(32.9	)%	44,246			64,931			(20,685		)	(31.9	)%	14,846			14,728			118			0.8	%
Depreciation and amortization	3,390		3,536			(146		)	(4.1	)%	10,553			10,322			231			2.2	%	3,377			3,726			(349		)	(9.4	)%
EBITDA	46,359		(27,919		)	74,278			#		131,115			63,823			67,292			#		51,649			49,649			2,000			4.0	%
Loss on extinguishment of debt	—		69,200			(69,200		)			—			80,883			(80,883		)
Restructuring costs	—		—			—					1,617			—			1,617
Legal and related costs	870		(1,297		)	2,167					870			(1,297		)	2,167
Legal and other costs																						1,149			1,617			(468		)
Other adjustments	42		(99		)	141					(206		)	(224		)	18					(141		)	(105		)	(36		)
U.K. related costs	348		—			348					8,844			—			8,844					—			7,817			(7,817		)
Share-based compensation	2,771		2,089			682					7,587			6,112			1,475					3,194			2,172			1,022
Loss from equity method investment	1,384		—			1,384					5,132			—			5,132					1,618			—			1,618
Adjusted EBITDA	$	51,774	$	41,974		$	9,800		23.3	%	$	154,959		$	149,297		$	5,662		3.8	%	$	57,469		$	61,150		$	(3,681	)	(6.0	)%
# - Variance greater than 100% or not meaningful.	# - Variance greater than 100% or not meaningful.																					# - Variance greater than 100% or not meaningful.


Canada Segment Results	Three Months Ended September 30,										Nine Months Ended September 30,									Three Months Ended March 31,
	2019		2018			Change $			Change %		2019		2018		Change $			Change %		2020		2019			Change $			Change %
Revenue	$	60,195	$	46,209		$	13,986		30.3	%	$	166,269	$	139,502	$	26,767		19.2	%	$	59,038	$	51,820		$	7,218		13.9	%
Provision for losses	20,870		24,436			(3,566		)	(14.6	)%	57,733		51,346		6,387			12.4	%	27,495		17,405			10,090			58.0	%
Net revenue	39,325		21,773			17,552			80.6	%	108,536		88,156		20,380			23.1	%	31,543		34,415			(2,872		)	(8.3	)%
Advertising costs	2,238		3,717			(1,479		)	(39.8	)%	5,271		9,147		(3,876		)	(42.4	)%	1,274		1,432			(158		)	(11.0	)%
Non-advertising costs of providing services	17,698		17,567			131			0.7	%	52,068		50,718		1,350			2.7	%	18,110		17,289			821			4.7	%
Total cost of providing services	19,936		21,284			(1,348		)	(6.3	)%	57,339		59,865		(2,526		)	(4.2	)%	19,384		18,721			663			3.5	%
Gross margin	19,389		489			18,900			#		51,197		28,291		22,906			81.0	%	12,159		15,694			(3,535		)	(22.5	)%
Corporate, district and other expenses	5,768		5,135			633			12.3	%	16,617		14,791		1,826			12.3	%	5,157		5,208			(51		)	(1.0	)%
Interest expense	2,487		1,234			1,253			#		7,831		1,298		6,533			#		2,478		2,962			(484		)	(16.3	)%
Total operating expense	8,255		6,369			1,886			29.6	%	24,448		16,089		8,359			52.0	%	7,635		8,170			(535		)	(6.5	)%
Segment operating income (loss)	11,134		(5,880		)	17,014			#		26,749		12,202		14,547			#		4,524		7,524			(3,000		)	(39.9	)%
Interest expense	2,487		1,234			1,253			#		7,831		1,298		6,533			#		2,478		2,962			(484		)	(16.3	)%
Depreciation and amortization	1,219		1,087			132			12.1	%	3,627		3,306		321			9.7	%	1,160		1,194			(34		)	(2.8	)%
EBITDA	14,840		(3,559		)	18,399			#		38,207		16,806		21,401			#		8,162		11,680			(3,518		)	(30.1	)%
Restructuring costs	—		—			—					135		—		135
Legal and related costs	—		119			(119		)			—		119		(119		)
Legal and other costs																				—		135			(135		)
Other adjustments	441		50			391					297		223		74					156		(111		)	267
Adjusted EBITDA	$	15,281	$	(3,390	)	$	18,671		#		$	38,639	$	17,148	$	21,491		#		$	8,318	$	11,704		$	(3,386	)	(28.9	)%
# - Change greater than 100% or not meaningful.	# - Change greater than 100% or not meaningful.																			# - Change greater than 100% or not meaningful.



(1)	For the nine months ended September 30, 2018, the $80.9 million of loss on extinguishment of debt is comprised of (i) $11.7 million incurred in the first quarter of 2018 for the redemption of $77.5 million of the CURO Financial Technologies Corp.'s ("CFTC") 12.00% Senior Secured Notes due 2022Legal and (ii) $69.2 million incurred in the third quarter of 2018 for the redemption of the remaining $525.7 million of these notes. The $69.2 million of third quarter loss on extinguishment of debt is comprised of $54.0 million make whole premium and $15.2 million of deferred financing costs, net of premium/discounts. An additional $3.0 million is included in relatedother costs for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2020 include (i) costs related to certain securities litigation and related matter, (ii) severance costs for ~~duplicative interest paid through September 30, 2018 prior~~certain corporate employees and (iii) legal and advisory costs related to ~~repayment~~the purchase of ~~the remaining 12.00% Senior Secured Notes and the Non-Recourse U.S. SPV Facility.~~Ad Astra.
~~(2)~~	~~Restructuring~~ Legal and other costs of $1.8 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 were due to eliminating 121 positions in North America. The store employee reductions ~~help~~helped better align store staffing with in-store customer traffic and volume patterns, as more of our growth comes from online channels and as store customers require less time in stores as they conduct more of the follow-up activities online. The elimination of certain corporate positions ~~relate~~related to efficiency initiatives and has allowed the Company to reallocate investment to strategic growth activities.
~~(3)~~(2)	Legal and related costs for the three and nine months ended September 30, 2019 include costs related to certain securities litigation and related matters of $0.6 million and legal and advisory costs of $0.3 million related to the repurchase of shares from FFL. Legal and related costs for the three and nine months ended September 30, 2018 includes (i) a $1.8 million reduction of the liability related to our offer to reimburse certain bank overdraft or non-sufficient funds fees because of possible borrower confusion about certain electronic payments we initiated on their loans and (ii) settlement of certain matters in California and Canada. For more information, see Note 18 - "Contingent Liabilities" of the Notes to Consolidated Financial Statements included in our Form 10-K filed with the SEC on March 18, 2019.
~~(4)~~	U.K. related costs of ~~$8.8~~$7.8 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 relate to placing the U.K. subsidiaries into administration on February 25, 2019, which included $7.6 million to obtain consent from the holders of the 8.25% Senior Secured Notes to deconsolidate the U.K. Segment and ~~$1.2~~$0.2 million for other costs.
~~(5)~~(3)	The Loss from equity method investment for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 of ~~$5.1~~$1.6 million includes ~~(i)~~ our share of the estimated GAAP net loss of Zibby and (ii) a $3.7 million loss recognized during the second quarter of 2019. From April through July of 2019, Zibby completed an equity raising round at a value per share less than the value per share raised in prior raises.Katapult. As of ~~September 30, 2019,~~March 31, 2020, we owned ~~42.3%~~42.5% of the outstanding shares of ~~Zibby on a fully diluted basis.~~Katapult.
~~(6)~~(4)	We approved the adoption of share-based compensation plans during 2010 and 2017 for key members of senior management. The estimated fair value of share-based awards is recognized as non-cash compensation expense on a straight-line basis over the vesting period.
~~(7)~~(5)	~~As a result~~On March 27, 2020, the CARES Act was enacted by the U.S. Federal government in response to the COVID-19 pandemic. The CARES Act, among other things, allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the ~~Tax Cuts and Jobs Act~~five preceding taxable years to generate a refund of ~~2017 ("2017 Tax Act"), which became law on December 22, 2017, we provided~~previously paid income taxes. We recorded an ~~estimate~~income tax benefit of $9.1 million related to the ~~new repatriation~~carryback of NOL from tax as of December 31, 2017. Subsequent to further guidance published in the first quarter of 2018, we booked additional tax expense of $1.2 million for the 2017 repatriation tax. Additionally, the 2017 Tax Act provided for a new Global Intangible Low-Taxed Income tax starting inyears 2018 and ~~we estimated and provided tax expense of $0.6 million in the first quarter of 2018.We revised this expense in the third quarter of 2018 based on changes in our geographic mix of income.~~2019.
~~(8)~~(6)	Cumulative tax effect of adjustments included in Reconciliation of Net income from continuing operations to EBITDA and Adjusted EBITDA table is calculated using the estimated incremental tax rate by country.
(7)	Other adjustments primarily include ~~deferred rent and~~ the intercompany foreign exchange impact. ~~Deferred rent represents the non-cash component of rent expense.~~



	Average Exchange Rates
	Three Months Ended March 31,				Change
	2020		2019		$			%
Canadian Dollar	$	0.7456	$	0.7525		($0.0069	)	(0.9	)%



	Exchange Rate as of
	March 31,		December 31,		Change
	2020		2019		$			%
Canadian Dollar	$	0.7012	$	0.7683		($0.0671	)	(8.7	)%



	September 30,		December 31,
	2019		2018
8.25% Senior Secured Notes (due 2025)	$	677,924	$	676,661
Non-Recourse Canada SPV Facility	102,483		107,479
Senior Revolver	25,000		20,000
Debt	$	805,407	$	804,140



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


(iii)	The Non-Recourse Canada SPV facility, a wholly-owned, bankruptcy-remote special purpose subsidiary;


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


(v)	Consolidating and eliminating entries representing adjustments to: