Elevate Credit, Inc. (Form: 10-Q, Received: 08/10/2018 14:16:25)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2018

o 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 001-37680

ELEVATE CREDIT, INC.

(Exact name of registrant as specified in its charter)



Delaware		46-4714474
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification Number

4150 International Plaza, Suite 300 Fort Worth, Texas 76109		76109
Address of Principal Executive Offices		Zip Code
	(817) 928-1500
Registrant’s Telephone Number, Including Area Code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

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



Yes	x	No	o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).



Yes	x	No	o

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	o	Non-accelerated filer	x
Accelerated filer	o	Smaller reporting company	o
Emerging growth company	x

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 7(a)(2)(B) of the Securities Act. x

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

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:



Class		Outstanding at August 8, 2018
Common Shares, $0.0004 par value		43,191,137

TABLE OF CONTENTS



Note About Forward-Looking Statements			4
Part I - Financial Information
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets as of June 30, 2018 (unaudited) and December 31, 2017	6
		Unaudited Condensed Consolidated Income Statements for the three and six months ended June 30, 2018 and 2017	7
		Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2018 and 2017	8
		Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the six months ended June 30, 2018 and 2017	9
		Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017	10
		Notes to Unaudited Condensed Consolidated Financial Statements	12
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	39
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	81
	Item 4.	Controls and Procedures	82
Part II - Other Information
	Item 1.	Legal Proceedings	83
	Item 1A.	Risk Factors	84
	Item 6.	Exhibits	87
SIGNATURES			88

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are based on our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained throughout this Quarterly Report on Form 10-Q, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements include information concerning our strategy, future operations, future financial position, future revenues, projected expenses, margins, prospects and plans and objectives of management. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “seek,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:


•	our future financial performance, including our expectations regarding our revenue, cost of revenue, growth rate of revenue, cost of borrowing, credit losses, marketing costs, net charge-offs, gross profit or gross margin, operating expenses, operating margins, loans outstanding, credit quality, ability to generate cash flow and ability to achieve and maintain future profitability;


•	the availability of debt financing, funding sources and disruptions in credit markets;


•	the intention to create an additional special purpose vehicle ("SPV") as another funding source for the Elastic line of credit product;


•	the expectation that this additional SPV for Elastic would provide additional funding, diversified funding sources and further lower the cost of funds;


•	our ability to meet anticipated cash operating expenses and capital expenditure requirements;


•	anticipated trends, growth rates, seasonal fluctuations and challenges in our business and in the markets in which we operate;


•	our ability to anticipate market needs and develop new and enhanced or differentiated products, services and mobile apps to meet those needs, and our ability to successfully monetize them;


•	our expectations with respect to trends in our average portfolio effective annual percentage rate;


•	our anticipated growth and growth strategies and our ability to effectively manage that growth;


•	our anticipated expansion of relationships with strategic partners;


•	customer demand for our product and our ability to rapidly grow our business in response to fluctuations in demand;


•	our ability to attract potential customers and retain existing customers and our cost of customer acquisition;


•	the ability of customers to repay loans;


•	interest rates and origination fees on loans;


•	the impact of competition in our industry and innovation by our competitors;


•	our ability to attract and retain necessary qualified directors, officers and employees to expand our operations;


•	our reliance on third-party service providers;


•	our access to the automated clearinghouse system;


•	the efficacy of our marketing efforts and relationships with marketing affiliates;


•	our anticipated direct marketing costs and spending;


•	the evolution of technology affecting our products, services and markets;


•	continued innovation of our analytics platform;


•	our ability to prevent security breaches, disruption in service and comparable events that could compromise the personal and confidential information held in our data systems, reduce the attractiveness of the platform or adversely impact our ability to service loans;


•	our ability to detect and filter fraudulent or incorrect information provided to us by our customers or by third parties;


•	our ability to adequately protect our intellectual property;


•	our compliance with applicable local, state, federal and foreign laws;


•	our compliance with, and the effects on our business and results of operations from, current or future applicable regulatory developments and regulations, including developments or changes from the Consumer Financial Protection Bureau ("CFPB") and developments or changes in state law such as recently proposed legislation in Ohio regarding interest rate caps;


•	regulatory developments or scrutiny by agencies regulating our business or the businesses of our third-party partners;


•	public perception of our business and industry;


•	the anticipated effect on our business of litigation or regulatory proceedings to which we or our officers are a party;


•	the anticipated effect on our business of natural or man-made catastrophes;


•	the increased expenses and administrative workload associated with being a public company;


•	failure to maintain an effective system of internal controls necessary to accurately report our financial results and prevent fraud;


•	our liquidity and working capital requirements;


•	the estimates and estimate methodologies used in preparing our consolidated financial statements;


•	the utility of non-GAAP financial measures;


•	the future trading prices of our common stock and the impact of securities analysts’ reports on these prices;


•	our anticipated development and release of certain products and applications and changes to certain products;


•	our anticipated investing activity; and


•	trends anticipated to continue as our portfolio of loans matures.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail elsewhere in this Quarterly Report on Form 10-Q. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Elevate Credit, Inc. and Subsidiaries

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS



(Dollars in thousands, except share and per share amounts)	June 30, 2018			December 31, 2017
	(unaudited)
ASSETS
Cash and cash equivalents*	$	69,368		$	41,142
Restricted cash	1,594			1,595
Loans receivable, net of allowance for loan losses of $76,575 and $87,946, respectively*	507,801			524,619
Prepaid expenses and other assets*	12,924			10,306
Receivable from CSO lenders	17,752			22,811
Receivable from payment processors*	26,742			21,126
Deferred tax assets, net	18,105			23,545
Property and equipment, net	31,415			24,249
Goodwill	16,027			16,027
Intangible assets, net	2,000			2,123
Derivative assets at fair value (cost basis of $761 and $0, respectively)*	2,016			—
Total assets	$	705,744		$	687,543

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities ($0 and $95 payable to Think Finance at June 30, 2018 and December 31, 2017, respectively)*	$	36,800		$	42,213
State and other taxes payable	931			884
Deferred revenue*	28,863			33,023
Notes payable, net*	525,344			513,295
Derivative liability	—			1,972
Total liabilities	591,938			591,387
COMMITMENTS, CONTINGENCIES AND GUARANTEES (Note 10)
STOCKHOLDERS’ EQUITY
Preferred stock; $0.0004 par value; 24,500,000 authorized shares; None issued and outstanding at June 30, 2018 and December 31, 2017.	—			—
Common stock; $0.0004 par value; 300,000,000 authorized shares; 43,115,863 and 42,165,524 issued and outstanding, respectively	17			17
Additional paid-in capital	178,440			174,090
Accumulated deficit	(66,423		)	(79,954		)
Accumulated other comprehensive income, net of tax benefit of $1,189 and $2,273, respectively*	1,772			2,003
Total stockholders’ equity	113,806			96,156
Total liabilities and stockholders’ equity	$	705,744		$	687,543

* These balances include certain assets and liabilities of a variable interest entity (“VIE”) that can only be used to settle the liabilities of that VIE. All assets of the Company are pledged as security for the Company’s outstanding debt, including debt held by the VIE. For further information regarding the assets and liabilities included in our consolidated accounts, see Note 4—Variable Interest Entity.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Elevate Credit, Inc. and Subsidiaries

CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)



	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands, except share and per share amounts)	2018			2017			2018			2017
Revenues	$	184,377		$	150,471		$	377,914		$	306,838
Cost of sales:
Provision for loan losses	88,598			72,297			180,740			155,090
Direct marketing costs	22,180			19,592			42,875			30,080
Other cost of sales	6,566			4,425			12,895			8,533
Total cost of sales	117,344			96,314			236,510			193,703
Gross profit	67,033			54,157			141,404			113,135
Operating expenses:
Compensation and benefits	23,380			20,824			45,807			41,352
Professional services	8,374			8,851			16,686			16,427
Selling and marketing	2,403			2,142			5,355			4,620
Occupancy and equipment	4,630			3,519			8,749			6,776
Depreciation and amortization	2,962			2,393			5,677			5,001
Other	1,568			1,095			2,785			2,010
Total operating expenses	43,317			38,824			85,059			76,186
Operating income	23,716			15,333			56,345			36,949
Other income (expense):
Net interest expense	(19,263		)	(18,095		)	(38,476		)	(37,341		)
Foreign currency transaction (loss) gain	(1,231		)	1,716			(475		)	2,284
Non-operating gain (loss)	—			2,646			(38		)	2,513
Total other expense	(20,494		)	(13,733		)	(38,989		)	(32,544		)
Income before taxes	3,222			1,600			17,356			4,405
Income tax expense (benefit)	94			(1,420		)	4,745			(283		)
Net income	$	3,128		$	3,020		$	12,611		$	4,688

Basic earnings per share	$	0.07		$	0.08		$	0.30		$	0.18
Diluted earnings per share	$	0.07		$	0.08		$	0.29		$	0.17
Basic weighted average shares outstanding	42,561,403			38,541,965			42,386,660			25,841,408
Diluted weighted average shares outstanding	44,239,007			39,950,760			43,937,066			27,294,945

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Elevate Credit, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)



(Dollars in thousands)	Three Months Ended June 30,					Six Months Ended June 30,
(Dollars in thousands)	2018			2017		2018			2017
Net income	$	3,128		$	3,020	$	12,611		$	4,688
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of tax of $0 for all periods	(1,495		)	171		(402		)	94
Reclassification of certain deferred tax effects	—			—		(920		)	—
Change in derivative valuation, net of tax of $164 and $0 for the three and six months ended 2018 and 2017, respectively	(243		)	—		1,091			—
Total other comprehensive income (loss), net of tax	(1,738		)	171		(231		)	94
Total comprehensive income	$	1,390		$	3,191	$	12,380		$	4,782

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Elevate Credit, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

For the periods ended June 30, 2018 and 2017



(Dollars in thousands except share amounts)	Preferred Stock		Common Stock			Series A Convertible Preferred					Series B Convertible Preferred					Additional paid-in capital			Accumu-lated deficit			Accumulated other comprehensive income			Total
(Dollars in thousands except share amounts)	Shares	Amount	Shares	Amount		Shares		Amount			Shares		Amount			Additional paid-in capital			Accumu-lated deficit			Accumulated other comprehensive income			Total
Balances at December 31, 2016	—	—	13,001,216	$	5	2,957,059		$	3		2,682,351		$	3		$	88,854		$	(76,385	)	$	1,087		$	13,567
Share-based compensation	—	—	—	—		—		—			—		—			2,787			—			—			2,787
Exercise of stock options	—	—	308,738	—		—		—			—		—			(2		)	—			—			(2		)
Tax benefit of equity issuance costs	—	—	—	—		—		—			—		—			(1,873		)	—			—			(1,873		)
Issuance of common stock net of deferred costs	—	—	14,285,000	6		—		—			—		—			80,188			—			—			80,194
Conversion of preferred shares	—	—	5,639,410	6		(2,957,059	)	(3		)	(2,682,351	)	(3		)	—			—			—			—
2.5-for-1 common stock split on converted preferred shares	—	—	8,459,109	—		—		—			—		—			—			—			—			—
Comprehensive income:
Foreign currency translation adjustment net of tax expense of $0	—	—	—	—		—		—			—		—			—			—			94			94
Cumulative effect of change in accounting	—	—	—	—		—		—			—		—			—			3,364			—			3,364
Net income	—	—	—	—		—		—			—		—			—			4,688			—			4,688
Balances at June 30, 2017	—	—	41,693,473	$	17	—		$	—		—		$	—		$	169,954		$	(68,333	)	$	1,181		$	102,819

Balances at December 31, 2017	—	—	42,165,524	17		—		—			—		—			174,090			(79,954		)	2,003			96,156
Share-based compensation	—	—	—	—		—		—			—		—			3,647			—			—			3,647
Exercise of stock options	—	—	259,196	—		—		—			—		—			969			—			—			969
Vesting of restricted stock units	—	—	629,147	—		—		—			—		—			—			—			—			—
ESPP shares issued	—	—	61,996	—		—		—			—		—			408			—			—			408
Tax benefit of equity issuance costs	—	—	—	—		—		—			—		—			(674		)	—			—			(674		)
Comprehensive loss:
Foreign currency translation adjustment net of tax expense of $0	—	—	—	—		—		—			—		—			—			—			(402		)	(402		)
Change in derivative valuation net of tax expense of $164	—	—	—	—		—		—			—		—			—			—			1,091			1,091
Reclassification of certain deferred tax effects	—	—	—	—		—		—			—		—			—			920			(920		)	—
Net income	—	—	—	—		—		—			—		—			—			12,611			—			12,611
Balances at June 30, 2018	—	—	43,115,863	$	17	—		$	—		—		$	—		$	178,440		$	(66,423	)	$	1,772		$	113,806

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Elevate Credit, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



(Dollars in thousands)	Six Months Ended June 30,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	12,611		$	4,688
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,677			5,001
Provision for loan losses	180,740			155,090
Share-based compensation	3,647			2,787
Amortization of debt issuance costs	191			284
Amortization of loan premium	3,006			2,534
Amortization of convertible note discount	138			2,871
Amortization of derivative assets	606			—
Deferred income tax expense, net	4,602			(854		)
Unrealized gain from foreign currency transactions	475			(2,284		)
Non-operating loss	38			(2,513		)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(2,134		)	(1,891		)
Receivables from payment processors	(5,864		)	(799		)
Receivables from CSO lenders	4,921			1,783
Interest receivable	(43,097		)	(36,195		)
State and other taxes payable	71			29
Deferred revenue	1,171			1,633
Accounts payable and accrued liabilities	(4,314		)	2,939
Net cash provided by operating activities	162,485			135,103
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans receivable originated or participations purchased	(625,951		)	(508,514		)
Principal collections and recoveries on loans receivable	497,076			371,806
Participation premium paid	(3,020		)	(2,558		)
Purchases of property and equipment	(12,450		)	(8,376		)
Net cash used in investing activities	(144,345		)	(147,642		)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Elevate Credit, Inc. and Subsidiaries



	Six Months Ended June 30,
(Dollars in thousands)	2018			2017
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable	$	12,135		$	40,500
Payments of notes payable	—			(84,950		)
Cash paid for interest rate caps	(1,367		)	—
Settlement of derivative liability	(2,010		)	—
Payment of capital lease obligations	—			(21		)
Debt issuance costs paid	(25		)	(730		)
Equity issuance costs paid	—			(1,731		)
ESPP shares issued	408			—
Proceeds from issuance of common stock	—			86,699
Proceeds from stock option exercises	969			765
Taxes paid related to net share settlement of equity awards	—			(422		)
Net cash provided by financing activities	10,110			40,110
Effect of exchange rates on cash	(25		)	453
Net increase in cash, cash equivalents and restricted cash	28,225			28,024

Cash and cash equivalents, beginning of period	41,142			53,574
Restricted cash, beginning of period	1,595			1,785
Cash, cash equivalents and restricted cash, beginning of period	42,737			55,359

Cash and cash equivalents, end of period	69,368			81,195
Restricted cash, end of period	1,594			2,188
Cash, cash equivalents and restricted cash, end of period	$	70,962		$	83,383

Supplemental cash flow information:
Interest paid	$	37,696		$	35,000
Taxes paid	$	332		$	382

Non-cash activities:
CSO fees charged-off included in Deferred revenues and Loans receivable	$	5,331		$	5,513
Derivative debt discount on convertible term notes	$	—		$	2,517
Prepaid expenses accrued but not yet paid	$	559		$	—
Property and equipment accrued but not yet paid	$	442		$	—
Impact on deferred tax assets of adoption of ASU 2016-09	$	—		$	3,364
Impact on OCI and retained earnings of adoption of ASU 2018-02	$	920		$	—
Changes in fair value of interest rate caps	$	1,255		$	—
Deferred IPO costs included in Additional paid-in capital	$	—		$	6,708
Tax benefit of equity issuance costs included in Additional paid-in capital	$	674		$	1,873

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and six months ended June 30, 2018 and 2017

NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING CHANGES

Business Operations

Elevate Credit, Inc. (the “Company”) is a Delaware corporation. The Company provides technology-driven, progressive online credit solutions to non-prime consumers. The Company uses advanced technology and proprietary risk analytics to provide more convenient and more responsible financial options to its customers, who are not well-served by either banks or legacy non-prime lenders. The Company currently offers unsecured online installment loans and lines of credit in the United States (the “US”) and the United Kingdom (the “UK”). The Company’s products, Rise, Elastic and Sunny, reflect its mission of “Good Today, Better Tomorrow” and provide customers with access to competitively priced credit and services while helping them build a brighter financial future with credit building and financial wellness features. In the UK, the Company directly offers unsecured installment loans via the internet through its wholly owned subsidiary, Elevate Credit International (UK), Limited, (“ECI”) under the brand name of Sunny.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of June 30, 2018 and for the three and six month periods ended June 30, 2018 and 2017 include the accounts of the Company, its wholly owned subsidiaries and a variable interest entity ("VIE") where the Company is the primary beneficiary. All significant intercompany transactions and accounts have been eliminated.

The unaudited condensed consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted in the US (“US GAAP”) for interim financial information and Article 10 of Regulation S-X and conform, as applicable, to general practices within the finance company industry. The principles for interim financial information do not require the inclusion of all the information and footnotes required by US GAAP for complete financial statements. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2017 in the Company's Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission ("SEC") on March 9, 2018. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments, all of which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. Our business is seasonal in nature so the results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the full year.

Initial Public Offering and Share-Based Compensation

On April 11, 2017, the Company completed its initial public offering (“IPO”) in which it issued and sold 12,400,000 shares of common stock at a price of $6.50 per share to the public. In connection with the closing, the underwriters exercised their option to purchase in full for an additional 1,860,000 shares. On April 6, 2017 , the Company's stock began trading on the New York Stock Exchange ("NYSE") under the symbol “ELVT.” The aggregate net proceeds received by the Company from the IPO, net of underwriting discounts and commissions and estimated offering expenses, were approximately $80.2 million .

Immediately prior to the closing of the IPO, all then outstanding shares of the Company's convertible preferred stock were converted into 5,639,410 shares of common stock (or 14,098,519 shares of common stock after the 2.5 to 1 stock split described below). The related carrying value of shares of preferred stock, in the aggregate amount of approximately $6 thousand , was reclassified as common stock. Additionally, the Company amended and restated its certificate of incorporation, effective April 11, 2017 to, among other things, change the authorized number of shares of common stock to 300,000,000 and the authorized number of shares of preferred stock to 24,500,000 , each with a par value of $0.0004 per share.

Stock options granted to certain employees vest upon the satisfaction of the earlier of either a service condition or a liquidity condition. The service condition for these awards is generally satisfied over four years . The liquidity condition is satisfied upon the occurrence of a qualifying event, defined as the completion of the IPO, which occurred on April 11, 2017. The satisfaction of this vesting condition accelerated the expense attribution period for those stock options, and the Company recognized a cumulative share-based compensation expense for the portion of those stock options that met the liquidity condition.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

Stock Split

On December 11, 2015, the Board of Directors approved the ratio to effect a 2.5 -for-1 forward stock split of the Company's common stock. The stock split became effective in connection with the completion of the Company’s IPO. The Company's IPO and resulting stock split had the following effect on the Company's equity as of June 30, 2018 :


•	Convertible Preferred Stock: In April 2017, as a result of the IPO, all then outstanding shares of the Company's convertible preferred stock ( 5,639,410 ) were converted on a one-to-one basis without additional consideration into an aggregate of 5,639,410 shares of common stock and, thereafter, into 14,098,519 shares of common stock after the application of the 2.5 -for-1 forward stock split.

•

Common Stock: The IPO and resulting stock split caused an adjustment to the par value for the common stock, from $0.001 per share to $0.0004 per share, and caused a two-and-a-half times increase in the number of authorized and outstanding shares of common stock. The number of shares of common stock and per share common stock data in the accompanying unaudited condensed consolidated financial statements and related notes have been retroactively adjusted to reflect a 2.5 -for-1 forward stock split for all periods presented.

•

Share-Based Compensation: The IPO and resulting stock split decreased the exercise price for stock options by two-and-a-half times per share, and reflected a two-and-a-half times increase in the number of stock options and restricted stock units ("RSUs") outstanding. The number of stock options and RSUs and per share common stock data in the accompanying unaudited condensed consolidated financial statements and related notes have been adjusted to reflect a 2.5 -for-1 forward stock split for all periods presented.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Significant items subject to such estimates and assumptions include the valuation of the allowance for loan losses, goodwill, long-lived and intangible assets, deferred revenues, contingencies, the fair value of derivatives, the income tax provision, valuation of share-based compensation and the valuation allowance against deferred tax assets. The Company bases its estimates on historical experience, current data and assumptions that are believed to be reasonable. Actual results in future periods could differ from those estimates.

Equity Issuance Costs

Costs incurred related to the Company's IPO were deferred and included in Prepaid expenses and other assets in the unaudited condensed consolidated financial statements, and were charged against the gross proceeds of the IPO (i.e., charged against Additional paid-in capital in the accompanying unaudited condensed consolidated financial statements) as of the closing of the IPO on April 11, 2017 . The balance of these equity issuance costs that were recorded against Additional paid-in capital in the unaudited Condensed Consolidated Balance Sheet at June 30, 2017 was approximately $6.7 million .

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

Interest Rate Caps

The Company applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging. On January 11, 2018, the Company entered into two interest rate cap transactions with a counterparty to mitigate the floating rate interest risk on a portion of the debt underlying the Rise and Elastic portfolios. See Note 5—Notes Payable for additional information. The interest rate caps are designated as cash flow hedges against expected future cash flows attributable to future interest payments on debt facilities held by each entity. The Company initially reports the gains or losses related to the hedges as a component of Accumulated other comprehensive income in the Condensed Consolidated Balance Sheets in the period incurred and subsequently reclassifies the interest rate caps’ gains or losses to interest expense when the hedged expenses are recorded. The Company excludes the change in the time value of the interest rate caps in its assessment of their hedge effectiveness. The Company presents the cash flows from cash flow hedges in the same category in the Condensed Consolidated Statements of Cash Flows as the category for the cash flows from the hedged items. The interest rate caps do not contain any credit risk related contingent features. The Company’s hedging program is not designed for trading or speculative purposes.

For additional information related to derivative instruments, see Note 8—Fair Value Measurements.

Recently Adopted Accounting Standards

In March 2018, the FASB issued Accounting Standards Update ("ASU") No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 ("ASU 2018-05"). The purpose of ASU 2018-05 is to incorporate the guidance pronounced through Staff Accounting Bulletin No. 118 ("SAB 118"). The Company has adopted all of the amendments of ASU 2018-05 on a prospective basis as of January 1, 2018. The adoption of ASU 2018-05 did not have a material impact on the Company's condensed consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASU 2018-02"). The purpose of ASU 2018-02 is to allow an entity to elect to reclassify the stranded tax effects related to the Tax Cuts and Jobs Act of 2017 from Accumulated other comprehensive income into Retained earnings. The amendments in ASU 2018-02 are effective for all entities for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years. Early adoption is permitted. The Company adopted all amendments of ASU 2018-02 on a prospective basis as of January 1, 2018, and elected to reclassify the stranded tax effects resulting from the Tax Cuts and Jobs Act from Accumulated other comprehensive income to Accumulated deficit. The amount of the reclassification for the three and six months ended June 30, 2018 was $0 thousand and $920 thousand , respectively.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815)—Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"). The purpose of ASU 2017-12 is to improve the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. In addition, ASU 2017-12 makes certain targeted improvements to simplify the application of the hedge accounting guidance. This guidance is effective for public companies for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years. Early adoption is permitted. The Company has adopted all of the amendments of ASU 2017-12 on a prospective basis as of January 1, 2018. Since the Company did not have derivatives accounted for as hedges prior to December 31, 2017, there was no cumulative-effect adjustment needed to Accumulated other comprehensive income and Accumulated deficit. The adoption of ASU 2017-12 did not have a material impact on the Company's condensed consolidated financial statements.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting ("ASU 2017-09"). The purpose of ASU 2017-09 is to provide clarity and reduce both the diversity in practice and the cost and complexity when applying the guidance to a change to the terms or conditions of a share-based payment award. Under this new guidance, an entity should account for the effects of a modification unless all of the following are met: (1) The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. (2) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. (3) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company adopted all amendments of ASU 2017-09 on a prospective basis as of January 1, 2018. The adoption of ASU 2017-09 did not have a material impact on the Company's financial condition, results of operations or cash flows.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash a consensus of the FASB Emerging Issues Task Force ("ASU 2016-18"). The purpose of ASU 2016-18 is to reduce diversity in practice related to the classification and presentation of changes in restricted cash on the statement of cash flows. Under this new guidance, the statement of cash flows during the reporting period must explain the change in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-18 is effective for public entities for fiscal years beginning after December 15, 2017 and for interim periods within those fiscal years. The Company adopted all amendments of ASU 2016-18 on a retrospective basis as of January 1, 2018. Upon adoption, the Company included any restricted cash balances as part of cash and cash equivalents in its Condensed Consolidated Statements of Cash Flows and did not present the change in restricted cash balances as a separate line item under investing activities. The amount of the reclassification for the six months ended June 30, 2018 and 2017 was immaterial and $405 thousand , respectively.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15") . ASU 2016-15 is intended to reduce diversity in practice for certain cash receipts and cash payments that are presented and classified in the statement of cash flows. For public entities, ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted all amendments of ASU 2016-15 on a prospective basis as of January 1, 2018. The adoption of ASU 2016-15 did not have a material impact on the Company's condensed consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date ("ASU 2015-14"), which defers the effective date of this guidance by one year, to the annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. A reporting entity may choose to early adopt the guidance as of the original effective date. In April 2016, the FASB issued ASU 2016-10, Revenues from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ("ASU 2016-10"), which clarifies the guidance related to identifying performance obligations and licensing implementation. The Company adopted all amendments of ASU 2016-10 using the alternative transition method, which requires the application of the guidance only to contracts that are uncompleted on the date of initial application. As a result of the scope exception for financial contracts, the Company's management determined that there are no material changes to the nature, extent or timing of revenues and expenses; additionally, the adoption of ASU 2014-09 did not have a significant impact to pretax income upon adoption as of June 30, 2018 .

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

Accounting Standards to be Adopted in Future Periods

In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements ("ASU 2018-09"). The purpose of ASU 2018-09 is to clarify, correct errors in, or make minor improvements to the Codification. Among other revisions, the amendments clarify that an entity should recognize excess tax benefits or tax deficiencies for share compensation expense that is taken on an entity’s tax return in the period in which the amount of the deduction is determined. This portion of the guidance is effective for public companies for fiscal years beginning after December 15, 2018 and requires a modified retrospective approach to adoption. The Company does not expect ASU 2018-09 to have a material impact on the Company's condensed consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). The purpose of ASU 2017-04 is to simplify the subsequent measurement of goodwill. The amendments modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This guidance is effective for public companies for goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is still assessing the potential impact of ASU 2017-04 on the Company's condensed consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 is intended to replace the incurred loss impairment methodology in current US GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates to improve the quality of information available to financial statement users about expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. For public entities, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is still assessing the potential impact of ASU 2016-13 on the Company's condensed consolidated financial statements. The internal financial controls processes in place for the Company's loan loss reserve process are expected to be impacted. The Company expects to complete its analysis of the impact in 2018.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 is intended to improve the reporting of leasing transactions to provide users of financial statements with more decision-useful information. ASU 2016-02 will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2018-10”), which clarifies certain matters in the codification with the intention to correct unintended application of the guidance. Also in July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”), which provides entities with an additional (and optional) transition method whereby the entity applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Additionally, under the new transition method, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new lease standard will continue to be in accordance with current US GAAP (Topic 840, Leases). ASU 2016-02, as amended, is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company expects to adopt the transition method in ASU 2018-11 by applying the practical expedient prospectively and by using the retrospective approach at the beginning of the period of adoption through cumulative-effect adjustment. The Company is still assessing the potential impact of ASU 2016-02 on the Company's condensed consolidated financial statements. The Company expects to complete its analysis of the impact in 2018.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

NOTE 2 - EARNINGS PER SHARE

In April 2017, the Company effected a 2.5 -for-1 forward stock split of its common stock in connection with the completion of the IPO, which has been retroactively applied to previously reported share and earnings per share amounts.

Basic earnings per share ("EPS") is computed by dividing net income by the weighted average number of common shares outstanding ("WASO") during each period. Also, basic EPS includes any fully vested stock and unit awards that have not yet been issued as common stock. There are no unissued fully vested stock and unit awards at June 30, 2018 and 2017 .

Diluted EPS is computed by dividing net income by the WASO during each period plus any unvested stock option awards granted, vested unexercised stock options and unvested RSUs using the treasury stock method but only to the extent that these instruments dilute earnings per share.

The computation of earnings per share was as follows for three and six months ended June 30, 2018 and 2017 :



	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands, except share and per share amounts)	2018		2017		2018		2017
Numerator (basic):
Net income	$	3,128	$	3,020	$	12,611	$	4,688

Numerator (diluted):
Net income	$	3,128	$	3,020	$	12,611	$	4,688

Denominator (basic):
Basic weighted average number of shares outstanding	42,561,403		38,541,965		42,386,660		25,841,408

Denominator (diluted):
Basic weighted average number of shares outstanding	42,561,403		38,541,965		42,386,660		25,841,408
Effect of potentially dilutive securities:
Employee share plans (options, RSUs and ESPP)	1,677,604		1,408,795		1,550,406		1,453,537
Diluted weighted average number of shares outstanding	44,239,007		39,950,760		43,937,066		27,294,945

Basic and diluted earnings per share:
Basic earnings per share	$	0.07	$	0.08	$	0.30	$	0.18
Diluted earnings per share	$	0.07	$	0.08	$	0.29	$	0.17

For the three months ended June 30, 2018 and 2017 , the Company excluded the following potential common shares from its diluted earnings per share calculation because including these shares would be anti-dilutive:


•	941,832 and 429,450 common shares issuable upon exercise of the Company's stock options; and


•	855,909 and 1,126,945 common shares issuable upon vesting of the Company's RSUs.

For the six months ended June 30, 2018 and 2017 , the Company excluded the following potential common shares from its diluted earnings per share calculation because including these shares would be anti-dilutive:


•	567,754 and 418,638 common shares issuable upon exercise of the Company's stock options; and


•	484,511 and 569,538 common shares issuable upon vesting of the Company's RSUs.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

ASC Topic 260, “Earnings Per Share” (“ASC Topic 260”) requires companies with participating securities to utilize a two-class method for the computation of net income per share attributable to the Company. The two-class method requires a portion of net income attributable to the Company to be allocated to participating securities. Net losses are not allocated to participating securities unless those securities are obligated to participate in losses. The Company did not have any participating securities for the three and six month periods ended June 30, 2018 and 2017 .

NOTE 3 - LOANS RECEIVABLE AND REVENUE

Revenues generated from the Company’s consumer loans for the three and six months ended June 30, 2018 and 2017 were as follows:



	Three Months Ended June 30,
(Dollars in thousands)	2018		2017
Finance charges	$	110,519	$	91,870
CSO fees	13,577		12,854
Lines of credit fees	59,298		43,808
Other	983		1,939
Total revenues	$	184,377	$	150,471



	Six Months Ended June 30,
(Dollars in thousands)	2018		2017
Finance charges	$	229,015	$	189,941
CSO fees	28,436		28,864
Lines of credit fees	118,201		85,580
Other	2,262		2,453
Total revenues	$	377,914	$	306,838

The Company's portfolio consists of both installment loans and lines of credit, which are considered the portfolio segments at June 30, 2018 and December 31, 2017 . The following reflects the credit quality of the Company’s loans receivable as of June 30, 2018 and December 31, 2017 as delinquency status has been identified as the primary credit quality indicator. The Company classifies its loans as either current or past due. A customer in good standing may request a 16 day grace period when or before a payment becomes due and, if granted, the loan is considered current during the grace period. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. All impaired loans that were not accounted for as a troubled debt restructuring ("TDR") as of June 30, 2018 and December 31, 2017 have been charged off.



	June 30, 2018
(Dollars in thousands)	Rise and Sunny			Elastic			Total
Current loans	$	269,751		$	242,428		$	512,179
Past due loans	48,666			21,238			69,904
Total loans receivable	318,417			263,666			582,083
Net unamortized loan premium	—			2,293			2,293
Less: Allowance for loan losses	(47,181		)	(29,394		)	(76,575		)
Loans receivable, net	$	271,236		$	236,565		$	507,801

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017



	December 31, 2017
(Dollars in thousands)	Rise and Sunny			Elastic			Total
Current loans	$	298,964		$	237,797		$	536,761
Past due loans	52,379			21,076			73,455
Total loans receivable	351,343			258,873			610,216
Net unamortized loan premium	—			2,349			2,349
Less: Allowance for loan losses	(59,076		)	(28,870		)	(87,946		)
Loans receivable, net	$	292,267		$	232,352		$	524,619

Total loans receivable includes approximately $31.5 million and $36.6 million of interest receivable at June 30, 2018 and December 31, 2017 , respectively. The carrying value for Loans receivable, net of the allowance for loan losses approximates the fair value due to the short-term nature of the loans receivable.

The changes in the allowance for loan losses for the three and six months ended June 30, 2018 and 2017 are as follows:



	Three Months Ended June 30, 2018
(Dollars in thousands)	Rise and Sunny			Elastic			Total
Balance beginning of period	$	56,148		$	28,098		$	84,246
Provision for loan losses	58,812			29,786			88,598
Charge-offs	(68,650		)	(31,065		)	(99,715		)
Recoveries of prior charge-offs	5,384			2,575			7,959
Effect of changes in foreign currency rates	(557		)	—			(557		)
Total	51,137			29,394			80,531
Accrual for CSO lender owned loans	(3,956		)	—			(3,956		)
Balance end of period	$	47,181		$	29,394		$	76,575



	Three Months Ended June 30, 2017
(Dollars in thousands)	Rise and Sunny			Elastic			Total
Balance beginning of period	$	53,276		$	20,087		$	73,363
Provision for loan losses	49,134			23,163			72,297
Charge-offs	(59,420		)	(24,301		)	(83,721		)
Recoveries of prior charge-offs	5,752			1,737			7,489
Effect of changes in foreign currency rates	412			—			412
Total	49,154			20,686			69,840
Accrual for CSO lender owned loans	(3,810		)	—			(3,810		)
Balance end of period	$	45,344		$	20,686		$	66,030

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017



	Six Months Ended June 30, 2018
(Dollars in thousands)	Rise and Sunny			Elastic			Total
Balance beginning of period	$	64,919		$	28,870		$	93,789
Provision for loan losses	122,041			58,699			180,740
Charge-offs	(147,194		)	(63,044		)	(210,238		)
Recoveries of prior charge-offs	11,571			4,869			16,440
Effect of changes in foreign currency rates	(200		)	—			(200		)
Total	51,137			29,394			80,531
Accrual for CSO lender owned loans	(3,956		)	—			(3,956		)
Balance end of period	$	47,181		$	29,394		$	76,575



	Six Months Ended June 30, 2017
(Dollars in thousands)	Rise and Sunny			Elastic			Total
Balance beginning of period	$	62,987		$	19,389		$	82,376
Provision for loan losses	109,854			45,236			155,090
Charge-offs	(135,682		)	(47,295		)	(182,977		)
Recoveries of prior charge-offs	11,461			3,356			14,817
Effect of changes in foreign currency rates	534			—			534
Total	49,154			20,686			69,840
Accrual for CSO lender owned loans	(3,810		)	—			(3,810		)
Balance end of period	$	45,344		$	20,686		$	66,030

As of June 30, 2018 and December 31, 2017 , respectively, estimated losses of approximately $4.0 million and $5.8 million for the CSO owned loans receivable guaranteed by the Company of approximately $39.4 million and $45.5 million , respectively, are initially recorded at fair value and are included in Accounts payable and accrued liabilities in the Condensed Consolidated Balance Sheets.

Troubled Debt Restructurings

In certain circumstances, the Company modifies the terms of its finance receivables for borrowers experiencing financial difficulties. Modifications may include principal and interest forgiveness. A modification of finance receivable terms is considered a TDR if the Company grants a concession to a borrower for economic or legal reasons related to the borrower’s financial difficulties that would not otherwise have been considered. Management considers TDRs to include all installment and line of credit loans that were granted principal and interest forgiveness as a part of a loss mitigation strategy for Rise and Elastic that began in October 2017. Once a loan has been classified as a TDR, it is assessed for impairment based on the present value of expected future cash flows discounted at the loan's original effective interest rate considering all available evidence. There were no loans that were modified as TDRs prior to October 2017.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

The following table summarizes the financial effects, excluding impacts related to credit loss allowance and impairment, of TDRs for the three and six months ended June 30, 2018 :



	Three Months Ended June 30, 2018
(Dollars in thousands)	Installment loans and lines of credit
Outstanding recorded investment before TDR	$	2,054
Outstanding recorded investment after TDR	1,696
Total principal and interest forgiveness included in charge-offs within the Allowance for loan losses	$	358



	Six Months Ended June 30, 2018
(Dollars in thousands)	Installment loans and lines of credit
Outstanding recorded investment before TDR	$	5,098
Outstanding recorded investment after TDR	3,792
Total principal and interest forgiveness included in charge-offs within the Allowance for loan losses	$	1,306

A loan that has been classified as a TDR remains classified as a TDR until it is liquidated through payoff or charge-off. The table below presents the Company's average outstanding recorded investment and interest income recognized on TDR loans for the three and six months ended June 30, 2018 :



	Three Months Ended June 30, 2018
(Dollars in thousands)	Installment loans and lines of credit
Average outstanding recorded investment(1)	$	3,317
Interest income recognized	$	1,162
1. Simple average based on the number of days between the modification date and the earlier of the liquidation date or June 30, 2018.



	Six Months Ended June 30, 2018
(Dollars in thousands)	Installment loans and lines of credit
Average outstanding recorded investment(1)	$	3,988
Interest income recognized	$	2,814
1. Simple average based on the number of days between the modification date and the earlier of the liquidation date or June 30, 2018.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

The table below presents the Company's loans modified as TDRs as of June 30, 2018 and December 31, 2017:



	Installment loans and lines of credit
(Dollars in thousands)	June 30, 2018			December 31, 2017
Current outstanding investment	$	1,167		$	2,661
Delinquent outstanding investment	1,703			2,445
Outstanding recorded investment	2,870			5,106
Less: Impairment	(254		)	(459		)
Outstanding recorded investment, net of impairment	$	2,616		$	4,647

A TDR is considered to have defaulted upon charge-off when it is over 60 days past due or earlier if deemed uncollectible. There were approximately $2.7 million and $7.1 million loan restructurings accounted for as TDRs that subsequently defaulted for the three and six months ended June 30, 2018 , respectively. The Company had commitments to lend additional funds of approximately $0.1 million to customers with available and unfunded lines of credit as of June 30, 2018 .

NOTE 4—VARIABLE INTEREST ENTITY

The Company is involved with four entities that are deemed to be a VIE: Elastic SPV, Ltd. and three Credit Services Organization ("CSO") lenders. Under ASC 810-10-15, Variable Interest Entities , a VIE is an entity that: (1) has an insufficient amount of equity investment at risk to permit the entity to finance its activities without additional subordinated financial support by other parties; (2) the equity investors are unable to make significant decisions about the entity’s activities through voting rights or similar rights; or (3) the equity investors do not have the obligation to absorb expected losses or the right to receive residual returns of the entity. The Company is required to consolidate a VIE if it is determined to be the primary beneficiary, that is, the enterprise has both (1) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE. The Company evaluates its relationships with VIEs to determine whether it is the primary beneficiary of a VIE at the time it becomes involved with the entity and it re-evaluates that conclusion each reporting period.

Elastic SPV, Ltd.

On July 1, 2015, the Company entered into several agreements with a third-party lender and Elastic SPV, Ltd. (“ESPV”), an entity formed by third party investors for the purpose of purchasing loan participations from the third-party lender. Per the terms of the agreements, the Company provides customer acquisition services to generate loan applications submitted to the third-party lender. In addition, the Company licenses loan underwriting software and provides services to the third party lender to evaluate the credit quality of those loan applications in accordance with the third-party lender’s credit policies. ESPV accounts for the loan participations acquired in accordance with ASC 860-10-40, Transfers and Services, Derecognition , as the lines of credit acquired meet the criteria of a participation interest.

Once the third-party lender originates the loan, ESPV has the right, but not the obligation, to purchase a 90% interest in each Elastic line of credit. Victory Park Management, LLC (“VPC”) entered into an agreement (the "ESPV Facility") under which it loans ESPV all funds necessary up to a maximum borrowing amount to purchase such participation interests in exchange for a fixed return (see Note 5—Notes Payable—ESPV Facility). The Company entered into a separate credit default protection agreement with ESPV whereby the Company agreed to provide credit protection to the investors in ESPV against Elastic loan losses in return for a credit premium. The Company does not hold a direct ownership interest in ESPV, however, as a result of the credit default protection agreement, ESPV was determined to be a VIE and the Company qualifies as the primary beneficiary.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

The following table summarizes the assets and liabilities of the VIE that are included within the Company’s Condensed Consolidated Balance Sheets at June 30, 2018 and December 31, 2017 :



(Dollars in thousands)	June 30, 2018		December 31, 2017
ASSETS
Cash and cash equivalents	$	19,900	$	14,928
Loans receivable, net of allowance for loan losses of $29,394 and $28,869, respectively	236,565		232,353
Prepaid expenses and other assets ($0 and $50, respectively, eliminates upon consolidation)	113		50
Derivative asset at fair value (cost basis of $361 and $0, respectively)	955		—
Receivable from payment processors	11,895		9,889
Total assets	$	269,428	$	257,220
LIABILITIES AND SHAREHOLDER’S EQUITY
Accounts payable and accrued liabilities ($7,055 and $7,606, respectively, eliminates upon consolidation)	$	15,424	$	13,922
Deferred revenue	5,187		4,363
Reserve deposit liability ($32,400 and $31,200, respectively, eliminates upon consolidation)	32,400		31,200
Notes payable, net	215,823		207,735
Accumulated other comprehensive income	594		—
Total liabilities and shareholder’s equity	$	269,428	$	257,220

CSO Lenders

The three CSO lenders are considered VIE's of the Company; however, the Company does not have any ownership interest in the CSO lenders, does not exercise control over them, and is not the primary beneficiary, and therefore, does not consolidate the CSO lenders’ results with its results.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

NOTE 5—NOTES PAYABLE

The Company has two debt facilities with VPC. The Rise SPV, LLC ("RSPV," a subsidiary of the Company) credit facility (the "VPC Facility") and the ESPV Facility.

VPC Facility

The VPC Facility provides the following term notes:

•

A maximum borrowing amount of $350 million at a base rate (defined as the 3-month LIBOR, with a 1% floor) plus 11% used to fund the Rise loan portfolio (“US Term Note”). The blended interest rate on the outstanding balance at June 30, 2018 and December 31, 2017 was 12.75% and 12.64% , respectively. The Company entered into an interest rate cap on January 11, 2018 to mitigate the floating rate interest risk on the aggregate $240 million outstanding as of June 30, 2018 . See Note 8—Fair Value Measurements.

•

A maximum borrowing amount of $48 million at a base rate (defined as the 3-month LIBOR) plus 14% used to fund the UK Sunny loan portfolio (“UK Term Note”) as of June 30, 2018 . As of December 31, 2017 , the maximum borrowing amount was $48 million bearing interest at a base rate (defined as the 3-month LIBOR) plus 16% . The blended interest rate at June 30, 2018 and December 31, 2017 was 16.32% and 17.64% , respectively.

•

A maximum borrowing amount of $35 million at a base rate (defined as the 3-month LIBOR, with a 1% floor) plus 13% (“4 ^th Tranche Term Note”) as of June 30, 2018 . As of December 31, 2017 , the maximum borrowing amount was $25 million bearing interest at the greater of 18% or a base rate (defined as the 3-month LIBOR, with a 1% floor) plus 17% . The blended interest rate at June 30, 2018 and December 31, 2017 was 15.32% and 18.64% , respectively.


•	A maximum borrowing amount of $0 and $10 million as of June 30, 2018 and December 31, 2017 , respectively. As of December 31, 2017 , the interest rate was the greater of 10% or a base rate (defined as the 3-month LIBOR, with a 1% floor) plus 9% (“Convertible Term Notes”). The blended interest rate at December 31, 2017 was 10.64% .


•	As of January 30, 2018, the balance of the Convertible Term Notes was converted into the 4 ^th Tranche Term Notes.

In August 2018, the maturity date of $75 million outstanding under the US Term Note, which previously had a maturity date of August 13, 2018, was automatically extended to February 1, 2021 per the terms of the agreement. As a result of this extension, all amounts outstanding under the US Term Note, the UK Term Note and the 4th Tranche Term Note have a maturity date of February 1, 2021. The Convertible Term Note had a maturity date of January 30, 2018 but became a part of the 4 ^th Tranche Term Note on that date. There are no principal payments due or scheduled until the respective maturity dates. All assets of the Company are pledged as collateral to secure the VPC Facility. The VPC Facility contains certain financial covenants that require, among other things, maintenance of minimum amounts and ratios of working capital; minimum amounts of tangible net worth; maximum ratio of indebtedness; and maximum ratios of charge-offs. The Company was in compliance with all covenants related to the VPC Facility as of June 30, 2018 and December 31, 2017 .

2017 Convertible Term Notes

The Convertible Term Notes were convertible, at the lender's option, into common stock upon the completion of specific defined liquidity events including certain equity financings, certain mergers and acquisitions or the sale of substantially all of the Company's assets, or during the period from the receipt of notice of the anticipated commencement of a roadshow in connection with the Company's IPO until immediately prior to the effectiveness of the Registration Statement in connection with such IPO. The Convertible Term Notes were convertible into common stock at the market value (or a set discount to market value) of the shares on the date of conversion and since the Convertible Term Notes included a conversion option that continuously reset as the underlying stock price increased or decreased and provided a fixed value of common stock to the lender, it was considered share-settled debt. The Company did not elect and was not required to measure the Convertible Term Notes at fair value; as such, the Company measured the Convertible Term Notes at the accreted value, determined using the effective interest method. The conversion rights were not exercised and the Convertible Term Notes became a part of the 4 ^th Tranche Term Note on January 30, 2018.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

The Convertible Term Notes contained embedded features that were required to be assessed as derivatives. The Company determined that two of the features it assessed were required to be bifurcated and accounted for under derivative accounting as follows: (i) An embedded redemption feature upon conversion into common shares of the Company's stock ("Share-Settlement Feature") that includes a provision for the adjustment to the conversion price to a price less than the transaction-date fair value price per share if the Company is a party to certain qualifying liquidity or equity financing transactions. The incremental undiscounted present value of the embedded redemption feature is $6.25 million . (ii) An embedded redemption feature that requires the Company to pay an amount up to $5 million ("Redemption Premium Feature") upon a cash redemption at maturity or upon a redemption caused by certain events of default.

These two embedded features have been accounted for together as a single compound derivative. The Company estimated the fair value of the compound derivative using a probability-weighted valuation scenario model. The assumptions included in the calculations are highly subjective and subject to interpretation. The fair value of the single compound derivative was recognized as principal draw-downs were made and in proportion to the amount of principal draw-downs to the maximum borrowing amount. The initial fair value of the single compound derivative is recognized and presented as a debt discount and a derivative liability. The debt discount is amortized using the effective interest method from the principal draw-down date(s) through the maturity date. The derivative liability is accounted for in the same manner as a freestanding derivative pursuant to Accounting Standards Codification 815—Derivatives and Hedging ("ASC 815"), with subsequent changes in fair value recorded in earnings each period.

During the period from the receipt of notice from the Company to VPC of the anticipated commencement of the roadshow in connection with its IPO until immediately prior to the effectiveness of the Registration Statement, VPC had the option to convert the Convertible Term Notes, in whole or in part, into that number of shares of the Company's common stock determined by the outstanding principal balance of and accrued, but unpaid, interest on the Convertible Term Notes divided by the product of (a) 0.8 multiplied by (b) the IPO price per share. VPC did not elect to exercise its right to convert; however, VPC purchased 2.3 million shares in the offering at the IPO price, and the Company used the proceeds from that purchase, approximately $14.9 million , to reduce an equivalent amount of indebtedness under the Convertible Term Notes. Accordingly, the Company released $2.0 million of the debt discount associated with this repayment into Net interest expense on the Condensed Consolidated Income Statement.

Additionally, upon the effectiveness of the Registration Statement, VPC's option to convert was terminated, and the Convertible Term Notes were no longer convertible in whole or in part into shares of the Company's common stock. Furthermore, VPC agreed to waive approximately $3 million of the Redemption Premium Feature associated with the $14.9 million of Convertible Term Notes the Company repaid. The remaining fair value of the derivative recognized by the Company at December 31, 2017 relates to the Redemption Premium Feature. See Note 8—Fair Value Measurements for additional information. The debt discount on the Convertible Term Notes was fully amortized and the exit premium under the Convertible Term Notes of $2.0 million was due and paid on January 30, 2018.

ESPV Facility

The ESPV Facility is used to purchase loan participations from a third-party lender and has a $250 million commitment amount. Interest is charged at a base rate (defined as the greater of the 3 month LIBOR rate or 1% per annum) plus 13% for the outstanding balance up to $50 million , plus 12% for the outstanding balance greater than $50 million up to $100 million , plus 13.5% for any amounts greater than $100 million up to $150 million , and plus 12.75% for borrowing amounts greater than $150 million . All of the tiered rates will decrease by 1% effective July 1, 2019. In August 2018, the maturity date of $49 million outstanding under the ESPV Facility, which previously had a maturity date of August 13, 2018, was automatically extended to July 1, 2021 per the terms of the agreement. As a result of this extension, all amounts outstanding under the ESPV Facility have a maturity date of July 1, 2021. The blended interest rate at June 30, 2018 and December 31, 2017 was 14.56% and 14.45% , respectively. The Company entered into an interest rate cap on January 11, 2018 to mitigate the floating rate interest risk on an aggregate $216 million outstanding as of June 30, 2018 . See Note 8—Fair Value Measurements.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

There are no principal payments due or scheduled until the respective maturity dates. All assets of the Company and ESPV are pledged as collateral to secure the ESPV Facility. The ESPV Facility contains financial covenants, including a borrowing base calculation and certain financial ratios. ESPV was in compliance with all covenants related to the ESPV Facility as of June 30, 2018 and December 31, 2017 .

VPC and ESPV Facilities:

The outstanding balances of Notes payable, net of debt issuance costs, are as follows:



(Dollars in thousands)	June 30, 2018			December 31, 2017
US Term Note bearing interest at 3-month LIBOR +11%	$	240,000		$	240,000
UK Term Note bearing interest at 3-month LIBOR + 14% (2018) + 16% (2017)	34,955			31,210
4th Tranche Term Note bearing interest at 3-month LIBOR + 13% (2018) + 17% (2017)	35,050			25,000
Convertible Term Notes bearing interest at 3-month LIBOR + 9%	—			10,050
ESPV Term Note bearing interest at 3-month LIBOR + 12-13.5%	216,000			208,000
Debt discount and issuance costs	(661		)	(965		)
Total	$	525,344		$	513,295

The Company has evaluated the interest rates for its debt and believes they represent market rates based on the Company’s size, industry, operations and recent amendments. As a result, the carrying value for the debt approximates the fair value.

Future debt maturities as of June 30, 2018 are as follows:



Year (dollars in thousands)	June 30, 2018
Remainder of 2018	$	—
2019	—
2020	—
2021	526,005
2022	—
Total	$	526,005

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

NOTE 6—GOODWILL AND INTANGIBLE ASSETS

The carrying value of goodwill at June 30, 2018 and December 31, 2017 was approximately $16 million . There were no changes to goodwill during the three and six months ended June 30, 2018 . Goodwill represents the excess purchase price over the estimated fair market value of the net assets acquired by the predecessor parent company, Think Finance, Inc. ("Think Finance") related to the Elastic and UK reporting units. Of the total goodwill balance, approximately $0.5 million is deductible for tax purposes.

The carrying value of acquired intangible assets as of June 30, 2018 is presented in the table below:



(Dollars in thousands)	Cost		Accumulated Amortization			Net
Assets subject to amortization:
Acquired technology	$	946	$	(946	)	$	—
Non-compete	3,404		(2,084		)	1,320
Customers	126		(126		)	—
Assets not subject to amortization:
Domain names	680		—			680
Total	$	5,156	$	(3,156	)	$	2,000

The carrying value of acquired intangible assets as of December 31, 2017 is presented in the table below:



(Dollars in thousands)	Cost		Accumulated Amortization			Net
Assets subject to amortization:
Acquired technology	$	946	$	(946	)	$	—
Non-compete	3,404		(1,961		)	1,443
Customers	126		(126		)	—
Assets not subject to amortization:
Domain names	680		—			680
Total	$	5,156	$	(3,033	)	$	2,123

In May 2018, a party to a non-compete agreement terminated employment with the Company. The terms of the non-compete agreement expire one year after termination. The Company determined that the useful life of the non-compete agreement should coincide with its expiration, and will therefore amortize the remaining carrying value on a straight line basis through May 2019. As of June 30, 2018, the non-compete agreement has a carrying value of $418 thousand .

Total amortization expense recognized for the three months ended June 30, 2018 and 2017 was approximately $78 thousand and $46 thousand , respectively. Total amortization expense recognized for the six months ended June 30, 2018 and 2017 was approximately $123 thousand and $91 thousand , respectively. The weighted average remaining amortization period for the intangible assets was 5.4 years at June 30, 2018 .

Estimated amortization expense relating to intangible assets subject to amortization for each of the five succeeding fiscal years is as follows:



Year (dollars in thousands)	Amount
2019	$	310
2020	120
2021	120
2022	120
2023	120

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

NOTE 7—SHARE-BASED COMPENSATION

Share-based compensation expense recognized for the three months ended June 30, 2018 and 2017 totaled approximately $2.0 million and $2.1 million , respectively. Share-based compensation expense recognized for the six months ended June 30, 2018 and 2017 totaled approximately $3.6 million and $2.8 million , respectively.

2016 Omnibus Incentive Plan

The 2016 Omnibus Incentive Plan ("2016 Plan") was adopted by the Company’s Board of Directors on January 5, 2016 and approved by the Company’s stockholders thereafter. The 2016 Plan became effective on June 23, 2016. The 2016 Plan provides for the grant of incentive stock options to the Company’s employees, and for the grant of non-qualified stock options, stock appreciation rights, restricted stock, RSUs, dividend equivalent rights, cash-based awards (including annual cash incentives and long-term cash incentives), and any combination thereof to the Company’s employees, directors and consultants. In connection with the 2016 Plan, the Company has reserved but not issued 6,550,577 shares of common stock, which includes shares that would otherwise return to the 2014 Equity Incentive Plan (the "2014 Plan") as a result of forfeiture, termination, or expiration of awards previously granted under the 2014 Plan and outstanding when the 2016 Plan became effective.

The 2016 Plan will automatically terminate 10 years following the date it became effective, unless the Company terminates it sooner. In addition, the Company’s Board of Directors has the authority to amend, suspend or terminate the 2016 Plan provided such action does not impair the rights under any outstanding award.

As of June 30, 2018, the total number of shares available for future grants under the 2016 Plan was 841,812 shares.

The Company has in the past and may in the future make grants of share-based compensation as inducement awards to new employees who are outside the 2016 Plan. The Company's board may rely on the employment inducement exception under NYSE Rule 303A.08 in order to approve the grants.

2014 Equity Incentive Plan

The Company adopted the 2014 Plan on May 1, 2014. The 2014 Plan permitted the grant of incentive stock options, nonstatutory stock options, and restricted stock. On April 27, 2017, the Company's Board of Directors terminated the 2014 Plan as to future awards and confirmed that underlying shares corresponding to awards under the 2014 Plan that were outstanding at the time the 2016 Plan became effective, that are forfeited, terminated or expired, will become available for issuance under the 2016 Plan.

For the six months ended June 30, 2018 , the Company had the following activity related to outstanding share-based awards:

Stock Options

Stock options are awarded to encourage ownership of the Company's common stock by employees and to provide increased incentive for employees to render services and to exert maximum effort for the success of the Company. The Company's stock options generally permit net-share settlement upon exercise. The option exercise price, vesting schedule and exercise period are determined for each grant by the administrator of the applicable plan. The Company's stock options generally have a 10 -year contractual term and vest over a 4 -year period.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

A summary of stock option activity as of and for the six months ended June 30, 2018 is presented below:



Stock Options	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Outstanding at December 31, 2017	2,528,925		$	4.48
Granted	68,640		5.84
Exercised	(259,196	)	3.74
Forfeited	(9,548	)	6.54
Outstanding at June 30, 2018	2,328,821		4.59		5.25
Options exercisable at June 30, 2018	2,163,135		$	4.45	5.03

On March 9, 2018, the Company began offering a Save as You Earn Plan ("SAYE") to eligible UK employees. The Company granted 68,640 SAYE options under the 2016 Plan for the six months ended June 30, 2018 .

At June 30, 2018 , there was approximately $0.4 million of unrecognized compensation cost related to non-vested stock options which is expected to be recognized over a weighted average period of 1.9 years. The total intrinsic value of options exercised for the six months ended June 30, 2018 was $1.1 million .

Restricted Stock Units

RSUs are awarded to serve as a key retention tool for the Company to retain its executives and key employees. RSUs will transfer value to the holder even if the Company’s stock price falls below the price on the date of grant, provided that the recipient provides the requisite service during the period required for the award to “vest.”

The weighted-average grant-date fair value for RSUs granted under the 2016 Plan during the six months ended June 30, 2018 was $8.37 . These RSUs primarily vest 25% on the first anniversary of the effective date, and 25% each year thereafter, until full vesting on the fourth anniversary of the effective date.

A summary of RSU activity as of and for the six months ended June 30, 2018 is presented below:



RSUs	Shares		Weighted Average Grant-Date Fair Value		Weighted Average Remaining Contractual Life (in years)
Nonvested at December 31, 2017	2,784,524		$	7.55
Granted	1,506,516		8.33
Vested	(629,147	)	7.49
Forfeited	(214,748	)	7.60
Nonvested at June 30, 2018	3,447,145		7.90		9.28
Expected to vest at June 30, 2018	2,628,543		$	7.89	9.24

Included in the above grants, the Company entered into an RSU Agreement with a certain employee in January 2018 whereby 67,204 RSUs at a weighted average grant date fair value of $7.44 were authorized and granted as an inducement award outside the 2016 Plan. This award has a contractual term of 10 years and vests 25% on the first anniversary of the effective date, and 25% each year thereafter, until full vesting on the fourth anniversary of the effective date.

At June 30, 2018 , there was approximately $18.9 million of unrecognized compensation cost related to non-vested RSUs which is expected to be recognized over a weighted average period of 3.1 years. During the six months ended June 30, 2018 , the total vest-date fair value of RSUs was approximately $5.3 million . As of June 30, 2018 , the aggregate intrinsic value of the vested and expected to vest RSUs was approximately $22.2 million .

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

Employee Stock Purchase Plan

The Company offers an Employee Stock Purchase Plan ("ESPP") to eligible US employees. There are currently 946,655 shares authorized and 804,750 reserved for the ESPP. There have been 61,996 shares purchased under the ESPP for the six months ended June 30, 2018 . Within share-based compensation expense for the three and six months ended June 30, 2018 , $134 thousand and $268 thousand , respectively, relates to the ESPP. There was no ESPP expense in each of the three and six months ended June 30, 2017.

NOTE 8—FAIR VALUE MEASUREMENTS

The accounting guidance on fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

The Company groups its assets and liabilities measured at fair value in three levels of the fair value hierarchy, based on the fair value measurement technique, as described below:

Level 1—Valuation is based upon quoted prices (unadjusted) for identical assets and liabilities in active exchange markets that the Company has the ability to access at the measurement date.

Level 2—Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques with significant assumptions and inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

Level 3—Valuation is derived from model-based techniques that use inputs and significant assumptions that are supported by little or no observable market data. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of pricing models, discounted cash flow models and similar techniques.

The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company discloses the fair value measurement at the beginning of the reporting period during which the transfer occurred. For the six month periods ended June 30, 2018 and 2017 , there were no significant transfers between levels.

The level of fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is most significant to the fair value measurement in its entirety. In the determination of the classification of assets and liabilities in Level 2 or Level 3 of the fair value hierarchy, the Company considers all available information, including observable market data, indications of market conditions, and its understanding of the valuation techniques and significant inputs used. Based upon the specific facts and circumstances, judgments are made regarding the significance of the Level 3 inputs to the fair value measurements of the respective assets and liabilities in their entirety. If the valuation techniques that are most significant to the fair value measurements are principally derived from assumptions and inputs that are corroborated by little or no observable market data, the asset or liability is classified as Level 3.

Financial Assets and Liabilities Not Measured at Fair Value

The Company has evaluated Loans receivable, net of allowance for loan losses, Receivable from CSO lenders, Receivable from payment processors and Accounts payable and accrued expenses, and believes the carrying value approximates the fair value due to the short-term nature of these balances. The Company has also evaluated the interest rates for Notes payable, net and believes they represent market rates based on the Company’s size, industry, operations and recent amendments. As a result, the carrying value for Notes payable, net approximates the fair value. The Company classifies its fair value measurement techniques for the fair value disclosures associated with Loans receivable, net of allowance for loan losses, Receivable from CSO lenders, Receivable from payment processors, Accounts payable and accrued liabilities and Notes payable, net as Level 3 in accordance with ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”).

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

Fair Value Measurements on a Recurring Basis

As previously discussed, the Company's Convertible Term Notes had embedded features that were required to be assessed as derivatives. This liability was considered to be Level 3 in accordance with ASC 820-10 and was measured at fair value on a recurring basis. See Note 5—Notes Payable for additional information.

On January 11, 2018, the Company entered into two interest rate cap transactions with a counterparty to mitigate the floating rate interest risk on a portion of the debt under the VPC Facility and the ESPV Facility. On January 16, 2018, the Company paid fixed premiums of $719 thousand and $648 thousand for the interest rate caps on the US Term Note (under the VPC Facility) and the ESPV Facility, respectively. The interest rate caps qualify for hedge accounting as cash flow hedges. Gains and losses on the interest rate caps are recognized in Accumulated other comprehensive income in the period incurred and are subsequently reclassified to Interest expense when the hedged expenses are recorded. The interest rate caps have a maturity date of February 1, 2019, therefore the Company expects all of the gains to be recognized in Interest expense in the next twelve months.

The Company uses model-derived valuations that discount the future expected cash receipts that would occur if variable interest rates rise above the strike price of the caps. The variable interest rates used in the calculation of projected receipts on the caps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities in active markets (Level 2). The following tables summarize these interest rate caps as of and for the three and six months ended June 30, 2018 (dollars in thousands):



Contract date	Maturity date	Hedged interest rate payments' related note payable	Strike rate		Notional amount		Fair value
January 11, 2018	February 1, 2019	US Term Note	1.75	%	$	240,000	$	1,061
January 11, 2018	February 1, 2019	ESPV Facility	1.75	%	216,000		955
					$	456,000	$	2,016



Gains (losses) recognized in Accumulated other comprehensive income	Three months ended June 30, 2018			Six months ended June 30, 2018
US Term Note interest rate cap	$	(41	)	$	661
ESPV Facility interest rate cap	(38		)	594
	$	(79	)	$	1,255

Gains recognized in Interest expense	Three months ended June 30, 2018			Six months ended June 30, 2018
US Term Note interest rate cap	$	298		$	408
ESPV Facility interest rate cap	269			368
	$	567		$	776

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

The Company has no derivative amounts subject to enforceable master netting arrangements that are offset on the Condensed Consolidated Balance Sheets. The Derivative liability related to the Convertible Term Notes is measured at fair value on a recurring basis. The changes in the Derivative liability for the three and six months ended June 30, 2018 and 2017 are shown in the following table:



(Dollars in thousands)	Embedded Derivative Liability in Convertible Term Notes
Balance, December 31, 2016	$	1,750
Additional derivative recognized upon $15.0 million draw on the underlying Convertible Term Note	2,517
Fair value adjustment (Non-Operating expense in the Condensed Consolidated Income Statements)	133
Balance, March 31, 2017	$	4,400
Reduction of derivative due to $14.9 million repayment of the underlying Convertible Term Note (Non-Operating expense in the Condensed Consolidated Income Statements)	(2,746		)
Fair value adjustment (Non-Operating expense in the Condensed Consolidated Income Statements)	100
Balance, June 30, 2017	$	1,754

Balance, December 31, 2017	$	1,972
Settlement of derivative due to conversion of the underlying Convertible Term Note to 4 ^th Tranche Term Note	(2,010		)
Fair value adjustment (Non-Operating expense in the Condensed Consolidated Income Statements)	38
Balance, March 31, 2018	$	—
Balance, June 30, 2018	$	—

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

The Company’s derivative liability associated with its Convertible Term Notes is measured at fair value using a probability-weighted valuation scenario model based on the likelihood of the Company successfully completing an IPO or other qualified financing. The inputs and assumptions included in the calculations are highly subjective and subject to interpretation and include inputs and assumptions including estimates of redemption and conversion behaviors. Significant unobservable estimates of redemption and conversion behaviors prior to the IPO included (i) the 75% cumulative probability for the Company’s successful achievement of an IPO or other qualified financing prior to January 31, 2018 and (ii) the 90% probability that the Convertible Term Notes will be required to be redeemed at their maturation on January 31, 2018 (i.e., the holder will opt-out of converting the Convertible Term Notes into shares of the Company's common stock). The floating rate is based on the three-month LIBOR rate. The risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues over the expected life of the Convertible Term Notes. The expected life is impacted by all of the underlying assumptions and calibration of the Company’s model. Significant increases or decreases in inputs could result in significantly lower or higher fair value measurements. The ranges of significant inputs and assumptions used in measuring the fair value of the embedded derivative liability in the Convertible Term Notes as of December 31, 2017 are as follows:



	December 31, 2017
Expected life (months)	1
Conversion discount percentage	N/A
Floating rate	10.69% - 10.77%
Risk-free rate	1.58	%
Market yield	23.81	%
Non-marketability discount	N/A
Non-marketability discount volatility	N/A

NOTE 9—INCOME TAXES

Income tax expense for the three and six months ended June 30, 2018 and 2017 consists of the following:



	Three Months Ended June 30,						Six Months Ended June 30, 2018
(Dollars in thousands)	2018			2017			2018			2017
Current income tax expense (benefit):
Federal	$	—		$	12		$	(5	)	$	155
State	(42		)	181			33			416
Foreign	(290		)	—			115			—
Total current income tax expense	(332		)	193			143			571

Deferred income tax expense (benefit):
Federal	885			(711		)	4,747			565
State	155			(98		)	904			75
Stock options	(250		)	—			(254		)	(690		)
Deductible IPO costs	—			(804		)	—			(804		)
R&D credits	(364		)	—			(795		)	—
Total deferred income tax expense (benefit)	426			(1,613		)	4,602			(854		)

Total income tax expense (benefit)	$	94		$	(1,420	)	$	4,745		$	(283	)

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act", or "Tax Reform") was enacted into law. The Act contains several changes to the US federal tax law including a reduction to the US federal corporate tax rate from 35% to 21%, an acceleration of the expensing of certain business assets, a reduction to the amount of executive pay that could qualify as a tax deduction, the addition of a repatriation tax on any accumulated offshore earnings and profit and a new minimum tax on certain non-US earnings, irrespective of the territorial system of taxation. In addition, it generally allows for the repatriation of future earnings of foreign subsidiaries without incurring additional US taxes by transitioning to a territorial system of taxation (Global Intangible Low-Taxed Income or “GILTI”). The Act is unclear in many respects and could be subject to potential amendments and technical correction, as well as interpretations and implementing regulations by the Treasury Department and Internal Revenue Service (the “IRS”), any of which could affect the estimates included in these financial statements. In addition, it is unclear how these US federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities. The Company will continue to evaluate if any adjustment is required, and if any adjustment is required, it will be reflected as an additional expense or benefit in the 2018 financial statements, as allowed by SEC Staff Accounting Bulletin No. 118 ("SAB 118").

On December 22, 2017, the SEC issued SAB 118, which provides guidance on accounting for tax effects of the Tax Reform. SAB 118 provides a measurement period of up to one year from the enactment date to complete the accounting. The Company has completed its accounting of the impact of the reduction in the corporate tax rate and the remeasurement of certain deferred tax assets and liabilities based on the rate at which they are expected to reverse in the future, which is generally 21%. The ultimate impact may differ from the amounts recorded, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made and additional regulatory guidance that may be issued. Any adjustments made to provisional amounts under SAB 118 will be recorded as discrete adjustments in the period identified, not to extend beyond the one-year measurement period provided in SAB 118. During the three and six months ended June 30, 2018 , the Company recorded benefits of $295 thousand and $50 thousand , respectively, to its provisional amounts related to Tax Reform, which had no material impact to the consolidated and the US effective tax rates for the six months ended June 30, 2018 .

The Company also continues to evaluate the impact of the GILTI provisions under the Tax Reform, which are complex and subject to continuing regulatory interpretation by the IRS. The Company is required to make an accounting policy election of either (1) treating taxes due on future US inclusions in taxable income related to GILTI as a current period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). The Company’s accounting policy election with respect to the new GILTI tax rules will depend, in part, on analyzing its consolidated income to determine whether it can reasonably estimate the tax impact. In addition, the Company is awaiting further interpretive guidance in connection with the computation of the GILTI tax. While the Company has included an estimate of GILTI in its estimated effective tax rate for 2018, it has not completed its analysis and is not yet able to determine which method to elect. Adjustments related to the amount of GILTI tax recorded in its consolidated financial statements may be required based on the outcome of this election.

The Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company would make a cumulative adjustment in that quarter.

The Company’s consolidated effective tax rates for the six months ended June 30, 2018 and 2017 , including discrete items, were 27% and negative 6% , respectively, while the US effective tax rates were 22% and negative 12% , respectively. For the six months ended June 30, 2018 and 2017 , the Company’s effective tax rate differed from the standard corporate federal income tax rate of 21% and 35% for the US, respectively, and 19% for the UK primarily due to its permanent non-deductible items. In addition, the US effective tax rate is impacted by the Company's corporate state tax obligations in the states where it has lending activities. The Company's US cash effective tax rate was approximately 1% .

For purposes of evaluating the need for a deferred tax valuation allowance, significant weight is given to evidence that can be objectively verified. The following provides an overview of the assessment that was performed for both the domestic and foreign deferred tax assets, net.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

US deferred tax assets, net

At June 30, 2018 and December 31, 2017 , the Company did not establish a valuation allowance for its US deferred tax assets (“DTA”) based on management’s expectation of generating sufficient taxable income in a look forward period over the next three to five years. The unutilized net operating loss ("NOL") carryforward from US operations at June 30, 2018 and December 31, 2017 was approximately $42.5 million and $42.9 million , respectively. The NOLs were generated prior to January 1, 2018 and can be carried forward until 2034. The ultimate realization of the resulting deferred tax asset is dependent upon generating sufficient taxable income. The Company considered the following positive and negative factors when making their assessment regarding the ultimate realizability of the deferred tax assets.

Significant positive factors included the following:

•

In 2017, the Company continued to grow its operating income (from $48 million in 2016 to $71 million in 2017). The US-only pre-tax loss decreased from $10.4 million in 2016 to $4.5 million in 2017, a 57% improvement from prior year. The US only pre-tax loss is attributed to slower loan growth for Rise early in the year, due to a delay in the tax refund season, coupled with slower loan growth for Elastic, in September and October, due to the impact of the hurricanes in Texas and Florida.

•

In 2018, the Company is forecasting US taxable income as it continues to grow its business and generate even greater operating income. The continued growth of the loan portfolio within the credit quality and marketing cost targets will drive improved gross margins for the Company. The Company's operating expenses are within targeted efficiency ratios and are expected to hold flat. The Company used the IPO proceeds to pay down its debt balances, as well as re-negotiated its debt facilities to lower interest rates, which will drive improved profitability from lower interest costs in future years. Various forecast scenarios have been performed with the results reflecting usage of approximately 35% of the US NOL in 2018 and the balance during 2019. The Company's operating income for the six months ended June 30, 2018 was $56.3 million , a 52% improvement over the prior year period.

•

Management’s success in developing accurate forecasts and management’s track record of launching new and successful products is another source of positive evidence which was evaluated. The Company believes that the unique circumstance of the 2014 spin-off from a company that was successful prior to the spin-off provides it with several positive objectively verifiable factors that would not normally be available to a new company with a limited operating history.

Significant negative factor included:

•

The Company had cumulative losses and a lack of taxable income from the 2014 spin-off through 2017. A net taxable loss was incurred for the years ended December 31, 2017, 2016 and 2015 due to the establishment of an infrastructure for the Company separate from Think Finance while the Company was scaling the growth of the relatively new products of Rise and Elastic. Additionally, the Company originally forecasted US taxable income for the year ended December 31, 2017. The slower loan growth than expected in Rise and Elastic as well as the impact of the adoption of ASU 2016-09 and the 2017 deductible IPO transaction costs were significant contributors to the net taxable loss for the year ended December 31, 2017 as compared to the expected results for 2017.

The Company has given due consideration to all the factors and believes the positive evidence outweighs the negative evidence and has concluded that the US deferred tax asset is expected to be realized based on management’s expectation of generating sufficient taxable income over the next three to five years. Although realization is not assured, management believes it is more likely than not that all of the recorded deferred tax assets will be realized. The amount of the deferred tax assets considered realizable, however, could be adjusted in the future if estimates of future taxable income change.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

UK deferred tax assets, net

At June 30, 2018 and December 31, 2017 , the Company recognized a full valuation allowance for its foreign deferred tax assets due to the lack of sufficient objective evidence regarding the realization of these assets in the foreseeable future. The Company assesses the UK deferred tax assets on an annual basis, and, as a result, there have been no changes as of June 30, 2018 . Regardless of the deferred tax valuation allowance recognized at June 30, 2018 and December 31, 2017 , the Company continues to retain NOL carryforwards for foreign income tax purposes of approximately $59.4 million , available to offset future foreign taxable income. To the extent that the Company generates taxable income in the future to utilize the tax benefits of the related deferred tax assets, subject to certain potential limitations, it may be able to reduce its effective tax rate by reducing the valuation allowance. The Company’s foreign NOL carryforward of approximately $59.4 million at June 30, 2018 and December 31, 2017 can be carried forward indefinitely.

NOTE 10—COMMITMENTS, CONTINGENCIES AND GUARANTEES

Contingencies

Currently and from time to time, the Company may become a defendant in various legal and regulatory actions. While the Company cannot determine the ultimate outcome of these actions, it believes their resolution will not have a material adverse effect on the Company's financial condition, results of operations or liquidity.

The Company is cooperating with the Consumer Financial Protection Bureau (the “CFPB”) related to a civil investigative

demand (“CID”) received by Think Finance requesting information about the operations of Think Finance prior to the spin-off.

In November 2017, the CFPB sued Think Finance in Montana District Court. Elevate is not a party to this lawsuit.

Commitments

The Elastic product, which offers lines of credit to consumers, had approximately $239.3 million and $198.9 million in available and unfunded credit lines at June 30, 2018 and December 31, 2017 , respectively. In May 2017, the Rise product began offering lines of credit to consumers in certain states and had approximately $4.4 million and $3.5 million at June 30, 2018 and December 31, 2017 , respectively, in available and unfunded credit lines. While these amounts represented the total available unused credit lines, the Company has not experienced and does not anticipate that all line of credit customers will access their entire available credit lines at any given point in time. The Company has not recorded a loan loss reserve for unfunded credit lines as the Company has the ability to cancel commitments within a relatively short timeframe.

Effective June 2017, the Company entered into a seven year lease agreement for office space in California. Upon the commencement of the lease, the Company was required to provide the lessor with an irrevocable and unconditional $500 thousand letter of credit. Provided the Company is not in default of any terms of the lease agreement, the outstanding required balance of the letter of credit will be reduced by $100 thousand per year beginning on the second anniversary of the lease commencement and ending on the fifth anniversary of the lease agreement. The minimum balance of the letter of credit will be at least $100 thousand throughout the duration of the lease. At both June 30, 2018 and December 31, 2017 , the Company had $500 thousand of cash balances securing the letter of credit which is included in Restricted cash within the Condensed Consolidated Balance Sheets.

Guarantees

In connection with its CSO programs, the Company guarantees consumer loan payment obligations to CSO lenders and is required to purchase any defaulted loans it has guaranteed. The guarantee represents an obligation to purchase specific loans that go into default.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

Indemnification

In the ordinary course of business, the Company may indemnify customers, vendors, lessors, investors, and other parties for certain matters subject to various terms and scopes. For example, the Company's may indemnify certain parties for losses due to the Company's breach of certain agreements or due to certain services it provides. The Company has not incurred material costs to settle claims related to such indemnification provisions as of June 30, 2018 and December 31, 2017 . The fair value of these liabilities is immaterial; accordingly, there are no liabilities recorded for these agreements as of June 30, 2018 and December 31, 2017 .

NOTE 11—OPERATING SEGMENT INFORMATION

The Company determines operating segments based on how its chief operating decision-maker manages the business, including making operating decisions, deciding how to allocate resources and evaluating operating performance. The Company's chief operating decision-maker is its Chief Executive Officer, who reviews its consolidated operating results on a monthly basis.

The Company has one reportable segment, which provides online credit products for non-prime consumers, which is composed of the Company’s operations in the US and the UK. The Company has aggregated all components of its business into a single reportable segment based on the similarities of the economic characteristics, the nature of the products and services, the distribution methods, the type of customers, and the nature of the regulatory environments.

Information related to each reportable segment is outlined below. Segment revenue is used to measure performance because management believes that this information is the most relevant in evaluating the results of the respective segments relative to other entities that operate in the same industry.

The following tables summarize the allocation of net revenues and long-lived assets based on geography:



	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2018		2017		2018		2017
Revenues
United States	$	154,909	$	125,566	$	318,215	$	257,086
United Kingdom	29,468		24,905		59,699		49,752
Total	$	184,377	$	150,471	$	377,914	$	306,838

	June 30, 2018		December 31, 2017
Long-lived assets
United States	$	34,279	$	29,317
United Kingdom	15,163		13,082
Total	$	49,442	$	42,399

NOTE 12—RELATED PARTIES

The Company has entered into sublease agreements with Think Finance for office space that expire beginning in 2018 through 2019. Total rent and utility payments made to Think Finance for office space were approximately $297 thousand and $214 thousand for the three months ended June 30, 2018 and 2017 , respectively, and approximately $585 thousand and $459 thousand for the six months ended June 30, 2018 and 2017 , respectively. Rent and utility expense is included in Occupancy and equipment within the Condensed Consolidated Income Statements. There were no expenses for equipment for each of the three months ended June 30, 2018 and 2017 , and approximately $0 thousand and $42 thousand for the six months ended June 30, 2018 and 2017 , respectively. Equipment payments were included as a reduction of the capital lease liability included in Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets and as interest expense included in Net interest expense within the Condensed Consolidated Income Statements.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2018 and 2017

At June 30, 2018 and December 31, 2017 , the Company had approximately $0 thousand and $95 thousand , respectively, due to Think Finance related to reimbursable costs, which is included in Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets.

Expenses related to our board of directors, including board fees, travel reimbursements, share-based compensation, and a consulting arrangement with a related party for the three and six months ended June 30, 2018 and 2017 are included in Professional services within the Condensed Consolidated Income Statements and were as follows:



	Three Months Ended June 30,
(Dollars in thousands)	2018		2017
Fees and travel expenses	$	142	$	120
Stock compensation	296		235
Consulting	75		75
Total board related expenses	$	513	$	430



	Six Months Ended June 30,
(Dollars in thousands)	2018		2017
Fees and travel expenses	$	284	$	246
Stock compensation	510		328
Consulting	150		150
Total board related expenses	$	944	$	724

In addition to amounts due to Think Finance as disclosed above, at June 30, 2018 and December 31, 2017 , the Company had approximately $126 thousand and $65 thousand , respectively, due to related parties, which is included in Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets.

NOTE 13—SUBSEQUENT EVENTS

The Company evaluated subsequent events as of the date these financial statements are made available and determined there has been no material subsequent events that required recognition or additional disclosure in these condensed consolidated financial statements, except as follows:

The Company made draws on the VPC Facility of $4.7 million and on the ESPV Facility of $10.0 million subsequent to June 30, 2018.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Note About Forward-Looking Statements" section of this Quarterly Report on Form 10-Q for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. We generally refer to loans, customers and other information and data associated with each of Rise, Elastic and Sunny as Elevate’s loans, customers, information and data, irrespective of whether Elevate directly originates the credit to the customer or whether such credit is originated by a third party.

OVERVIEW

We provide online credit solutions to consumers in the US and the UK who are not well-served by traditional bank products and who are looking for better options than payday loans, title loans, pawn and storefront installment loans. Non-prime consumers now represent a larger market than prime consumers but are risky to underwrite and serve with traditional approaches. We’re succeeding at it - and doing it responsibly - with best-in-class advanced technology and proprietary risk analytics honed by serving more than 2.0 million customers with $5.9 billion in credit. Our current online credit products, Rise, Elastic and Sunny, reflect our mission to provide customers with access to competitively priced credit and services while helping them build a brighter financial future with credit building and financial wellness features. We call this mission "Good Today, Better Tomorrow."

We earn revenues on the Rise and Sunny installment loans and on the Rise and Elastic lines of credit. For all three products, our revenues, which primarily consist of finance charges, are driven by our average loan balances outstanding and by the average annual percentage rate (“APR”) associated with those outstanding loan balances. We calculate our average loan balances by taking a simple daily average of the ending loan balances outstanding for each period. We present certain key metrics and other information on a “combined” basis to reflect information related to loans originated by us and loans originated by Republic Bank, as well as loans originated by third-party lenders pursuant to CSO programs, which loans originated through CSO programs are not recorded on our balance sheet in accordance with US GAAP. See “—Key Financial and Operating Metrics” and “—Non-GAAP Financial Measures.”

We have experienced rapid growth since launching our current generation of product offerings in 2013. Since their introduction, through June 30, 2018 , Rise, Elastic and Sunny, together, have provided approximately $4.4 billion in credit to more than 1.2 million customers and generated strong growth in revenues and loans outstanding. Our revenues for the year ended December 31, 2017 grew 16% compared to revenues for 2016 and revenues for the six months ended June 30, 2018 grew 23% compared to the six months ended June 30, 2017 . Our combined loan principal balances grew 23% from $481.1 million as of June 30, 2017 to $589.5 million as of June 30, 2018 . For additional information about our combined loan balances please see “—Non-GAAP Financial Measures—Combined loan information.”

We use our working capital, funds provided by third-party lenders pursuant to CSO programs and our credit facility with Victory Park Management, LLC ("VPC”) to fund the loans we make to our customers. Prior to January 2014, we funded all of our loans to customers out of our existing cash flows. On January 30, 2014, we entered into an agreement with VPC to provide a credit facility (“VPC Facility”) in order to fund our Rise and Sunny products and provide working capital. Since originally entering into the VPC Facility, it has been amended several times to increase the maximum total borrowing amount available from the original amount of $250 million to $433 million at June 30, 2018 . See “—Liquidity and Capital Resources—Debt facilities.”

The Elastic line of credit product is originated by a third-party lender, Republic Bank, which initially provides all of the funding for that product. Republic Bank retains 10% of the balances of all loans originated and sells a 90% loan participation in the Elastic lines of credit. We purchased these loan participations ourselves through June 30, 2015 and thus earned 90% of the revenues and incurred 90% of the losses associated with the Elastic product through that date. Due to the significant growth in Elastic, commencing July 1, 2015, a new structure was implemented such that the loan participations are sold by Republic Bank to Elastic SPV, Ltd. (“Elastic SPV”) and Elastic SPV receives its funding from VPC in a separate financing facility (the “ESPV Facility”), which was finalized on July 13, 2015. We do not own Elastic SPV but we have a credit default protection agreement with Elastic SPV whereby we provide credit protection to the investors in Elastic SPV against Elastic loan losses in return for a credit premium. Per the terms of this agreement, under US GAAP, the Company is the primary beneficiary of Elastic SPV and is required to consolidate the financial results of Elastic SPV as a variable interest entity in its consolidated financial results.

The ESPV Facility has also been amended several times and the original commitment amount of $50 million has grown to $250 million as of June 30, 2018 . See “—Liquidity and Capital Resources—Debt facilities.”

Our management assesses our financial performance and future strategic goals through key metrics based primarily on the following three themes:

•

Revenue growth . Revenues increased by $33.9 million, or 23% , from $150.5 million for the three months ended June 30, 2017 to $184.4 million for the three months ended June 30, 2018 . For the six months ended June 30, 2018 , our total revenues increased 23% as compared to the same prior year period, increasing from $306.8 million to $377.9 million . Key metrics related to revenue growth that we monitor by product include the ending and average combined loan balances outstanding, the effective APR of our product loan portfolios, the total dollar value of loans originated, the number of new customer loans made, the ending number of customer loans outstanding and the related customer acquisition costs (“CAC”) associated with each new customer loan made. We include CAC as a key metric when analyzing revenue growth (rather than as a key metric within margin expansion) as we do not intend to lower our CAC over future periods. Instead, as we improve customer acquisition efficiency, we intend to increase spending on direct marketing to acquire a broader customer base to drive further revenue growth.

•

Stable credit quality . Since the time they were managing our legacy US products, our management team has maintained stable credit quality across the loan portfolio they were managing. Additionally, in the periods covered in this Management's Discussion and Analysis of Financial Condition and Results of Operations, we have continued to maintain stable credit quality. The credit quality metrics we monitor include net charge-offs as a percentage of revenues, the combined loan loss reserve as a percentage of outstanding combined loans, total provision for loan losses as a percentage of revenues and the percentage of past due combined loans receivable – principal.

•

Margin expansion . We expect that our operating margins will continue to expand over the near term as we lower our direct marketing costs and operating expense as a percentage of revenues while continuing to maintain our stable credit quality levels. Over the next several years, as we continue to scale our loan portfolio, we anticipate that our direct marketing costs primarily associated with new customer acquisitions will decline to approximately 10% of revenues and our operating expenses will decline to approximately 20% of revenues. We aim to manage our business to achieve a long-term operating margin of 20%, and do not expect our operating margin to increase beyond that level, as we intend to pass on any improvements over our targeted margins to our customers in the form of lower APRs. We believe this is a critical component of our responsible lending platform and over time will also help us continue to attract new customers and retain existing customers.

KEY FINANCIAL AND OPERATING METRICS

As discussed above, we regularly monitor a number of metrics in order to measure our current performance and project our future performance. These metrics aid us in developing and refining our growth strategies and in making strategic decisions.

Certain of our metrics are non-GAAP financial measures. We believe that such metrics are useful in period-to-period comparisons of our core business. However, non-GAAP financial measures are not an alternative to any measure of financial performance calculated and presented in accordance with US GAAP. See “—Non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to US GAAP.

Revenue growth



	As of and for the three months ended June 30,						As of and for the six months ended June 30,
Revenue growth metrics (dollars in thousands, except as noted)	2018			2017			2018			2017
Revenues	$	184,377		$	150,471		$	377,914		$	306,838
Period-over-period revenue growth	23		%	19		%	23		%	19		%
Ending combined loans receivable – principal(1)	589,465			481,059			589,465			481,059
Average combined loans receivable – principal(1)(2)	573,956			454,476			586,515			459,815
Total combined loans originated – principal	380,145			303,915			689,691			556,324
Average customer loan balance (in dollars)(3)	1,582			1,666			1,582			1,666
Number of new customer loans	85,146			66,482			155,281			119,443
Number of loans outstanding	372,592			286,337			372,592			286,337
Customer acquisition costs (in dollars)	260			294			276			252
Effective APR of combined loan portfolio	128		%	131		%	129		%	133		%

_________


(1)	Combined loans receivable is defined as loans owned by the Company plus loans originated and owned by third-party lenders pursuant to our CSO programs. See “—Non-GAAP financial measures” for more information and for a reconciliation of combined loans receivable to loans receivable, net, the most directly comparable financial measure calculated in accordance with US GAAP.


(2)	Average combined loans receivable – principal is calculated using an average of daily principal balances.


(3)	Average customer loan balance is a weighted average of all three products and is calculated for each product by dividing the ending combined loans receivable – principal by the number of loans outstanding at period end.

Revenues . Our revenues are composed of Rise finance charges, Rise CSO fees (which are fees we receive from customers who obtain a loan through the CSO program for the credit services, including the loan guaranty, we provide), finance charges on Sunny installment loans and revenues earned on the Rise and Elastic lines of credit. See “—Components of our Results of Operations—Revenues.”

Ending and average combined loans receivable – principal . We calculate the average combined loans receivable – principal by taking a simple daily average of the ending combined loans receivable – principal for each period. Key metrics that drive the ending and average combined loans receivable – principal include the amount of loans originated in a period and the average customer loan balance. All loan balance metrics include only the 90% participation in the related Elastic line of credit advances (we exclude the 10% held by Republic Bank), but include the full loan balances on CSO loans, which are not presented on our balance sheet.

Total combined loans originated – principal . The amount of loans originated in a period is driven primarily by loans to new customers as well as new loans to prior customers, including refinancings of existing loans to customers in good standing.

Average customer loan balance and effective APR of combined loan portfolio . The average loan amount and its related APR are based on the product and the underlying credit quality of the customer. Generally, better credit quality customers are offered higher loan amounts at lower APRs. Additionally, new customers have more potential risk of loss than prior or existing customers due to lack of payment history and the potential for fraud. As a result, newer customers typically will have lower loan amounts and higher APRs to compensate for that additional risk of loss. The effective APR is calculated based on the actual amount of finance charges generated from a customer loan divided by the average outstanding balance for the loan, and can be lower than the stated APR on the loan due to waived finance charges and other reasons. For example, a Rise customer may receive a $2,000 installment loan with a term of 24 months and a stated rate of 180%. In this example, the customer’s monthly installment loan payment would be $310.86. As the customer can prepay the loan balance at any time with no additional fees or early payment penalty, the customer pays the loan in full in month eight. The customer’s loan earns interest of $2,337.81 over the eight month period and has an average outstanding balance of $1,948.17. The effective APR for this loan is 180% over the eight month period calculated as follows:

($2,337.81 interest earned / $1,948.17 average balance outstanding) x 12 months per year = 180%

8 months

In addition, as an example for Elastic, if a customer makes a $2,500 draw on the customer’s line of credit and this draw required bi-weekly minimum payments of 5% (equivalent to 20 bi-weekly payments), and if all minimum payments are made, the draw would earn finance charges of $1,148. The effective APR for the line of credit in this example is 109% over the payment period and is calculated as follows:

($1,148.00 fees earned / $1,369.05 average balance outstanding) x 26 bi-weekly periods per year = 109%

20 payments

The actual amount of revenue we realize on a loan portfolio is also impacted by the amount of prepayments and charged-off customer loans in the portfolio. For a single loan, on average, we typically expect to realize approximately 60% of the revenues that we would otherwise realize if the loan were to fully amortize at the stated APR. From the Rise example above, if we waived $400 of interest for this customer, the effective APR for this loan would decrease to 149%.

Number of new customer loans . We define a new customer loan as the first loan made to a customer for each of our products (so a customer receiving a Rise installment loan and then at a later date taking their first cash advance on an Elastic line of credit would be counted twice). The number of new customer loans is subject to seasonal fluctuations. New customer acquisition is typically slowest during the first six months of each calendar year, primarily in the first quarter, compared to the latter half of the year, as our existing and prospective US customers usually receive tax refunds during this period and, thus, have less of a need for loans from us. Further, many US customers will use their tax refunds to prepay all or a portion of their loan balance during this period, so our overall loan portfolio typically decreases during the first quarter of the calendar year. Overall loan portfolio growth and the number of new customer loans tends to accelerate during the summer months (typically June and July), at the beginning of the school year (typically late August to early September) and during the winter holidays (typically late November to early December).

Customer acquisition costs . A key expense metric we monitor related to loan growth is our CAC. This metric is the amount of direct marketing costs incurred during a period divided by the number of new customer loans originated during that same period. New loans to former customers are not included in our calculation of CAC (except to the extent they receive a loan through a different product) as we believe we incur no material direct marketing costs to make additional loans to a prior customer through the same product.

The following tables summarize the changes in customer loans by product for the three and six months ended June 30, 2018 and 2017 .



	Three Months Ended June 30, 2018
	Rise			Elastic			Total Domestic			Sunny			Total
Beginning number of combined loans outstanding	127,263			138,555			265,818			86,791			352,609
New customer loans originated	27,149			26,305			53,454			31,692			85,146
Former customer loans originated	22,816			127			22,943			—			22,943
Attrition	(46,331		)	(15,847		)	(62,178		)	(25,928		)	(88,106		)
Ending number of combined loans outstanding	130,897			149,140			280,037			92,555			372,592
Customer acquisition cost	$	307		$	234		$	271		$	243		$	260
Average customer loan balance	$	2,187		$	1,711		$	1,934		$	519		$	1,582



	Three Months Ended June 30, 2017
	Rise			Elastic			Total Domestic			Sunny			Total
Beginning number of combined loans outstanding	99,885			94,163			194,048			75,691			269,739
New customer loans originated	23,567			24,179			47,746			18,736			66,482
Former customer loans originated	19,235			—			19,235			—			19,235
Attrition	(37,378		)	(11,605		)	(48,983		)	(20,136		)	(69,119		)
Ending number of combined loans outstanding	105,309			106,737			212,046			74,291			286,337
Customer acquisition cost	$	400		$	176		$	287		$	315		$	294
Average customer loan balance	$	2,311		$	1,823		$	2,066		$	524		$	1,666



	Six Months Ended June 30, 2018
	Rise			Elastic			Total Domestic			Sunny			Total
Beginning number of combined loans outstanding	140,790			140,672			281,462			80,510			361,972
New customer loans originated	49,414			47,185			96,599			58,682			155,281
Former customer loans originated	38,199			216			38,415			—			38,415
Attrition	(97,506		)	(38,933		)	(136,439		)	(46,637		)	(183,076		)
Ending number of combined loans outstanding	130,897			149,140			280,037			92,555			372,592
Customer acquisition cost	$	318		$	252		$	286		$	260		$	276
Average customer loan balance	$	2,187		$	1,711		$	1,934		$	519		$	1,582



	Six Months Ended June 30, 2017
	Rise			Elastic			Total Domestic			Sunny			Total
Beginning number of combined loans outstanding	121,996			89,153			211,149			78,044			289,193
New customer loans originated	35,932			44,650			80,582			38,861			119,443
Former customer loans originated	33,638			—			33,638			—			33,638
Attrition	(86,257		)	(27,066		)	(113,323		)	(42,614		)	(155,937		)
Ending number of combined loans outstanding	105,309			106,737			212,046			74,291			286,337
Customer acquisition cost	$	368		$	164		$	255		$	246		$	252
Average customer loan balance	$	2,311		$	1,823		$	2,066		$	524		$	1,666

Recent trends. Our revenues for the three months ended June 30, 2018 totaled $184.4 million , up 23% versus the three months ended June 30, 2017 . Additionally, a similar trend occurred for the six months ended June 30, 2018 as revenues totaled $377.9 million , up 23% versus the prior year period. This growth in revenues was driven by a 26% increase in our average combined loans receivable - principal balance for the three month period and a 28% increase for the six month period as we continued to expand our customer base, with the number of combined loans outstanding increasing 30% over the prior year amount. Our Rise, Elastic and Sunny products have approximately 24% , 40% and 25% more customer loans outstanding as compared to a year ago, respectively.

The growth in loan balances drove the increase in revenues for the three and six months ended June 30, 2018, offset in part by a decrease in the average APR on the loan portfolio, which declined to 128% during the three months ended June 30, 2018 from 131% during the prior year period, and declined to 129% during the six months ended June 30, 2018 from 133% during the prior year period. These decreases in the average APR resulted primarily from a shift in the mix of our loan portfolio. Elastic, which has grown significantly in volume and as a proportion of our portfolio since 2015, had an average effective APR of approximately 97% during the three and six months ended June 30, 2018 compared to Rise, which had an average effective APR of approximately 137% and 138% during the three and six months ended June 30, 2018, respectively. Further, as the loan portfolio for Rise installment loans continues to mature, the respective average APR will also continue to drop.

Our CAC was significantly lower in the second quarter of 2018 as compared to the second quarter of 2017 and was within the lower end of our targeted range of $250 to $300. This decrease was attributable to both our Rise and Sunny products. The Rise CAC decreased from $400 for the three months ended June 30, 2017 to $307 for the current year period due to improved loan funding rates in various marketing channels. Similarly, the Sunny CAC decreased from $315 for the three months ended June 30, 2017 to $243 in the current year period due to increased loan funding rates associated with a new credit score that was introduced in late 2017.

Our new customer loans increased 28% in the second quarter of this year versus the second quarter in the prior year as we funded over 155,000 new loans so far this year, with more than 85,000 in just the second quarter. We chose to market all three of our products more aggressively this year than we did in the prior year as the credit quality in our loan portfolio continues to improve. We believe our CAC in future quarters will remain within or below our normalized range of $250 to $300 as we continue to optimize the efficiency of our marketing channels and experience increased consumer demand for our products during the last half of the year.

Lastly, the average customer loan balance of $1,582 decreased 5% from the three and six months ended June 30, 2018 compared to the three and six months ended June 30, 2017. We expect our average customer loan balance to continue to remain relatively consistent during the rest of 2018.

Credit quality



	As of and for the three months ended June 30,						As of and for the six months ended June 30,
Credit quality metrics (dollars in thousands)	2018			2017			2018			2017
Net charge-offs(1)	$	91,756		$	76,232		$	193,798		$	168,160
Additional provision for loan losses(1)	(3,158		)	(3,935		)	(13,058		)	(13,070		)
Provision for loan losses	$	88,598		$	72,297		$	180,740		$	155,090
Past due combined loans receivable – principal as a percentage of combined loans receivable – principal(2)(3)	10		%	10		%	10		%	10		%
Net charge-offs as a percentage of revenues(1)	50		%	51		%	51		%	55		%
Total provision for loan losses as a percentage of revenues	48		%	48		%	48		%	51		%
Combined loan loss reserve(4)	$	80,531		$	69,840		$	80,531		$	69,840
Combined loan loss reserve as a percentage of combined loans receivable(4)	13		%	14		%	13		%	14		%

_________

(1)

Net charge-offs and additional provision for loan losses are not financial measures prepared in accordance with US GAAP. Net charge-offs include the amount of principal and accrued interest on loans that are more than 60 days past due, or sooner if we receive notice that the loan will not be collected, such as a bankruptcy notice or identified fraud, offset by any recoveries. Additional provision for loan losses is the amount of provision for loan losses needed for a particular period to adjust the combined loan loss reserve to the appropriate level in accordance with our underlying loan loss reserve methodology. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to provision for loan losses, the most directly comparable financial measure calculated in accordance with US GAAP.


(2)	Combined loans receivable is defined as loans owned by the Company plus loans originated and owned by third-party lenders. See “—Non-GAAP Financial Measures” for more information and for a reconciliation of Combined loans receivable to loans receivable, net, the most directly comparable financial measure calculated in accordance with US GAAP.


(3)	Certain amounts in the prior periods presented here have been reclassified to conform to the current period financial statement presentation related to customers within the 16 day grace period that were reported as past due that were in fact current in accordance with our policy. See Note 3—Loans Receivable and Revenue for more information regarding our policy.

(4)

Combined loan loss reserve is defined as the loan loss reserve for loans originated and owned by the Company plus the loan loss reserve for loans owned by third-party lenders and guaranteed by the Company. See “—Non-GAAP Financial Measures” for more information and for a reconciliation of Combined loan loss reserve to allowance for loan losses, the most directly comparable financial measure calculated in accordance with US GAAP.



Net principal charge-offs as a percentage of average combined loans receivable - principal (1) (2) (3)	First Quarter	Second Quarter	Third Quarter	Fourth Quarter
2018	13%	12%	NA	NA
2017	15%	14%	12%	13%

_________


(1)	Net principal charge-offs is comprised of gross principal charge-offs less recoveries.


(2)	Average combined loans receivable - principal is calculated using an average of daily combined loans receivable - principal balances during each quarter.


(3)	Combined loans receivable is defined as loans owned by the Company plus loans originated and owned by third-party lenders pursuant to our CSO programs. See "—Non GAAP Financial Measures" for more information and for a reconciliation of combined loans receivable to loans receivable, net, the most directly comparable financial measure calculated in accordance with US GAAP.

In reviewing the credit quality of our loan portfolio, we break out our total provision for loan losses that is presented on our income statement under US GAAP into two separate items—net charge-offs and additional provision for loan losses. Net charge-offs are indicative of the credit quality of our underlying portfolio, while additional provision for loan losses is subject to more fluctuation based on loan portfolio growth, recent credit quality trends and the effect of normal seasonality on our business. The additional provision for loan losses is the amount needed to adjust the combined loan loss reserve to the appropriate amount at the end of each month based on our loan loss reserve methodology.

Net charge-offs . Net charge-offs comprise gross charge-offs offset by recoveries on prior charge-offs. Gross charge-offs include the amount of principal and accrued interest on loans that are more than 60 days past due, or sooner if we receive notice that the loan will not be collected, such as a bankruptcy notice or identified fraud. Any payments received on loans that have been charged off are recorded as recoveries and reduce the amount of gross charge-offs. Recoveries are typically less than 10% of the amount charged off, and thus, we do not view recoveries as a key credit quality metric. Historically, we have generally incurred net charge-offs as a percentage of revenues of between 42% and 59%.

Net charge-offs as a percentage of revenues can vary based on several factors, such as whether or not we experience significant growth or lower the APR of our products. Additionally, although a more seasoned portfolio will typically result in lower net charge-offs as a percentage of revenues, we do not intend to drive down this ratio significantly below our historical ratios and would instead seek to offer our existing products to a broader new customer base to drive additional revenues.

Net charge-offs as a percentage of average combined loans receivable-principal allow us to determine credit quality and evaluate loss experience trends across our loan portfolio. Over the past three years, our quarterly net charge-offs as a percentage of average combined loans receivable-principal have remained consistent and ranged from 12% to 15%, with quarterly trends based on seasonal growth of the loan portfolio.

Additional provision for loan losses . Additional provision for loan losses is the amount of provision for loan losses needed for a particular period to adjust the combined loan loss reserve to the appropriate level in accordance with our underlying loan loss reserve methodology.

Additional provision for loan losses relates to an increase in future inherent losses in the loan portfolio as determined by our loan loss reserve methodology. This increase could be due to a combination of factors such as an increase in the size of the loan portfolio or a worsening of credit quality or increase in past due loans. It is also possible for the additional provision for loan losses for a period to be a negative amount, which would reduce the amount of the combined loan loss reserve needed (due to a decrease in the loan portfolio or improvement in credit quality). The amount of additional provision for loan losses is seasonal in nature, mirroring the seasonality of our new customer acquisition and overall loan portfolio growth, as discussed above. The combined loan loss reserve typically decreases during the first quarter or first half of the calendar year due to a decrease in the loan portfolio from year end. Then, as the rate of growth for the loan portfolio starts to increase during the second half of the year, additional provision for loan losses is typically needed to increase the reserve for future losses associated with the loan growth. Because of this, our provision for loan losses can vary significantly throughout the year without a significant change in the credit quality of our portfolio.

The following provides an example of the application of our loan loss reserve methodology and the break out of the provision for loan losses between the portion associated with replenishing the reserve due to net charge-offs and the amount related to the additional provision for loan losses. If the beginning combined loan loss reserve were $25 million, and we incurred $10 million of net charge-offs during the period and the ending combined loan loss reserve needed to be $30 million according to our loan loss reserve methodology, our total provision for loan losses would be $15 million, comprising $10 million in net charge-offs (provision needed to replenish the combined loan loss reserve) plus $5 million of additional provision related to an increase in future inherent losses in the loan portfolio identified by our loan loss reserve methodology.



Example (dollars in thousands)
Beginning combined loan loss reserve		$	25,000
Less: Net charge-offs		(10,000		)
Provision for loan losses:
Provision for net charge-offs	10,000
Additional provision for loan losses	5,000
Total provision for loan losses		15,000
Ending combined loan loss reserve balance		$	30,000

Loan loss reserve methodology . Our loan loss reserve methodology is calculated separately for each product and, in the case of Rise (for non-CSO and CSO program loans), is calculated separately based on the state in which each customer resides to account for varying state license requirements that affect the amount of the loan offered, repayment terms and other factors. For each product, loss factors are calculated based on the delinquency status of customer loan balances: current, 1 to 30 days past due or 31 to 60 days past due. These loss factors for loans in each delinquency status are based on average historical loss rates by product (or state) associated with each of these three delinquency categories. Hence, another key credit quality metric we monitor is the percentage of past due combined loans receivable – principal, as an increase in past due loans will cause an increase in our combined loan loss reserve and related additional provision for loan losses to increase the reserve. For customers that are not past due, we further stratify these loans into loss rates by payment number, as a new customer that is about to make a first loan payment has a significantly higher risk of loss than a customer who has successfully made ten payments on an existing loan with us. Based on this methodology, we have historically seen our combined loan loss reserve as a percentage of combined loans receivable fluctuate between approximately 13% and 24% depending on the overall mix of new, former and past due customer loans.

Recent trends. Total loan loss provision for the three and six months ended June 30, 2018 was 48% of revenues, which was within our targeted range of 45% to 55%, and consistent with the three months ended June 30, 2017 and improved from the first half of 2017. For the three and six months ended June 30, 2018 , net charge-offs as a percentage of revenues totaled 50% and 51% , respectively, which was a decrease from 51% and 55% in the respective prior year periods. We expect loan loss provision as a percentage of revenues to remain within our targeted range due to the continued growth of the loan portfolio coupled with its ongoing maturation, and continued improvements in our underwriting process.

The combined loan loss reserve as a percentage of combined loans receivable totaled 13% , 14% and 14% as of June 30, 2018 , December 31, 2017 and June 30, 2017, respectively, reflecting consistency in our underwriting process and ongoing maturation of the loan portfolio. Past due loan balances at June 30, 2018 were 10% of total combined loans receivable - principal, consistent with a year ago.

Additionally, we also look at principal loan charge-offs (including both credit and fraud losses) by vintage as a percentage of combined loans originated - principal. As the below table shows, our cumulative principal loan charge-offs through June 30, 2018 for each annual vintage since the 2013 vintage are generally under 30% and continue to generally trend at or slightly below our 25% to 30% targeted range, with 2017 performing the best of our historical vintages. The 2018 loan vintage, while still early in its life cycle, is performing similar to, or slightly better than, the 2017 loan vintage.

(1) The 2017 and 2018 vintages are not yet fully mature from a loss perspective.

Margins



	Three Months Ended June 30,						Six Months Ended June 30,
Margin metrics (dollars in thousands)	2018			2017			2018			2017

Revenues	$	184,377		$	150,471		$	377,914		$	306,838
Net charge-offs(1)	(91,756		)	(76,232		)	(193,798		)	(168,160		)
Additional provision for loan losses(1)	3,158			3,935			13,058			13,070
Direct marketing costs	(22,180		)	(19,592		)	(42,875		)	(30,080		)
Other cost of sales	(6,566		)	(4,425		)	(12,895		)	(8,533		)
Gross profit	67,033			54,157			141,404			113,135
Operating expenses	(43,317		)	(38,824		)	(85,059		)	(76,186		)
Operating income	$	23,716		$	15,333		$	56,345		$	36,949
As a percentage of revenues:
Net charge-offs	50		%	51		%	51		%	55		%
Additional provision for loan losses	(2		)	(3		)	(3		)	(4		)
Direct marketing costs	12			13			11			10
Other cost of sales	4			3			3			3
Gross margin	36			36			37			37
Operating expenses	23			26			23			25
Operating margin	13		%	10		%	14		%	12		%

_________


(1)	Non-GAAP measure. See “—Non-GAAP Financial Measures—Net charge-offs and additional provision for loan losses.”

Gross margin is calculated as revenues minus cost of sales, or gross profit, expressed as a percentage of revenues, and operating margin is calculated as operating income expressed as a percentage of revenues. We expect our margins to continue to increase as we continue to grow our business.

Recent operating margin trends . For the three months ended June 30, 2018 , our operating margin was 13% , which was an improvement from 10% in the prior year period. For the six months ended June 30, 2018, our operating margin was 14% , which was also an improvement from 12% in the prior year period. These increases were largely due to lower operating expenses as a percentage of revenue, which, in turn, were due to improved efficiencies as we continue to grow our business.

Direct marketing costs for the three months ended June 30, 2018 decreased slightly to 12% from 13% in the prior year period. The overall marketing spend increased $2.6 million for the three months ended June 30, 2018 as compared to the same period in 2017, but the efficiency of this spend generated a higher volume of new loans. This resulted in a quarterly CAC of $260 , which is both within the low end of our targeted range of $250 to $300 and lower than the CAC of $294 for the same period in 2017.

Direct marketing costs increased to 11% of revenues for the six months ended June 30, 2018 compared to 10% in the prior year period. We increased our marketing spend in the first quarter of this year to drive higher loan and revenue growth for 2018. The year to date marketing spend has resulted in the Company funding over 155,000 new customer loans during the first half of 2018, up 30% from a year ago, and at a CAC of $276 , which is within the midpoint of our targeted range of $250 to $300.

NON-GAAP FINANCIAL MEASURES

We believe that the inclusion of the following non-GAAP financial measures in this Quarterly Report on Form 10-Q can provide a useful measure for period-to-period comparisons of our core business, provide transparency and useful information to investors and others in understanding and evaluating our operating results, and enable investors to better compare our operating performance with the operating performance of our competitors. Management uses these non-GAAP financial measures frequently in its decision-making because they provide supplemental information that facilitates internal comparisons to the historical operating performance of prior periods and give an additional indication of the Company’s core operating performance. However, non-GAAP financial measures are not a measure calculated in accordance with US generally accepted accounting principles, or US GAAP, and should not be considered an alternative to any measures of financial performance calculated and presented in accordance with US GAAP. Other companies may calculate these non-GAAP financial measures differently than we do.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA represents our net income, adjusted to exclude:


•	Net interest expense, primarily associated with notes payable under the VPC Facility and ESPV Facility used to fund our loans;


•	Share-based compensation;


•	Foreign currency gains and losses associated with our UK operations;


•	Depreciation and amortization expense on fixed assets and intangible assets;


•	Fair value gains and losses included in non-operating losses; and


•	Income taxes.

Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.

Management believes that Adjusted EBITDA and Adjusted EBITDA margin are useful supplemental measures to assist management and investors in analyzing the operating performance of the business and provide greater transparency into the results of operations of our core business.

Adjusted EBITDA and Adjusted EBITDA margin should not be considered as alternatives to net income (loss) or any other performance measure derived in accordance with US GAAP. Our use of Adjusted EBITDA and Adjusted EBITDA margin has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under US GAAP. Some of these limitations are:


•	Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect expected cash capital expenditure requirements for such replacements or for new capital assets;


•	Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and


•	Adjusted EBITDA does not reflect interest associated with notes payable used for funding our customer loans, for other corporate purposes or tax payments that may represent a reduction in cash available to us.

The following table presents a reconciliation of net income to Adjusted EBITDA and Adjusted EBITDA margin for each of the periods indicated:



	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2018			2017			2018			2017
Net income	$	3,128		$	3,020		$	12,611		$	4,688
Adjustments:
Net interest expense	19,263			18,095			38,476			37,341
Share-based compensation	2,010			2,085			3,647			2,787
Foreign currency transaction loss (gain)	1,231			(1,716		)	475			(2,284		)
Depreciation and amortization	2,962			2,393			5,677			5,001
Non-operating (gain) loss	—			(2,646		)	38			(2,513		)
Income tax expense (benefit)	94			(1,420		)	4,745			(283		)
Adjusted EBITDA	$	28,688		$	19,811		$	65,669		$	44,737

Adjusted EBITDA margin	16		%	13		%	17		%	15		%

Free cash flow

Free cash flow (“FCF”) represents our net cash provided by operating activities, adjusted to include:


•	Net charge-offs – combined principal loans; and


•	Capital expenditures.

The following table presents a reconciliation of net cash provided by operating activities to FCF for each of the periods indicated:



	Six Months Ended June 30,
(Dollars in thousands)	2018			2017

Net cash provided by operating activities(1)	$	162,485		$	135,103
Adjustments:
Net charge-offs – combined principal loans	(151,023		)	(133,591		)
Capital expenditures	(12,450		)	(8,376		)
FCF	$	(988	)	$	(6,864	)

_________


(1)	Net cash provided by operating activities includes net charge-offs – combined finance charges.

Net charge-offs and additional provision for loan losses

We break out our total provision for loan losses into two separate items—first, the amount related to net charge-offs, and second, the additional provision for loan losses needed to adjust the combined loan loss reserve to the appropriate amount at the end of each month based on our loan loss provision methodology. We believe this presentation provides more detail related to the components of our total provision for loan losses when analyzing the gross margin of our business.



	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2018			2017			2018			2017

Net charge-offs	$	91,756		$	76,232		$	193,798		$	168,160
Additional provision for loan losses	(3,158		)	(3,935		)	(13,058		)	(13,070		)
Provision for loan losses	$	88,598		$	72,297		$	180,740		$	155,090

Combined loan information

The Elastic line of credit product is originated by a third party lender, Republic Bank, which initially provides all of the funding for that product. Republic Bank retains 10% of the balances of all of the loans originated and sells a 90% loan participation in the Elastic lines of credit to a third party SPV, Elastic SPV, Ltd. Elevate is required to consolidate Elastic SPV, Ltd. as a variable interest entity under US GAAP and the consolidated financial statements include revenue, losses and loans receivable related to the 90% of Elastic lines of credit originated by Republic Bank and sold to Elastic SPV.

The information presented in the tables below on a combined basis are non-GAAP measures based on a combined portfolio of loans, which includes the total amount of outstanding loans receivable that we own and that are on our balance sheet plus outstanding loans receivable originated and owned by third parties that we guarantee pursuant to CSO programs in which we participate. See “—Basis of Presentation and Critical Accounting Policies—Allowance and liability for estimated losses on consumer loans” and “—Basis of Presentation and Critical Accounting Policies—Liability for estimated losses on credit service organization loans.”

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

Our use of total combined loans and fees receivable has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under US GAAP. Some of these limitations are:


•	Rise CSO loans are originated and owned by a third party lender; and


•	Rise CSO loans are funded by a third party lender and are not part of the VPC Facility.

As of each of the period ends indicated, the following table presents a reconciliation of:


•	Loans receivable, net, Company owned (which reconciles to our Condensed Consolidated Balance Sheets included elsewhere in this Quarterly Report on Form 10-Q);


•	Loans receivable, net, guaranteed by the Company (as disclosed in Note 3 of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q);


•	Combined loans receivable (which we use as a non-GAAP measure); and


•	Combined loan loss reserve (which we use as a non-GAAP measure).



	2017									2018
(Dollars in thousands)	March 31			June 30			December 31			March 31			June 30

Company Owned Loans:
Loans receivable – principal, current, company owned	$	367,744		$	403,944		$	514,147		$	471,996		$	493,908
Loans receivable – principal, past due, company owned	48,007			45,839			61,856			60,876			58,949
Loans receivable – principal, total, company owned	415,751			449,783			576,003			532,872			552,857
Loans receivable – finance charges, company owned	21,359			21,866			36,562			31,181			31,519
Loans receivable – company owned	437,110			471,649			612,565			564,053			584,376
Allowance for loan losses on loans receivable, company owned	(69,798		)	(66,030		)	(87,946		)	(80,497		)	(76,575		)
Loans receivable, net, company owned	$	367,312		$	405,619		$	524,619		$	483,556		$	507,801
Third Party Loans Guaranteed by the Company:
Loans receivable – principal, current, guaranteed by company	$	27,841		$	30,210		$	41,220		$	33,469		$	35,114
Loans receivable – principal, past due, guaranteed by company	957			1,066			1,152			1,123			1,494
Loans receivable – principal, total, guaranteed by company(1)	28,798			31,276			42,372			34,592			36,608
Loans receivable – finance charges, guaranteed by company(2)	2,754			2,365			3,093			2,612			2,777
Loans receivable – guaranteed by company	31,552			33,641			45,465			37,204			39,385
Liability for losses on loans receivable, guaranteed by company	(3,565		)	(3,810		)	(5,843		)	(3,749		)	(3,956		)
Loans receivable, net, guaranteed by company(2)	$	27,987		$	29,831		$	39,622		$	33,455		$	35,429
Combined Loans Receivable(3):
Combined loans receivable – principal, current	$	395,585		$	434,154		$	555,367		$	505,465		$	529,022
Combined loans receivable – principal, past due	48,964			46,905			63,008			61,999			60,443
Combined loans receivable – principal	444,549			481,059			618,375			567,464			589,465
Combined loans receivable – finance charges	24,113			24,231			39,655			33,793			34,296
Combined loans receivable	$	468,662		$	505,290		$	658,030		$	601,257		$	623,761



	2017									2018
(Dollars in thousands)	March 31			June 30			December 31			March 31			June 30

Combined Loan Loss Reserve(3):
Allowance for loan losses on loans receivable, company owned	$	(69,798	)	$	(66,030	)	$	(87,946	)	$	(80,497	)	$	(76,575	)
Liability for losses on loans receivable, guaranteed by company	(3,565		)	(3,810		)	(5,843		)	(3,749		)	(3,956		)
Combined loan loss reserve	$	(73,363	)	$	(69,840	)	$	(93,789	)	$	(84,246	)	$	(80,531	)
Combined loans receivable – principal, past due(3)	$	48,964		$	46,905		$	63,008		$	61,999		$	60,443
Combined loans receivable – principal(3)	444,549			481,059			618,375			567,464			589,465
Percentage past due(1)	11		%	10		%	10		%	11		%	10		%
Combined loan loss reserve as a percentage of combined loans receivable(3)(4)	16		%	14		%	14		%	14		%	13		%
Allowance for loan losses as a percentage of loans receivable – company owned	16		%	14		%	14		%	14		%	13		%

_________


(1)	Represents loans originated by third-party lenders through the CSO programs, which are not included in our financial statements.


(2)	Represents finance charges earned by third-party lenders through the CSO programs, which are not included in our financial statements.


(3)	Non-GAAP measure.


(4)	Combined loan loss reserve as a percentage of combined loans receivable is determined using period-end balances.

COMPONENTS OF OUR RESULTS OF OPERATIONS

Revenues

Our revenues are composed of Rise finance charges and CSO fees, finance charges on Sunny installment loans, cash advance fees attributable to the participation in Elastic lines of credit that we consolidate and marketing and licensing fees received from third-party lenders related to the Rise CSO and Elastic products. See “—Overview” above for further information on the structure of Elastic.

Cost of sales

Provision for loan losses . Provision for loan losses consists of amounts charged against income during the period related to net charge-offs and the additional provision for loan losses needed to adjust the loan loss reserve to the appropriate amount at the end of each month based on our loan loss methodology.

Direct marketing costs . Direct marketing costs consist of online marketing costs such as sponsored search and advertising on social networking sites, and other marketing costs such as purchased television and radio air time and direct mail print advertising. In addition, direct marketing cost includes affiliate costs paid to marketers in exchange for referrals of potential customers. All direct marketing costs are expensed as incurred.

Other cost of sales . Other cost of sales includes data verification costs associated with the underwriting of potential customers and automated clearinghouse (“ACH”) transaction costs associated with customer loan funding and payments.

Operating expenses

Operating expenses consist of compensation and benefits, professional services, selling and marketing, occupancy and equipment, depreciation and amortization as well as other miscellaneous expenses.

Compensation and benefits . Salaries and personnel-related costs, including benefits, bonuses and share-based compensation expense, comprise a majority of our operating expenses and these costs are driven by our number of employees.

Professional services . These operating expenses include costs associated with legal, accounting and auditing, recruiting and outsourced customer support and collections.

Selling and marketing . Selling and marketing costs include costs associated with the use of agencies that perform creative services and monitor and measure the performance of the various marketing channels. Selling and marketing costs also include the production costs associated with media advertisements that are expensed as incurred over the licensing or production period. These expenses do not include direct marketing costs incurred to acquire customers, which comprises CAC.

Occupancy and equipment . Occupancy and equipment includes rent expense on our leased facilities, as well as telephony and web hosting expenses.

Depreciation and amortization . We capitalize all acquisitions of property and equipment of $500 or greater as well as certain software development costs. Costs incurred in the preliminary stages of software development are expensed. Costs incurred thereafter, including external direct costs of materials and services as well as payroll and payroll-related costs, are capitalized. Post-development costs are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets.

Other income (expense)

Net interest expense . Net interest expense primarily includes the interest expense associated with the VPC Facility that funds the Rise and Sunny installment loans, and after July 1, 2015, the interest expense associated with the ESPV Facility related to the Elastic lines of credit and related Elastic SPV entity. For the six months ended June 30, 2018 , net interest expense also included amortization of the debt discount for the Convertible Term Notes.

Foreign currency transaction gain (loss) . We incur foreign currency transaction gains and losses related to activities associated with our UK entity, Elevate Credit International, Ltd., primarily with regard to the VPC Facility used to fund Sunny installment loans.

Non-operating gain (loss) . Non-operating gain (loss) primarily includes gains and losses on adjustments to the fair value of derivatives not designated as cash flow hedges.

RESULTS OF OPERATIONS

The following table sets forth our condensed consolidated income statements data for each of the periods indicated:



	Three Months Ended June 30,						Six Months Ended June 30,
Condensed consolidated income statements data (dollars in thousands)	2018			2017			2018			2017

Revenues	$	184,377		$	150,471		$	377,914		$	306,838
Cost of sales:
Provision for loan losses	88,598			72,297			180,740			155,090
Direct marketing costs	22,180			19,592			42,875			30,080
Other cost of sales	6,566			4,425			12,895			8,533
Total cost of sales	117,344			96,314			236,510			193,703
Gross profit	67,033			54,157			141,404			113,135
Operating expenses:
Compensation and benefits	23,380			20,824			45,807			41,352
Professional services	8,374			8,851			16,686			16,427
Selling and marketing	2,403			2,142			5,355			4,620
Occupancy and equipment	4,630			3,519			8,749			6,776
Depreciation and amortization	2,962			2,393			5,677			5,001
Other	1,568			1,095			2,785			2,010
Total operating expenses	43,317			38,824			85,059			76,186
Operating income	23,716			15,333			56,345			36,949
Other income (expense):
Net interest expense	(19,263		)	(18,095		)	(38,476		)	(37,341		)
Foreign currency transaction (loss) gain	(1,231		)	1,716			(475		)	2,284
Non-operating gain (loss)	—			2,646			(38		)	2,513
Total other expense	(20,494		)	(13,733		)	(38,989		)	(32,544		)
Income before taxes	3,222			1,600			17,356			4,405
Income tax expense (benefit)	94			(1,420		)	4,745			(283		)
Net income	$	3,128		$	3,020		$	12,611		$	4,688



	Three Months Ended June 30,				Six Months Ended June 30,
As a percentage of revenues	2018		2017		2018		2017

Cost of sales:
Provision for loan losses	48	%	48	%	48	%	51	%
Direct marketing costs	12		13		11		10
Other cost of sales	4		3		3		3
Total cost of sales	64		64		63		63
Gross profit	36		36		37		37
Operating expenses:
Compensation and benefits	13		14		12		13
Professional services	5		6		4		5
Selling and marketing	1		1		1		2
Occupancy and equipment	3		2		2		2
Depreciation and amortization	2		2		2		2
Other	1		1		1		1
Total operating expenses	23		26		23		25
Operating income	13		10		15		12
Other income (expense):
Net interest expense	(10	)	(12	)	(10	)	(12	)
Foreign currency transaction (loss) gain	(1	)	1		—		1
Non-operating gain (loss)	—		2		—		1
Total other expense	(11	)	(9	)	(10	)	(11	)
Income before taxes	2		1		5		1
Income tax expense (benefit)	—		(1	)	1		(1	)
Net income	2	%	2	%	3	%	2	%

Comparison of the three months ended June 30, 2018 and 2017

Revenues



	Three Months Ended June 30,
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount			Percentage

Finance charges	$	183,394	99	%	$	148,532	99	%	$	34,862		23	%
Other	983		1		1,939		1		(956		)	(49	)
Revenues	$	184,377	100	%	$	150,471	100	%	$	33,906		23	%

Revenues increased by $33.9 million , or 23% , from $150.5 million for the three months ended June 30, 2017 to $184.4 million for the three months ended June 30, 2018 . This growth in revenues was primarily attributable to increased finance charges driven by growth in our average loan balances, partially offset by a decrease in our overall APR, as illustrated in the tables below. Over time, we expect our overall effective APR of our loan portfolio to continue to decrease as our loan portfolio continues to grow and mature with more existing and repeat customers who pay lower interest rates over time. The decrease in Other revenues is due to a decrease in marketing and licensing fees related to the Rise CSO programs.

The tables below break out this change in revenue (including CSO fees and cash advance fees) by product:



	Three Months Ended June 30, 2018
(Dollars in thousands)	Rise(1)			Elastic			Total Domestic			Sunny			Total

Average combined loans receivable – principal(2)	$	277,281		$	244,583		$	521,864		$	52,092		$	573,956
Effective APR	137		%	97		%	118		%	226		%	128		%
Finance charges	$	94,716		$	59,298		$	154,014		$	29,380		$	183,394
Other	435			460			895			88			983
Total revenue	$	95,151		$	59,758		$	154,909		$	29,468		$	184,377

	Three Months Ended June 30, 2017
(Dollars in thousands)	Rise(1)			Elastic			Total Domestic			Sunny			Total

Average combined loans receivable – principal(2)	$	231,098		$	181,284		$	412,382		$	42,094		$	454,476
Effective APR	139		%	97		%	120		%	236		%	131		%
Finance charges	$	79,934		$	43,808		$	123,742		$	24,790		$	148,532
Other	1,401			423			1,824			115			1,939
Total revenue	$	81,335		$	44,231		$	125,566		$	24,905		$	150,471

_________

(1) Includes loans originated by third party lenders through the CSO programs, which are not included in the Company’s condensed consolidated financial statements.

(2) Average combined loans receivable - principal is calculated using daily principal balances. Not a financial measure prepared in accordance with US GAAP. See reconciliation table accompanying this release for a reconciliation of non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with US GAAP.

During the three months ended June 30, 2018 , our average combined loans receivable – principal increased $119.5 million compared to the prior year period as we continued to market our Rise, Sunny and Elastic products in the US and UK. As a result of the increased average combined loans receivable – principal, finance charges increased $38.1 million during the three months ended June 30, 2018 compared to the same prior year period. These increases were offset by a $3.4 million decrease due to a reduction in our average APR related to the strong growth in Elastic, which has the lowest APR of the three products, and as the Rise installment loan portfolio continues to mature and existing customers continue to receive lower rates on subsequent loans. We expect this trend of lower average effective APR to continue.

Cost of sales



	Three Months Ended June 30,								Period-to-period change
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage

Cost of sales:
Provision for loan losses	$	88,598	48	%	$	72,297	48	%	$	16,301	23	%
Direct marketing costs	22,180		12		19,592		13		2,588		13
Other cost of sales	6,566		4		4,425		3		2,141		48
Total cost of sales	$	117,344	64	%	$	96,314	64	%	$	21,030	22	%

Provision for loan losses . Provision for loan losses increased by $16.3 million , or 23% , from $72.3 million for the three months ended June 30, 2017 to $88.6 million for the three months ended June 30, 2018 primarily due to a $15.5 million increase in net charge-offs resulting from an increase in the overall loan portfolio. This increase was accompanied by an increase of $0.8 million in the additional provision for loan losses due to growth in the loan portfolio.

The tables below break out these changes by loan product:



	Three Months Ended June 30, 2018
(Dollars in thousands)	Rise			Elastic			Total Domestic			Sunny			Total

Combined loan loss reserve(1):
Beginning balance	$	44,209		$	28,098		$	72,307		$	11,939		$	84,246
Net charge-offs	(49,494		)	(28,490		)	(77,984		)	(13,772		)	(91,756		)
Provision for loan losses	46,081			29,786			75,867			12,731			88,598
Effect of foreign currency	—			—			—			(557		)	(557		)
Ending balance	$	40,796		$	29,394		$	70,190		$	10,341		$	80,531
Combined loans receivable(1)(2)	$	305,674		$	265,959		$	571,633		$	52,128		$	623,761
Combined loan loss reserve as a percentage of ending combined loans receivable	13		%	11		%	12		%	20		%	13		%
Net charge-offs as a percentage of revenues	52		%	48		%	50		%	47		%	50		%
Provision for loan losses as a percentage of revenues	48		%	50		%	49		%	43		%	48		%



	Three Months Ended June 30, 2017
(Dollars in thousands)	Rise			Elastic			Total Domestic			Sunny			Total

Combined loan loss reserve(1):
Beginning balance	$	42,414		$	20,087		$	62,501		$	10,862		$	73,363
Net charge-offs	(43,046		)	(22,564		)	(65,610		)	(10,622		)	(76,232		)
Provision for loan losses	41,661			23,163			64,824			7,473			72,297
Effect of foreign currency	—			—			—			412			412
Ending balance	$	41,029		$	20,686		$	61,715		$	8,125		$	69,840
Combined loans receivable(1)(2)	$	259,260		$	204,108		$	463,368		$	41,922		$	505,290
Combined loan loss reserve as a percentage of ending combined loans receivable	16		%	10		%	13		%	19		%	14		%
Net charge-offs as a percentage of revenues	53		%	51		%	52		%	43		%	51		%
Provision for loan losses as a percentage of revenues	51		%	52		%	52		%	30		%	48		%

_________


1.	Not a financial measure prepared in accordance with US GAAP. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to the most directly comparable financial measure calculated in accordance with US GAAP.

2. Includes loans originated by third-party lenders through the CSO programs, which are not included in our financial statements.

Net charge-offs increased $15.5 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 , due to the overall loan growth in the portfolio, with the primary growth attributed to the Rise and Elastic products. Net charge-offs as a percentage of revenues for the three months ended June 30, 2018 was 50% , a decrease from 51% for the comparable period in 2017. Loan loss provision for the three months ended June 30, 2018 totaled 48% of revenues, consistent with the three months ended June 30, 2017 .

Direct marketing costs . Direct marketing costs increased by $2.6 million , or 13% , from $19.6 million for the three months ended June 30, 2017 to $22.2 million for the three months ended June 30, 2018 . For the three months ended June 30, 2018 , the number of new customers acquired increased to 85,146 compared to 66,482 during the three months ended June 30, 2017 . The resulting CAC decreased by $34 , or 12% , decreasing to $260 from $294 in the prior year period, and was within the lower end of our targeted range of $250 to $300. The increase in new customers is attributable to increased marketing efforts on all three products, but primarily our Rise and Sunny products, which increased by 15% and 69%, respectively, for the three months ended June 30, 2018 compared to the prior year.

Other cost of sales . Other cost of sales increased by $2.1 million , or 48% , from $4.4 million for the three months ended June 30, 2017 to $6.6 million for the three months ended June 30, 2018 due to increased data verification costs incurred from the higher new loan volume for all products and settlement expenses primarily related to the Sunny product.

Operating expenses



	Three Months Ended June 30,								Period-to-period change
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount			Percentage

Operating expenses:
Compensation and benefits	$	23,380	13	%	$	20,824	14	%	$	2,556		12	%
Professional services	8,374		5		8,851		6		(477		)	(5	)
Selling and marketing	2,403		1		2,142		1		261			12
Occupancy and equipment	4,630		3		3,519		2		1,111			32
Depreciation and amortization	2,962		2		2,393		2		569			24
Other	1,568		1		1,095		1		473			43
Total operating expenses	$	43,317	23	%	$	38,824	26	%	$	4,493		12	%

Compensation and benefits . Compensation and benefits increased by $2.6 million , or 12% , from $20.8 million for the three months ended June 30, 2017 to $23.4 million for the three months ended June 30, 2018 primarily due to an increase in the number of employees as we continue to grow our business.

Professional services . Professional services decreased by $0.5 million , or 5% , from $8.9 million for the three months ended June 30, 2017 to $8.4 million for the three months ended June 30, 2018 primarily due to decreased other outside services.

Selling and marketing . Selling and marketing increased by $0.3 million , or 12% , from $2.1 million for the three months ended June 30, 2017 to $2.4 million for the three months ended June 30, 2018 primarily due to increased agency spend associated with television campaigns.

Occupancy and equipment . Occupancy and equipment increased by $1.1 million , or 32% , from $3.5 million for the three months ended June 30, 2017 to $4.6 million for the three months ended June 30, 2018 primarily due to increased licenses and rent expense needed to support an increased number of employees as we continue to grow our business.

Depreciation and amortization . Depreciation and amortization increased by $0.6 million , or 24% , from $2.4 million for the three months ended June 30, 2017 to $3.0 million for the three months ended June 30, 2018 primarily due to increased property and equipment.

Other expenses . Other expenses increased by $0.5 million , or 43% , from $1.1 million for the three months ended June 30, 2017 to $1.6 million for the three months ended June 30, 2018 due to costs associated with growing our business.

Net interest expense



	Three Months Ended June 30,								Period-to-period change
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage

Net interest expense	$	19,263	10	%	$	18,095	12	%	$	1,168	6	%

Net interest expense increased $1.2 million , or 6% , during the three months ended June 30, 2018 as compared to the prior year period. At June 30, 2017 , we had an average balance of $451.9 million in notes payable outstanding under our debt facilities, which increased to $523.3 million at June 30, 2018 , resulting in additional interest expense of approximately $5.7 million. Our average unadjusted effective interest rate on our notes payable outstanding has decreased from 16.1% for the three months ended June 30, 2017 to 15.0% for the three months ended June 30, 2018 as net proceeds from the IPO in April 2017 were used to repay a portion of outstanding debt with a higher interest rate. In addition, in January 2018, the Company entered into interest rate caps, which cap 3-month LIBOR at 1.75%, to mitigate the floating interest rate risk on $240 million of the US Term Notes included in the VPC Facility and on $216 million of the ESPV Facility.

The following table shows the effective cost of funds of each debt facility for the period:



	Three Months Ended June 30,
(Dollars in thousands)	2018			2017

VPC Facility
Average facility balance during the period	$	307,333		$	293,251
Net interest expense	11,105			12,421
Less: acceleration of debt discount associated with the repayment of the Convertible Term Note	—			(1,974		)
Net interest expense, as adjusted	$	11,105		$	10,447
Effective cost of funds	14.5		%	17.0		%
Effective cost of funds, as adjusted	14.5		%	14.3		%

ESPV Facility
Average facility balance during the period	$	216,000		$	158,679
Net interest expense	8,158			5,674
Effective cost of funds	15.2		%	14.3		%

Foreign currency transaction (loss) gain

During the three months ended June 30, 2018 , we realized a $1.2 million loss in foreign currency remeasurement primarily related to a portion of the debt facility that our UK entity, Elevate Credit International, Ltd., has with a third party lender, VPC, which is denominated in US dollars. The foreign currency remeasurement gain for the three months ended June 30, 2017 was $1.7 million .

Non-operating gain (loss)

During the three months ended June 30, 2017, we recognized non-operating losses related to the change in fair value on the embedded derivative in the Convertible Term Notes as discussed in Note 8 — Fair Value Measurements in the Condensed Consolidated Financial Statements. No non-operating gains or losses were recognized in the three months ended June 30, 2018.

Income tax expense (benefit)



	Three Months Ended June 30,									Period-to-period change
	2018				2017					Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount			Percentage of revenues		Amount		Percentage

Income tax expense (benefit)	$	94	—	%	$	(1,420	)	(1	)%	$	1,514	(107	)%

Our income tax expense increased $1.5 million , or 107% , from a $1.4 million benefit for the three months ended June 30, 2017 to $0.1 million expense for the three months ended June 30, 2018 . Our consolidated effective tax rates for the three months ended June 30, 2018 and 2017 were 3% and negative 89%, respectively. Our effective tax rates are different from the standard corporate federal income tax rate of 21% in the US and 19% in the UK primarily due to our permanent non-deductible items. In addition, in the US, our effective tax rate is impacted by corporate state tax obligations in the states where we have lending activities. The Company's US cash effective tax rate was approximately 1% for the second quarter of 2018. Our UK operations have generated net operating losses which have a full valuation allowance provided due to the lack of sufficient objective evidence regarding the realizability of this asset. Therefore, no UK deferred tax benefit has been recognized in the financial statements for the three months ended June 30, 2018 and 2017 .

Net income



	Three Months Ended June 30,								Period-to-period change
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage

Net income	$	3,128	2	%	$	3,020	2	%	$	108	4	%

Our net income increased $0.1 million , or 4% , from $3.0 million for the three months ended June 30, 2017 to $3.1 million for the three months ended June 30, 2018 due to an increase in revenue that resulted from growth in our overall loan portfolio in addition to improved efficiencies as we continue to grow our business.

Comparison of the six months ended June 30, 2018 and 2017

Revenues



	Six Months Ended June 30,
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount			Percentage

Finance charges	$	375,652	99	%	$	304,385	99	%	$	71,267		23	%
Other	2,262		1		2,453		1		(191		)	(8	)
Revenues	$	377,914	100	%	$	306,838	100	%	$	71,076		23	%

Revenues increased by $71.1 million , or 23% , from $306.8 million for the six months ended June 30, 2017 to $377.9 million for the six months ended June 30, 2018 . This growth in revenues was primarily attributable to increased finance charges driven by growth in our average loan balances, partially offset by a decrease in our overall APR, as illustrated in the tables below. Over time, we expect our average customer loan balance to continue to increase and the related overall effective APR of our loan portfolio to decrease as our loan portfolio continues to grow and mature with more existing and repeat customers who pay lower interest rates over time.

The tables below break out this change in revenue (including CSO acquisition fees and cash advance fees) by product:



	Six Months Ended June 30, 2018
(Dollars in thousands)	Rise(1)			Elastic			Total Domestic			Sunny			Total

Average combined loans receivable – principal(2)	$	289,565		$	244,980		$	534,545		$	51,970		$	586,515
Effective APR	138		%	97		%	119		%	231		%	129		%
Finance charges	$	197,924		$	118,201		$	316,125		$	59,527		$	375,652
Other	1,265			825			2,090			172			2,262
Total revenue	$	199,189		$	119,026		$	318,215		$	59,699		$	377,914

	Six Months Ended June 30, 2017
(Dollars in thousands)	Rise(1)			Elastic			Total Domestic			Sunny			Total

Average combined loans receivable – principal(2)	$	238,324		$	178,466		$	416,790		$	43,025		$	459,815
Effective APR	143		%	97		%	123		%	233		%	133		%
Finance charges	$	169,168		$	85,580		$	254,748		$	49,637		$	304,385
Other	1,557			781			2,338			115			2,453
Total revenue	$	170,725		$	86,361		$	257,086		$	49,752		$	306,838

_________

(1) Includes loans originated by third party lenders through the CSO programs, which are not included in the Company’s condensed consolidated financial statements.

During the six months ended June 30, 2018 , our average combined loans receivable – principal increased $126.7 million compared to the prior year period as we continued to market our Rise, Sunny and Elastic products in the US and UK. As a result of the increased average combined loans receivable – principal, finance charges increased $81.1 million during the six months ended June 30, 2018 compared to the same prior year period. This increase was offset by a decrease of $4.6 million due to a reduction in our average APR due to the strong growth in Elastic, which has the lowest APR of the three products, the state mix of new Rise loans favoring lower APR states such as Georgia and Illinois, and as the Rise and Sunny installment loan portfolios continue to mature and existing customers continue to receive lower rates on subsequent loans. In addition, there was a decrease of $5.2 million due to changes in the US dollar to British pound exchange rate. We expect this trend of increasing combined loans receivable – principal year-over-year and lower average APR to continue.

Cost of sales



	Six Months Ended June 30,								Period-to-period change
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage

Cost of sales:
Provision for loan losses	$	180,740	48	%	$	155,090	51	%	$	25,650	17	%
Direct marketing costs	42,875		11		30,080		10		12,795		43
Other cost of sales	12,895		3		8,533		3		4,362		51
Total cost of sales	$	236,510	63	%	$	193,703	63	%	$	42,807	22	%

Provision for loan losses . Provision for loan losses increased by $25.7 million , or 17% , from $155.1 million for the six months ended June 30, 2017 to $180.7 million for the six months ended June 30, 2018 primarily due to a $25.6 million increase in net charge-offs resulting from an increase in the overall loan portfolio.

The tables below break out these changes by loan product:



	Six Months Ended June 30, 2018
(Dollars in thousands)	Rise			Elastic			Total Domestic			Sunny			Total

Combined loan loss reserve(1):
Beginning balance	$	55,867		$	28,870		$	84,737		$	9,052		$	93,789
Net charge-offs	(112,941		)	(58,175		)	(171,116		)	(22,682		)	(193,798		)
Provision for loan losses	97,870			58,699			156,569			24,171			180,740
Effect of foreign currency	—			—			—			(200		)	(200		)
Ending balance	$	40,796		$	29,394		$	70,190		$	10,341		$	80,531
Combined loans receivable(1)(2)	$	305,674		$	265,959		$	571,633		$	52,128		$	623,761
Combined loan loss reserve as a percentage of ending combined loans receivable	13		%	11		%	12		%	20		%	13		%
Net charge-offs as a percentage of revenues	57		%	49		%	54		%	38		%	51		%
Provision for loan losses as a percentage of revenues	49		%	49		%	49		%	40		%	48		%



	Six Months Ended June 30, 2017
(Dollars in thousands)	Rise			Elastic			Total Domestic			Sunny			Total

Combined loan loss reserve(1):
Beginning balance	$	53,336		$	19,389		$	72,725		$	9,651		$	82,376
Net charge-offs	(102,676		)	(43,939		)	(146,615		)	(21,545		)	(168,160		)
Provision for loan losses	90,369			45,236			135,605			19,485			155,090
Effect of foreign currency	—			—			—			534			534
Ending balance	$	41,029		$	20,686		$	61,715		$	8,125		$	69,840
Combined loans receivable(1)(2)	$	259,260		$	204,108		$	463,368		$	41,922		$	505,290
Combined loan loss reserve as a percentage of ending combined loans receivable	16		%	10		%	13		%	19		%	14		%
Net charge-offs as a percentage of revenues	60		%	51		%	57		%	43		%	55		%
Provision for loan losses as a percentage of revenues	53		%	52		%	53		%	39		%	51		%

_________


1.	Not a financial measure prepared in accordance with GAAP. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP.


2.	Includes loans originated by third-party lenders through the CSO programs, which are not included in our financial statements.

Net charge-offs increased $25.6 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 , primarily due to loan growth in all three products during 2017. Net charge-offs as a percentage of revenues for the six months ended June 30, 2018 was 51% , a decrease from 55% for the comparable period in 2017 due to an increase in losses in the prior year period associated with the rollout of a new credit score. Total loan loss provision for the six months ended June 30, 2018 was 48% of revenues as compared to 51% of revenue for the six months ended June 30, 2017 , which was within our targeted range of 45% to 55%.

Direct marketing costs . Direct marketing costs increased 43% for the six months ended June 30, 2018 and 2017. For the six months ended June 30, 2018 , the number of new customers acquired increased to 155,281 compared to 119,443 during the six months ended June 30, 2017 . The resulting CAC increased by $24 , increasing to $276 from $252 in the prior year period. The increase in CAC was primarily due to an increased marketing spend to drive higher loan volume and revenue growth for 2018 while maintaining our CAC within the midpoint of our targeted range of $250 to $300. We expect marketing expenses to remain within or below our targeted range of $250 to $300 as we continue to maximize the efficiency of our marketing channels in the second half of 2018.

Other cost of sales . Other cost of sales increased by $4.4 million , or 51% , from $8.5 million for the six months ended June 30, 2017 to $12.9 million for the six months ended June 30, 2018 due to increased data verification costs incurred from the higher new loan volume for all products and settlement expenses primarily related to the Sunny product.

Operating expenses



	Six Months Ended June 30,								Period-to-period change
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage

Operating expenses:
Compensation and benefits	$	45,807	12	%	$	41,352	13	%	$	4,455	11	%
Professional services	16,686		4		16,427		5		259		2
Selling and marketing	5,355		1		4,620		2		735		16
Occupancy and equipment	8,749		2		6,776		2		1,973		29
Depreciation and amortization	5,677		2		5,001		2		676		14
Other	2,785		1		2,010		1	%	775		39
Total operating expenses	$	85,059	23	%	$	76,186	25	%	$	8,873	12	%

Compensation and benefits . Compensation and benefits increased by $4.5 million , or 11% , from $41.4 million for the six months ended June 30, 2017 to $45.8 million for the six months ended June 30, 2018 primarily due to increased share-based compensation expenses and an increase in the number of employees as we continue to grow our business.

Professional services . Professional services increased by $0.3 million , or 2% , from $16.4 million for the six months ended June 30, 2017 to $16.7 million for the six months ended June 30, 2018 due to increased consulting costs and increased director and officer insurance premiums as a result of the IPO, partially offset by lower other outside services costs.

Selling and marketing . Selling and marketing increased by $0.7 million , or 16% , from $4.6 million for the six months ended June 30, 2017 to $5.4 million for the six months ended June 30, 2018 primarily due to increased agency spend associated with television campaigns.

Occupancy and equipment . Occupancy and equipment increased by $2.0 million , or 29% , from $6.8 million for the six months ended June 30, 2017 to $8.7 million for the six months ended June 30, 2018 primarily due to increased licenses and rent expense needed to support an increased number of employees as we continue to grow our business.

Depreciation and amortization . Depreciation and amortization increased by $0.7 million , or 14% , from $5.0 million for the six months ended June 30, 2017 to $5.7 million for the six months ended June 30, 2018 primarily due to increased property and equipment.

Other expenses . Other expenses increased by $0.8 million , or 39% , from $2.0 million for the six months ended June 30, 2017 to $2.8 million for the six months ended June 30, 2018 due to costs associated with growing our business.

Net interest expense



	Six Months Ended June 30,								Period-to-period change
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage

Net interest expense	$	38,476	10	%	$	37,341	12	%	$	1,135	3	%

Net interest expense increased $1.1 million , or 3% , during the six months ended June 30, 2018 versus the six months ended June 30, 2017 as we borrowed more debt from our third party lender, VPC, to continue to fund Rise and Sunny loan growth, as well as working capital for general corporate purposes. At June 30, 2017 , we had $450.9 million in notes payable outstanding under these debt facilities, which increased to $526.0 million at June 30, 2018 primarily related to growth in our loan portfolio. In April 2017, substantially all of the net proceeds fr om the IPO were used to repay a portion of the outstanding amount of debt under the VPC Facility, thus reducing future net interest expense. In addition, $2.7 million of interest expense related to the amortization of the debt discount associated with the Convertible Term Notes was recognized for the six months ended June 30, 2017. Of this amount, $2.0 million related to the $14.9 million repayment on the Convertible Term Notes.

The following table shows the effective cost of funds of each debt facility for the period:



	Six Months Ended June 30,
(Dollars in thousands)	2018			2017

VPC Facility
Average facility balance during the period	$	296,198		$	328,496
Net interest expense	22,317			26,446
Less: acceleration of debt discount associated with the repayment of the Convertible Term Note	—			(1,974		)
Net interest expense, as adjusted	$	22,317		$	24,472
Effective cost of funds	15.2		%	16.2		%
Effective cost of funds, as adjusted	15.2		%	15.0		%

ESPV Facility
Average facility balance during the period	$	215,558		$	154,264
Net interest expense	16,159			10,895
Effective cost of funds	15.1		%	14.2		%

Foreign currency transaction (loss) gain

During the six months ended June 30, 2018 , we realized a $0.5 million loss in foreign currency remeasurement primarily related to the debt facility that our UK entity, Elevate Credit International, Ltd., has with a third party lender, VPC, which is denominated in US dollars. The foreign currency remeasurement gain for the six months ended June 30, 2017 was $2.3 million .

Non-operating gain (loss)

During the six months ended June 30, 2017 and 2018, we recognized non-operating losses related to the change in fair value on the embedded derivative in the Convertible Term Notes as discussed in Note 8—Fair Value Measurements in the Condensed Consolidated Financial Statements. In 2017, the $2.5 million of non-operating losses primarily related to the reduction of the derivative liability associated with the $14.9 million repayment on the Convertible Term Notes.

Income tax expense (benefit)



	Six Months Ended June 30,									Period-to-period change
	2018				2017					Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount			Percentage of revenues		Amount			Percentage

Income tax expense (benefit)	$	4,745	1	%	$	(283	)	—	%	$	(5,028	)	1,777	%

Our income tax expense increased $5.0 million , from a benefit of $0.3 for the six months ended June 30, 2017 to an expense of $4.7 million for the six months ended June 30, 2018 . Our consolidated effective tax rates for the six months ended June 30, 2018 and 2017 was 27% and negative 6%, respectively. Our consolidated effective tax rates are different from the standard corporate federal income tax rate of 21% in the US and 19% in the UK primarily due to our permanent non-deductible items. In addition, in the US, our effective tax rate is impacted by corporate state tax obligations in the states where we have lending activities and our permanent non-deductible items. The Company's US cash effective tax rate was approximately 1% for the first six months of 2018. Our UK operations have generated net operating losses which have a full valuation allowance provided due to the lack of sufficient objective evidence regarding the realizability of this asset. Therefore, no UK deferred tax benefit has been recognized in the financial statements for the six months ended June 30, 2018 and 2017 .

Net income



	Six Months Ended June 30,								Period-to-period change
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage

Net income	$	12,611	3	%	$	4,688	2	%	$	7,923	169	%

Our net income increased $7.9 million , from $4.7 million for the six months ended June 30, 2017 to $12.6 million for the six months ended June 30, 2018 . This increase was due to an increase in revenue that resulted from an increase in our overall loan portfolio in addition to improved efficiencies as we continue to grow our business.

LIQUIDITY AND CAPITAL RESOURCES

We principally rely on our working capital, funds from third party lenders under the CSO programs, and our credit facility with VPC to fund the loans we make to our customers.

Debt Facilities

VPC Facility

On January 30, 2014, we entered into the VPC Facility in order to fund our Rise and Sunny products and provide working capital. Since originally entering into the VPC Facility, it has been amended several times to increase the maximum total borrowing amount available and other terms of the VPC Facility.

The VPC Facility provided the following term notes as of June 30, 2018:

•

US Term Note with a maximum borrowing amount of $350 million at a base rate (defined as the 3-month LIBOR with a 1% floor) plus 11% for the outstanding balance used to fund the Rise loan portfolio. The Company entered into an interest rate cap on January 11, 2018 to mitigate the floating rate interest risk on the $240 million outstanding as of June 30, 2018 . In addition to VPC, which has committed $290 million to this facility, there are currently three other lenders that have committed $20 million each to this facility.


•	UK Term Note with a maximum borrowing amount of approximately $48 million at a base rate (defined as the 3-month LIBOR rate) plus 14% used to fund the Sunny loan portfolio.


•	4 ^th Tranche Term Note with a maximum borrowing amount of $35 million bearing interest at a base rate (defined as the 3-month LIBOR, with a 1% floor) plus 13% used to fund working capital.

There are no principal payments due or scheduled under the VPC Facility until the maturity date of the US Term Note, the UK Term Note and the 4 ^th Tranche Term Note on February 1, 2021.

All of our assets are pledged as collateral to secure the VPC Facility. The agreement contains customary financial covenants, including a maximum loan to value ratio of between 0.75 and 0.85, depending on the actual charge-off rate as of the relevant measurement date, a maximum principal charge-off rate of not greater than 20%, determined by the product of the ratio of principal balances charged-off or past due to principal balances due for the current, 1-30 and 31-60 delinquency status periods determined as of the month of charge-off and the preceding two month period, and a maximum first payment default rate of not greater than 20% for any month and not greater than 17.5% for any two months during any three month period. Additionally, our corporate cash balance must exceed $5 million at all times, and the book value of the equity must exceed $5 million as of the last day of any calendar month. We were in compliance with all covenants as of June 30, 2018 .

ESPV Facility

Elastic funding

Elastic SPV structure

As of July 1, 2015, loan participations are sold by Republic Bank to Elastic SPV. We do not own Elastic SPV, but effective July 1, 2015 we entered into a credit default protection agreement with Elastic SPV whereby we agreed to provide credit protection to the investors in Elastic SPV against Elastic loan losses in return for a credit premium. Per the terms of the agreement, under US GAAP, the Company qualifies as the primary beneficiary of Elastic SPV and we are required to consolidate the financial results of Elastic SPV as a variable interest entity in our consolidated financial results. Accordingly, the presentation of this structure does not differ from the presentation of the previous structure reflected in our financial statements, as we continue to earn revenues and incur losses on 90% of the Elastic lines of credit originated by Republic Bank that are sold to Elastic SPV.

Elastic SPV receives its funding from VPC in the ESPV Facility, which was finalized on July 13, 2015. The ESPV Facility provides for a maximum borrowing amount of $50 million at a base rate (defined as the greater of the 3-month LIBOR rate or 1% per annum) plus 13% for the outstanding balance up to $50 million. To continue to fund Elastic growth, as of October 21, 2015, the maximum borrowing amount was expanded to $100 million at a base rate plus 12% for any outstanding balance greater than $50 million. On July 14, 2016, the ESPV Facility was further amended, providing a credit facility with a maximum borrowing amount of $150 million. Interest is charged at a base rate (defined as the greater of the 3-month LIBOR rate or 1% per annum) plus 13% for the outstanding balance up to $50 million, 12% for the outstanding balance greater than $50 million, and 13.5% for the outstanding balance greater than $100 million.

On April 27, 2017, the ESPV Facility was further amended to increase the borrowing base to $250 million, decrease each of the interest rates by 1.0% effective July 1, 2019 and add a base rate (defined as the greater of the 3-month LIBOR or 1% per annum) plus 12.75% for borrowing amounts greater than $150 million, which will decrease to the base rate plus 11.75% effective July 1, 2019. The amendment also extended the maturity date for the ESPV Facility, to July 1, 2021. The Company entered into an interest rate cap on January 11, 2018 to mitigate the floating rate interest risk on the $216 million outstanding as of June 30, 2018 . As of June 30, 2018 , the base rate of the ESPV Facility was 1.75% per annum for the outstanding balance. There are no principal payments due or scheduled until the credit facility maturity date of July 1, 2021.

All of our assets are pledged as collateral to secure the ESPV Facility. The agreement contains customary financial covenants, including a maximum loan to value ratio of between 0.75 and 0.85, depending on the actual charge off rate as of the relevant measurement date, a maximum principal charge-off rate of not greater than 20%, determined by the product of the ratio of principal balances charged-off or past due to principal balances due for the current, 1-30 and 31-60 delinquency status periods determined as of the month of charge-off and the preceding two month period, and a maximum first payment default rate of not greater than 15% for any one calendar month and for two months during any three month period. We were in compliance with all covenants as of June 30, 2018 .

During 2018, we expect an additional SPV will be created as another funding source for the Elastic line of credit product. This additional SPV for Elastic would provide additional funding, diversified funding sources and further lower the cost of funds.

Outstanding Notes Payable

The outstanding balance of notes payable as of June 30, 2018 is as follows:



(Dollars in thousands)		June 30, 2018
US Term Note bearing interest at 3-month LIBOR + 11%		240,000
UK Term Note bearing interest at 3-month LIBOR + 14%		34,955
4th Tranche Term Note bearing interest at 3-month LIBOR + 13%		35,050
ESPV Term Note bearing interest at 3-month LIBOR + 12-13.5%		216,000
Total		526,005

The following table presents the future debt maturities as of June 30, 2018 :



Year (dollars in thousands)	June 30, 2018
Remainder of 2018	$	—
2019	—
2020	—
2021	526,005
2022	—
Total	$	526,005

Cash and cash equivalents, loans (net of allowance for loan losses), and cash flows

The following table summarizes our cash and cash equivalents, loans receivable, net and cash flows for the periods indicated:



	As of and for the six months ended June 30,
(Dollars in thousands)	2018			2017

Cash and cash equivalents	$	69,368		$	81,195
Loans receivable, net	507,801			405,619
Cash provided by (used in):
Operating activities	162,485			135,103
Investing activities	(144,345		)	(147,642		)
Financing activities	10,110			40,110

Our cash and cash equivalents at June 30, 2018 were held primarily for working capital purposes. We may, from time to time, use excess cash and cash equivalents to fund our lending activities. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediate working capital requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our excess cash is invested primarily in demand deposit accounts that are currently providing only a minimal return.

Net cash provided by operating activities

We generated $162.5 million in cash from our operating activities for the six months ended June 30, 2018 , primarily from revenues derived from our loan portfolio. This was up $27.4 million from the $135.1 million of cash provided by operating activities during the six months ended June 30, 2017 . This increase was the result of the growth in our loan portfolio in 2018, which contributed to the $71.1 million increase in our revenues for the six months ended June 30, 2018 compared to the same prior year period.

Net cash used in investing activities

For the six months ended June 30, 2018 and 2017 , cash used in investing activities was $144.3 million and $147.6 million , respectively. The decrease was primarily due to a decrease in net loans issued to customers as the increase in payments from customers more than offset the increase in loan originations to customers. The following table summarizes cash used in investing activities for the periods indicated:



	For the six months ended June 30,
(Dollars in thousands)	2018			2017

Cash used in investing activities
Net loans issued to consumers, less repayments	$	(128,875	)	$	(136,708	)
Participation premium paid	(3,020		)	(2,558		)
Purchases of property and equipment	(12,450		)	(8,376		)
	$	(144,345	)	$	(147,642	)

Net cash provided by financing activities

Cash flows from financing activities primarily include cash received from issuing notes payable, repayments of capital leases, and activity related to stock awards. For the six months ended June 30, 2018 and 2017 , cash provided by financing activities was $10.1 million and $40.1 million , respectively. The following table summarizes cash provided by (used in) financing activities for the periods indicated:



	For the six months ended June 30,
(Dollars in thousands)	2018			2017

Cash provided by (used in) financing activities
Proceeds of Notes payable, net	$	12,110		$	39,770
Payments on Notes payable	—			(84,950		)
Cash paid for interest rate caps	(1,367		)	—
Settlement of derivative liability	(2,010		)	—
Proceeds from issuance of stock, net	1,377			85,311
Other activities	—			(21		)
	$	10,110		$	40,110

The decrease in cash provided by financing activities for the six months ended June 30, 2018 versus the comparable period of 2017 was primarily due to fewer borrowings as we funded more of our growth using operating cash flows. The prior year period included our IPO, which was partially offset by payments on notes payable resulting in a net source of cash provided by financing activities of $1.8 million excluding equity issuance costs.

Free Cash Flow

In addition to the above, we also review FCF when analyzing our cash flows from operations. We calculate free cash flow as cash flows from operating activities, adjusted for the principal loan net charge-offs and capital expenditures incurred during the period. While this is a non-GAAP measure, we believe it provides a useful presentation of cash flows derived from our core operating activities.



	For the six months ended June 30,
(Dollars in thousands)	2018			2017

Net cash provided by operating activities	$	162,485		$	135,103
Adjustments:
Net charge-offs – combined principal loans	(151,023		)	(133,591		)
Capital expenditures	(12,450		)	(8,376		)
FCF	$	(988	)	$	(6,864	)

Our FCF was negative $1.0 million for the first six months of 2018 compared to negative $6.9 million for the comparable prior year period. The increase in our FCF was the result of the increase in cash provided by operations, which was partially offset by increased net charge-offs - combined principal loans during the first six months of 2018 and increased capital expenditures.

Operating and capital expenditure requirements

We believe that our existing cash balances, together with the available borrowing capacity under our VPC Facility and ESPV Facility, will be sufficient to meet our anticipated cash operating expense and capital expenditure requirements through at least the next 12 months. We intend to further diversify our funding sources. If our loan growth exceeds our expectations, our available cash balances may be insufficient to satisfy our liquidity requirements, and we may seek additional equity or debt financing. This additional capital may not be available on reasonable terms, or at all.

CONTRACTUAL OBLIGATIONS

Our principal commitments consist of obligations under our debt facilities and operating lease obligations. There have been no material changes to our contractual obligations since December 31, 2017, with the exception of the automatic extensions of our debt facilities discussed previously. See “—Liquidity and Capital Resources.”

OFF-BALANCE SHEET ARRANGEMENTS

We provide services in connection with installment loans originated by independent third-party lenders (“CSO lenders”) whereby we act as a credit service organization/credit access business on behalf of consumers in accordance with applicable state laws through our “CSO program.” The CSO program includes arranging loans with CSO lenders, assisting in the loan application, documentation and servicing processes. Under the CSO program, we guarantee the repayment of a customer’s loan to the CSO lenders as part of the credit services we provide to the customer. A customer who obtains a loan through the CSO program pays us a fee for the credit services, including the guaranty, and enters into a contract with the CSO lenders governing the credit services arrangement. We estimate a liability for losses associated with the guaranty provided to the CSO lenders using assumptions and methodologies similar to the allowance for loan losses, which we recognize for our consumer loans.

RECENT REGULATORY DEVELOPMENTS

On July 30, 2018, the Ohio Governor signed legislation which places limits on short-term loans and extensions of credit. The legislation sets specific limits for fees, charges and interest that can be assessed on small loans with a maximum loan amount of $1,000. The new law applies to credit extended on or after April 26, 2019. Management does not anticipate that the legislation will have a material adverse effect on the Company. We cannot currently assess the likelihood of any other future unfavorable federal, state, local or international legislation or regulations being proposed or enacted that could affect our products and services.

BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES

Revenue recognition

We realize revenues in connection with the consumer loans we offer for each of our products, including finance charges, lines of credit fees and fees for services provided through CSO programs (“CSO fees”). Generally, all of our revenues consist of finance charges on Rise and Sunny installment loans, cash advance fees associated with the Elastic line of credit product, and fees for services provided through CSO programs associated with Rise installment loans in Texas and Ohio. The Company also recorded revenues related to the sale of customer applications to unrelated third parties. These applications are sold with the customer’s consent in the event that the Company or its CSO lenders are unable to offer the customer a loan. Revenue is recognized at the time of the sale. Other revenues also include marketing and licensing fees received from the originating lender related to the Elastic product and CSO programs. Revenue related to these fees is recognized when service is performed.

We recognize finance charges on installment loans on a constant yield basis over their terms. We realize fees such as CSO fees and lines of credit fees as they are earned over the term of the loan. We do not recognize finance charges or other fees on installment loans or lines of credit more than 60 days past due based on management’s historical experience that such past due loans and lines of credit are unlikely to be repaid, and thus, the loans are charged off. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. Payments received on past due loans are applied against the loan and accrued interest balance to bring the loan current. When payments are received, they are first applied to accrued charges and fees, then interest, and then to the principal loan balance.

Allowance and liability for estimated losses on consumer loans

Credit losses are an inherent part of outstanding loans receivable. We maintain an allowance for loan losses for loans and interest receivable at a level estimated to be adequate to absorb such losses based primarily on our analysis of historical loss rates by product, stratified by delinquency ranges. We also consider recent collection and delinquency trends, as well as macro-economic conditions that we believe may affect portfolio losses. Additionally, due to the uncertainty of economic conditions and cash flow resources of our customers, we adjust our estimates as needed, with the result that the allowance for loan losses is subject to change in the near-term, which could significantly impact our consolidated financial statements. If a loan is deemed to be uncollectible before it is fully reserved based on information we become aware of (e.g., receipt of customer bankruptcy notice), we charge off such loan at that time. In addition, allowance for loan losses is impacted by the impairment of certain loans considered to be troubled debt restructurings ("TDR").

We classify our loans as either current or past due. A customer in good standing may request a 16 day grace period when or before a payment becomes due, and if granted, the loan is considered current during the grace period. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. As noted above, we believe that loans and lines of credit more than 60 days past due have a low probability of being repaid. We charge off such overdue loans and reduce the allowance accordingly. Any recoveries on loans previously charged to the allowance are credited to the allowance when collected.

Liability for estimated losses on credit service organization loans

Under the CSO program, we guarantee the repayment of a customer’s loan to the CSO lenders as part of the credit services we provide to the customer. A customer who obtains a loan through the CSO program pays us a fee for the credit services, including the guaranty, and enters into a contract with the CSO lenders governing the credit services arrangement. We estimate a liability for losses associated with the guaranty provided to the CSO lenders using assumptions and methodologies similar to the allowance for loan losses, which we recognize for our consumer loans.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. We perform an impairment review of goodwill and intangible assets with an indefinite life annually at October 31 and between annual tests if we determine that an event has occurred or circumstances changed in a way that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such a determination may be based on our consideration of macro-economic and other factors and trends, such as current and projected financial performance, interest rates and access to capital.

Our impairment evaluation of goodwill is based on comparing the fair value of the respective reporting unit to its carrying value. The fair value of the reporting unit is determined based on a weighted average of the income and market approaches. The income approach establishes fair value based on estimated future cash flows of the reporting unit, discounted by an estimated weighted-average cost of capital developed using the capital asset pricing model, which reflects the overall level of inherent risk of the reporting unit. The income approach uses our projections of financial performance for a six- to nine-year period and includes assumptions about future revenue growth rates, operating margins and terminal values. The market approach establishes fair value by applying cash flow multiples to the respective reporting unit’s operating performance. The multiples are derived from other publicly traded companies that are similar but not identical from an operational and economic standpoint.

We completed our 2017 annual test and determined that there was no evidence of impairment of goodwill for the two reporting units that have goodwill. Although no goodwill impairment was noted, there can be no assurances that future goodwill impairments will not occur.

Internal-use software development costs

We capitalize certain costs related to software developed for internal-use, primarily associated with the ongoing development and enhancement of our technology platform. Costs incurred in the preliminary development and post-development stages are expensed. These costs are amortized on a straight-line basis over the estimated useful life of the related asset, generally three years.

Income taxes

Our income tax expense and deferred income tax balances in the consolidated financial statements have been calculated on a separate tax return basis. As part of the process of preparing our consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. This process involves estimating the actual current tax expense based on various factors and assumptions, together with assessing temporary differences in recognition of income for tax and accounting purposes. These differences result in net deferred tax assets and are included within the Consolidated Balance Sheets. We then must assess the likelihood that the deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we must establish a valuation allowance. An expense or benefit is included within the tax provision in the Consolidated Income Statements for any increase or decrease in the valuation allowance for a given period.

We perform an evaluation of the recoverability of our deferred tax assets on a quarterly basis. We establish a valuation allowance if it is more likely than not (greater than 50 percent) that all or some portion of the deferred tax asset will not be realized. We analyze several factors, including the nature and frequency of operating losses, our carryforward period for any losses, the reversal of future taxable temporary differences, the expected occurrence of future income or loss and the feasibility of available tax planning strategies to protect against the loss of deferred tax assets. We have established a full valuation allowance for our UK deferred tax assets due to the lack of sufficient objective evidence supporting the realization of these assets in the foreseeable future.

We account for uncertainty in income taxes in accordance with applicable guidance, which requires that a more-likely-than-not threshold be met before the benefit of a tax position may be recognized in the consolidated financial statements and prescribes how such benefit should be measured. We must evaluate tax positions taken on our tax returns for all periods that are open to examination by taxing authorities and make a judgment as to whether and to what extent such positions are more likely than not to be sustained based on merit.

Our judgment is required in determining the provision for income taxes, the deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets. Our judgment is also required in evaluating whether tax benefits meet the more-likely-than-not threshold for recognition.

Share-Based Compensation

In accordance with applicable accounting standards, all share-based compensation, consisting of stock options and restricted stock units (“RSUs") issued to employees is measured based on the grant-date fair value of the awards and recognized as compensation expense on a straight-line basis over the period during which the recipient is required to perform services in exchange for the award (the requisite service period). Starting July 2017, we also have an employee stock purchase plan (“ESPP”). The determination of fair value of share-based payment awards and ESPP purchase rights on the date of grant using option-pricing models is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, actual and projected employee stock option exercise activity, risk-free interest rate, expected dividends and expected term. We use the Black-Scholes-Merton Option Pricing Model to estimate the grant-date fair value of stock options. We also use an equity valuation model to estimate the grant-date fair value of RSUs. Additionally, the recognition of share-based compensation expense requires an estimation of the number of awards that will ultimately vest and the number of awards that will ultimately be forfeited.

Derivative Financial Instruments

Our derivative financial instruments include bifurcated embedded derivatives that were identified within the Convertible Term Notes and interest rate caps on our US Term Notes and our ESPV Facility, which are cash flow hedges. The derivatives are recorded as assets or liabilities at fair value. Changes in the bifurcated embedded derivatives' fair value are immediately included in earnings. Changes in the interest rate caps fair value are included in Accumulated other comprehensive income and subsequently reclassified to interest expense when the hedged expenses are recorded.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS AND JOBS ACT ELECTION

Under the Jumpstart Our Business Startups Act (the “JOBS Act”), we meet the definition of an emerging growth company. We have irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

Recently Adopted Accounting Standards

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date ("ASU 2015-14"), which defers the effective date of this guidance by one year, to the annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. A reporting entity may choose to early adopt the guidance as of the original effective date. In April 2016, the FASB issued ASU 2016-10, Revenues from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ("ASU 2016-10"), which clarifies the guidance related to identifying performance obligations and licensing implementation. The Company adopted all amendments of ASU 2016-10 using the alternative transition method, which requires the application of the guidance only to contracts that are uncompleted on the date of initial application. As a result of the scope exception for financial contracts, the Company's management has determined that there are no material changes to the nature, extent or timing of revenues and expenses; additionally, the adoption of ASU 2014-09 did not have a significant impact to pretax income upon adoption as of June 30, 2018 .

Accounting Standards to be Adopted in Future Periods

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss to future earnings, values or future cash flows that may result from changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, exchange rates, commodity prices, equity prices and other market changes. We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We do not use derivative financial instruments for speculative or trading purposes, although in the future we may continue to enter into interest rate hedging or enter into exchange rate hedging arrangements to manage the risks described below.

Interest rate sensitivity

Our cash and cash equivalents as of June 30, 2018 consisted of demand deposit accounts. Our primary exposure to market risk for our cash and cash equivalents is interest income sensitivity, which is affected by changes in the general level of US interest rates. Given the currently low US interest rates, we generate only a de minimis amount of interest income from these deposits.

All of our customer loan portfolios are fixed APR loans and not variable in nature. Additionally given the high APR’s associated with these loans, we do not believe there is any interest rate sensitivity associated with our customer loan portfolio.

Our VPC Facility and ESPV Facility are variable rate in nature and tied to the 3-month LIBOR rate. In January 2018, the Company entered into interest rate caps, which cap 3-month LIBOR at 1.75%, to mitigate the floating interest rate risk on $240 million of the US Term Notes included in the VPC Facility and on $216 million of the ESPV Facility. Any increase in the 3-month LIBOR rate on borrowings not subject to an interest rate cap will result in an increase in our net interest expense. The outstanding balance of our VPC Facility at June 30, 2018 was $310.0 million and the balance at December 31, 2017 was $306.3 million. The outstanding balance of our ESPV Facility was $216.0 million and $208.0 million at June 30, 2018 and December 31, 2017 , respectively. Based on the average outstanding indebtedness through the six months ended June 30, 2018 , a 1% (100 basis points) increase in interest rates would have increased our interest expense by approximately $0.7 million for the period.

Foreign currency exchange risk

We provide installment loans to customers in the UK. Interest income from our Sunny UK installment loans is earned in GBP. Fluctuations in exchange rate of the USD against the GBP and cash held in such foreign currency can result, and have resulted, in fluctuations in our operating income and foreign currency transaction gains and losses. We had foreign currency transaction gains (losses) of approximately $(0.5) million and $2.3 million during the six months ended June 30, 2018 and 2017, respectively. We currently do not engage in any foreign exchange hedging activity but may do so in the future.

At June 30, 2018 , our GBP-denominated net assets were approximately $54.8 million (which excludes the $22.1 million then drawn under the USD-denominated UK term note under the VPC Facility). A hypothetical 10% strengthening or weakening in the value of the USD compared to the GBP at this date would have resulted in a decrease/increase in net assets of approximately $5.5 million. During the six months ended June 30, 2018 , the GBP-denominated pre-tax loss was approximately $4.0 million. A hypothetical 10% strengthening or weakening in the value of the USD compared to the GBP during this period would have resulted in a decrease/increase in the pre-tax income of approximately $0.4 million.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

The Securities and Exchange Commission has adopted rules that generally require every company that files reports with the Commission to evaluate its effectiveness of internal controls over financial reporting. Our management, with the participation of our principal executive and principal financial officers, will not be required to evaluate the effectiveness of our internal controls over financial reporting until the filing of our Annual Report on Form 10-K for the annual period ending December 31, 2018, due to a transition period established by Commission rules applicable to new public companies.

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

I tem 1. Legal Proceedings

In addition to the matters discussed below, in the normal course of business, from time to time, we have been and may be named as a defendant in various legal proceedings arising in connection with our business activities. We may also be involved, from time to time, in reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding our business (collectively, “regulatory matters”). We contest liability and/or the amount of damages as appropriate in each such pending matter. We do not anticipate that the ultimate liability, if any, arising out of any such pending matter will have a material effect on our financial condition, results of operations or cash flows.

Civil Investigative Demand

In June 2012, prior to the spin-off from Think Finance, Inc. ("TFI"), and in February 2016, after the spin-off, TFI received Civil Investigative Demands from the CFPB. The purpose of the Civil Investigative Demands was to determine whether small-dollar online lenders or other unnamed persons engaged in unlawful acts or practices relating to the advertising, marketing, provision, or collection of small-dollar loan products, in violation of Section 1036 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Electronic Funds Transfer Act, the Gramm-Leach-Bliley Act, or any other federal consumer financial law and to determine whether CFPB action to obtain legal or equitable relief would be in the public interest. Further, on November 15, 2017 the CFPB sued TFI alleging it deceived consumers into paying debts that were not valid and that it collected loan payments that consumers did not owe. While TFI’s business is distinct from our business, we cannot predict the final outcome of the Civil Investigative Demands or to what extent any obligations arising out of such final outcome will be applicable to our company or business, if at all.

Item 1A. Risk Factors

There have been no material changes from the Risk Factors described in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, except as set forth below.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

The consumer lending industry continues to be subjected to new laws and regulations in many jurisdictions that could restrict the consumer lending products and services we offer, impose additional compliance costs on us, render our current operations unprofitable or even prohibit our current operations.

Both state and federal governments in the US and regulatory bodies in the UK may seek to impose new laws, regulatory restrictions or licensing requirements that affect the products or services we offer, the terms on which we may offer them, and the disclosure, compliance and reporting obligations we must fulfill in connection with our lending business. They may also interpret or enforce existing requirements in new ways that could restrict our ability to continue our current methods of operation or to expand operations, impose significant additional compliance costs and may have a negative effect on our business, prospects, results of operations, financial condition or cash flows. In some cases these measures could even directly prohibit some or all of our current business activities in certain jurisdictions, or render them unprofitable or impractical to continue.

In recent years, consumer loans, and in particular the category commonly referred to as “payday loans,” have come under increased regulatory scrutiny that has resulted in increasingly restrictive regulations and legislation that makes offering consumer loans in certain states in the US or the UK less profitable or unattractive. On October 5, 2017 the Consumer Financial Protection Bureau (the "CFPB") finalized its rule covering loans that require consumers to repay all or most of the debt at once, including payday loans, auto title loans, deposit advance products, longer-term loans with balloon payments and any loan with an annual percentage rate over 36 percent that includes authorization for the lender to access the borrower’s checking or prepaid account ("Rule"). The Rule will apply to loan contracts entered into beginning August 19, 2019. On January 16, 2018, the CFPB announced that it "intends to engage in a rulemaking process so that the Bureau may reconsider" the final rule. See “—The CFPB issued final rules affecting the consumer lending industry, and these or subsequent new rules and regulations, if they are finalized, may impact our US consumer lending business” below for more information. At this time, the Rule is still expected to apply beginning August 19, 2019.

On July 30, 2018, the Ohio Governor signed legislation which places limits on short-term loans and extensions of credit. The legislation sets specific limits for fees, charges and interest that can be assessed on small loans with a maximum loan amount of $1,000. The new law applies to credit extended on or after April 26, 2019. We cannot currently assess the likelihood of any other future unfavorable federal, state, local or international legislation or regulations being proposed or enacted that could affect our products and services.

We also expect that further new laws and regulations will be promulgated in the UK that could impact our business operations. See “—The UK has imposed, and continues to impose, increased regulation of the high-cost short-term credit industry with the stated expectation that some firms will exit the market” below for additional information.

In order to serve our non-prime customers profitably we need to sufficiently price the risk of the transaction into the annual percentage rate (“APR”) of our loans. If individual states or the US federal government or regulators in the UK impose rate caps lower than those at which we can operate our current business profitably or otherwise impose stricter limits on non-prime lending, we would need to exit such states or dramatically reduce our rate of growth by limiting our products to customers with higher creditworthiness.

Furthermore, legislative or regulatory actions may be influenced by negative perceptions of us and our industry, even if such negative perceptions are inaccurate, attributable to conduct by third parties not affiliated with us (such as other industry members) or attributable to matters not specific to our industry.

Any of these or other legislative or regulatory actions that affect our consumer loan business at the national, state, international and local level could, if enacted or interpreted differently, have a material adverse effect on our business, prospects, results of operations, financial condition or cash flows and prohibit or directly or indirectly impair our ability to continue current operations.

OTHER RISKS RELATED TO COMPLIANCE AND REGULATION

We, our marketing affiliates, our third-party service providers and Republic Bank, which originates Elastic, the line of credit product, are subject to complex federal, state and local lending and consumer protection laws, and if we fail to comply with applicable laws, regulations, rules and guidance, our business could be adversely affected.

We, our marketing affiliates, our third-party service providers and Republic Bank, which originates Elastic, the line of credit product, must comply with US federal, state and local regulatory regimes, including those applicable to consumer credit transactions. Certain US federal and state laws generally regulate interest rates and other charges and require certain disclosures. In particular, we may be subject to laws such as:


•	local regulations and ordinances that impose requirements or restrictions related to certain loan product offerings and collection practices;


•	state laws and regulations that impose requirements related to loan or credit service disclosures and terms, credit discrimination, credit reporting, debt servicing and collection;


•	the Truth in Lending Act and Regulation Z promulgated thereunder, and similar state laws, which require certain disclosures to borrowers regarding the terms and conditions of their loans and credit transactions;


•	Section 5 of the Federal Trade Commission Act, which prohibits unfair and deceptive acts or practices in or affecting commerce, Section 1031 of the Dodd-Frank Act, which prohibits unfair, deceptive or abusive acts or practices in connection with any consumer financial product or service, and similar state laws that prohibit unfair and deceptive acts or practices;

•

the Equal Credit Opportunity Act and Regulation B promulgated thereunder and state non-discrimination laws, which generally prohibit creditors from discriminating against credit applicants on the basis of race, color, sex, age, religion, national origin, marital status, the fact that all or part of the applicant’s income derives from any public assistance program or the fact that the applicant has in good faith exercised any right under the federal Consumer Credit Protection Act;


•	the Fair Credit Reporting Act (the “FCRA”) as amended by the Fair and Accurate Credit Transactions Act, and similar state laws, which promote the accuracy, fairness and privacy of information in the files of consumer reporting agencies;


•	the Fair Debt Collection Practices Act (the “FDCPA”) and similar state and local debt collection laws, which provide guidelines and limitations on the conduct of third-party debt collectors and creditors in connection with the collection of consumer debts;

•

the Gramm-Leach-Bliley Act and Regulation P promulgated thereunder and similar state privacy laws, which include limitations on financial institutions’ disclosure of nonpublic personal information about a consumer to nonaffiliated third parties, in certain circumstances require financial institutions to limit the use and further disclosure of nonpublic personal information by nonaffiliated third parties to whom they disclose such information and require financial institutions to disclose certain privacy policies and practices with respect to information sharing with affiliated and nonaffiliated entities as well as to safeguard personal customer information, and other privacy laws and regulations;


•	the Bankruptcy Code and similar state insolvency laws, which limit the extent to which creditors may seek to enforce debts against parties who have filed for bankruptcy protection;


•	the Servicemembers Civil Relief Act and similar state laws, which allow military members and certain dependents to suspend or postpone certain civil obligations, as well as limit applicable rates, so that the military member can devote his or her full attention to military duties;


•	the Military Lending Act and Department of Defense rules, which limit the interest rate and fees that may be charged to military members and their dependents, requires certain disclosures and prohibits certain mandatory clauses among other restrictions;


•	the Electronic Fund Transfer Act and Regulation E promulgated thereunder, which provide disclosure requirements, guidelines and restrictions on the electronic transfer of funds from consumers’ asset accounts;


•	the Electronic Signatures in Global and National Commerce Act and similar state laws, particularly the Uniform Electronic Transactions Act, which authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures and, with consumer consent, permits required disclosures to be provided electronically;


•	the Bank Secrecy Act, which relates to compliance with anti-money laundering, customer due diligence and record-keeping policies and procedures; and


•	the Telephone Consumer Protection Act (the "TCPA") and the regulations of the Federal Communications Commission (the "FCC"), which regulations include limitations on telemarketing calls, auto-dialed calls, prerecorded calls, text messages and unsolicited faxes.

While it is our intention to always be in compliance with these laws, it is possible that we may currently be, or at some time have been, inadvertently out of compliance with some or any such laws. Further, all applicable laws are subject to evolving regulatory and judicial interpretations, which further complicate real-time compliance. Lastly, compliance with these laws is costly, time-consuming and limits our operational flexibility.

Failure to comply with these laws and regulatory requirements applicable to our business may, among other things, limit our or a collection agency’s ability to collect all or part of the principal of or interest on loans. As a result, we may not be able to collect on unpaid principal or interest. In addition, non-compliance could subject us to damages, revocation of required licenses, class action lawsuits, administrative enforcement actions, rescission rights held by investors in securities offerings and civil and criminal liability, which may harm our business and may result in borrowers rescinding their loans.

Where applicable, we seek to comply with state installment, CSO, servicing and similar statutes. In all US jurisdictions with licensing or other requirements that we believe may be applicable to us, we comply with the relevant requirements by acquiring the necessary licenses or authorization and submitting appropriate registrations in connection therewith. Nevertheless, if we are found to not have complied with applicable laws, we could lose one or more of our licenses or authorizations or face other sanctions or penalties or be required to obtain other licenses or authorizations in such jurisdiction, which may have an adverse effect on our ability to perform our servicing obligations or make products or services available to borrowers in particular states, which may harm our business.

Our products currently have usage caps and limitations on lending based on internally developed “responsible lending guidelines.” If those policies become more restrictive due to legislative or regulatory changes at either the local, state, US federal, or UK regulatory level these products would experience declining revenues per customer. In some cases, legislative or regulatory changes at the local, state, US federal or UK regulatory level, like the new law in Ohio targeting small-dollar lending practices, may require us to discontinue offering certain of our products in certain jurisdictions.

Item 6. Exhibits



Exhibit number	Description
10.1	First Amendment to Amended and Restated Joint Marketing Agreement, dated June 18, 2018, by and among Elastic Marketing, LLC and Republic Bank & Trust Company
10.2	First Amendment to Amended and Restated License and Support Agreement, dated June 18, 2018, by and among Elevate Decision Sciences, LLC and Republic Bank & Trust Company
10.3 ∞	Third Amendment to Services Agreement by and between NCP Finance Ohio, LLC and Elevate Credit Service, LLC
31.1	Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended
31.2	Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended
32.1&	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2&	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.



∞		Confidential treatment has been requested as to certain portions of this exhibit, which portions have been omitted and submitted separately to the Securities and Exchange Commission.
&		This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
*		Pursuant to applicable securities laws and regulations, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, are deemed not filed for purposes of section 18 of the Exchange Act and otherwise are not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.



		Elevate Credit, Inc.

Date:	August 10, 2018	By:	/s/ Kenneth E. Rees
			Kenneth E. Rees
			Chief Executive Officer and Chairman (Principal Executive Officer)

Date:	August 10, 2018	By:	/s/ Christopher Lutes
			Christopher Lutes
			Chief Financial Officer (Principal Financial Officer)

FIRST AMENDMENT TO AMENDED AND RESTATED

JOINT MARKETING AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED JOINT MARKETING AGREEMENT (this " Amendment "), dated June 18, 2018 (" Amendment Effective Date "), is by and among Elastic Marketing, LLC, a Delaware limited liability company fka Elevate@Work, LLC with an address located at 4150 International Plaza, Suite 300, Fort Worth, Texas 76109 (" EM ") and Republic Bank & Trust Company, a Kentucky banking corporation with an address located at 601 W. Market Street, Louisville, Kentucky 40202 (" RB ").

Recitals

A. The Parties entered into that certain Amended and Restated Joint Marketing Agreement, dated as of July 1, 2015 (" Original Agreement ").

B. The Parties mutually wish to amend the Original Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows.

Agreement

1. Definitions . Except as otherwise set forth herein, all capitalized terms used in this Amendment shall have the same meanings as set forth in Original Agreement. The Agreement shall mean the Original Agreement as amended by this Amendment.

2. Name Change . RB hereby acknowledges that EM has changed its name from Elevate@Work, LLC to Elastic Marketing, LLC. Accordingly, all references to "E@W" in the Original Agreement are hereby revised to read "EM."

3. RB Responsibilities .

(a) The following sentence is hereby added after the first sentence of Section 1(a) of the Original Agreement, which shall provide as follows:

"For purposes of clarification, subject to compliance with applicable Law, RB reserves the right not to approve any Application for any reason in its sole discretion and the right to instruct EM not to accept additional Applications."

(b) The following sentence is hereby added as the last sentence of Section 1(a) of the Original Agreement, which shall provide as follows:

"EM shall not waive or modify any loan terms except in accordance with the Program Guidelines."

4. EM Responsibilities . Section 2(a)(i) of the Original Agreement is hereby deleted and replaced with the following:

"(i) E@W shall perform services reasonably required to market the Program within parameters established by RB through one or more websites or other marketing channels through which applicants (“ Applicants ”) may submit applications developed by RB (“ Applications ”) to open Accounts. For purposes of clarification, EM shall only use the application form specified by RB. Such services shall include (A) acquiring, scrubbing and managing lead lists, (B) preparing and distributing product offerings and associated marketing materials, including pre-qualified offers, as approved by RB, (C) developing and placing internet, print media, radio and television advertising, (D) designing and developing websites, (E) compensating third parties that provide marketing

services in relation to the Program, and (F) subject to RB’s approval, delivering all notices and disclosures required by applicable Law with each solicitation. In connection therewith, E@W shall comply with applicable Law including, without limitation, the CAN-SPAM Act of 2003."

5. Marketing of Accounts .

(a) The third sentence of Section 2(b)(ii) of the Original Agreement is hereby deleted and replaced with the following:

"RB has the sole discretion to determine whether to approve any Applicant for an Account and EM shall not use discretion or independent judgment to approve any Application that does not meet the requirements of RB’s underwriting criteria."

(b) The last sentence of Section 2(b)(iv) of the Original Agreement is hereby deleted and replaced with the following:

"For purposes of clarification, (Y) RB and EM shall ensure that all marketing materials used by EM comply with all applicable Laws and shall be subject to prior review and approval of RB. RB shall have the right to provide written notice to EM to discontinue use of any marketing materials, even if such materials were previously been approved by RB and (Z) marketing materials include all flyers, brochures, advertisements, websites, banner or pop-up ads or other internet-based content used to promote the Program."

6. Reports; Access to Books and Records and Employees . The last sentence of Section 2(c)(iii) of the Original Agreement is hereby deleted and replaced with the following:

"(c) Such report shall include the name and address of the complaining Borrower, a brief summary of the Borrower’s complaint. EM shall also maintain a complaint program that ensures tracking, monitoring and trending of both escalated and non-escalated complaints. The complaint program must include root cause analysis and procedures to effect appropriate changes to mitigate future possible consumer harm. Documentation and intelligence gathered from consumer complaints should be organized, retained and used as a part of the CMS and in scoping periodic reviews. The complaint program shall include a tracking system which shows the status of each complaint, and, if resolved, a brief summary of how the complaint was resolved. When attempting to resolve any complaints, EM shall use reasonable commercial efforts to resolve the complaint in the manner specified in writing by RB. EM will provide a log of all complaints in the format agreed upon with RB within ten (10) business days of end of each calendar month."

7. Anti-Money Laundering and CIP . Section 2(g) of the Original Agreement is hereby deleted and replaced with the following:

"(g) Anti-Money Laundering and CIP . EM has been or will be provided with a copy of RB’s compliance document titled “ANTI-MONEY LAUNDERING REQUIREMENTS” (the “ AML Requirements ”), attached as Exhibit E . EM will comply with the AML Requirements as the same are amended by RB from time to time. Such obligation shall include, but not be limited to the following:

(i) EM shall review customer information regarding each such Applicant, and shall be responsible for ensuring that each such Borrower meets the requirements of RB’s Customer Identification Program (“ CIP ”), as required by Applicable Law and the AML Requirements.

(ii) EM shall comply with all Office of Foreign Assets Control (“ OFAC ”) regulations, including but not limited to:

(1) ensuring that all Applicants are regularly screened through a screening system implemented to comply with OFAC regulations and the AML Requirements; and

(2) complying with all OFAC and RB directives regarding the prohibition or rejection of unlicensed trade and financial transactions with OFAC specified countries, entities and individuals.

(iii) EM shall report any suspicious activity to RB and in accordance with applicable Law and the AML Requirements.

(iv) EM shall make all training records available for review by RB or a Governmental Authority."

8. Compliance and Program Features; Program Manager. Section 2(j)(iii) of the Original Agreement is hereby deleted and replaced with the following:

“(iii) EM shall maintain a Compliance Management System (CMS) designed to maintain compliance with all consumer protection laws, in accordance with the FDIC’s Guidelines identified in Section II of the Compliance Examination Manual. The CMS must contain the following elements:

A. Board of Directors and management oversight.

B. Compliance program comprised of policies and procedures, training, monitoring and audit, and a consumer complaint response program as described herein.

C. An annual training schedule that ensures current, complete and accurate information on products, services, operations, consumer protection laws and regulations, internal policies and procedures, and emerging risks are addressed. All employees/third party service providers must complete training on all applicable laws and regulations upon hire and periodically thereafter. Training content and training records evidencing completion of training shall be provided to the Bank upon request.

D. A monitoring program at the transactional level identify procedural or training weaknesses and consumer compliance risks in an effort to prevent regulatory violations. The monitoring program must be evaluated and updated periodically to ensure inclusion of regulatory change, procedural change and system updates, if applicable. EM shall report details of monitoring to the Bank monthly, or as performed, including scope, testing methodology, results and corrective action if applicable. A compliance audit will complement the monitoring program and shall include an independent assessment of the EM’s internal controls and mitigation of consumer compliance risk. EM shall report details of audits conducted to the Bank monthly, including scope, testing methodology, results and corrective action if applicable.

9. Interests of the Parties . A new Section 2(h)(vi) is hereby added to the Original Agreement, which shall provide as follows:

"(vi) RB shall maintain the Loan Documents, in either digital or hard-copy format, or in a form reasonably accessible, at its principal office in Kentucky or such other office of RB in Kentucky as shall be specified to ESPV by written notice not less than ten (10) Business Days prior to any change in location. RB shall make available to ESPV or its duly authorized representatives, attorneys or auditors a list of locations of the Loan Documents and the related accounts, records and computer systems maintained by RB at such times during RB’s normal business hours as ESPV shall reasonably instruct, which does not unreasonably interfere with RB’s normal operations or customer or employee relations."

10. Covenants of EM . Section 2(i)(vii) of the Original Agreement is hereby deleted and replaced with the following:

"(vii) Throughout the term of this Agreement, EM shall provide RB with quarterly

unaudited financial statements not later than forty five (45) calendar days from the end of each calendar quarter and audited annual financial statements not later than one hundred twenty (120) calendar days from the end of each calendar year."

11. Representations and Warranties .

(a) Section 3(a) . The first clause of Section 3(a) is hereby deleted and replaced with the following:

"RB represents and warrants to EM that:"

(b) Section 3(b) . The first clause of Section 3(b) is hereby deleted and replaced with the following:

"EM represents and warrants to RB that:"

12. Further EM Representations . A new Section 3(c) is hereby added to the Original Agreement, which shall provide as follows:

"(c) Further EM Representations . EM further represents and warrants to RB that:

(i) For each Account and each disbursement of proceeds of an advance in connection therewith: (A) to EM's knowledge, all information in the related Application is as obtained from either the Borrower or third-party data sources permitted by the Program Guidelines; (B) assuming the mental capacity of the Borrower (and EM has no knowledge that the Borrower lacks mental capacity), the Account and the receivables related thereto (the “ Receivables ”) are fully enforceable and are not subject to any defense, counterclaim, recoupment or right of setoff or rescission; (C) all required disclosures to the Borrower were delivered in compliance with applicable Law; (D) the Loan Documents are genuine and, contain complete and accurate information as provided to EM (and EM has no knowledge of inaccuracy of such information), conform to the requirements of the Program Guidelines, were prepared in conformity with the Program Guidelines, and represent the entire agreement between RB and Borrower; (E) the Account was approved in accordance with underwriting criteria that have been approved by RB and incorporated in the Program Guidelines and each advance was made in accordance with the Program Guidelines; (F) the Applicant has agreed to the Loan Document, is of a sufficient age, and to the knowledge of EM has legal capacity, to enter into, execute and deliver the Loan Documents; (G) the terms, covenants and conditions of the Loan Documents have not been waived, altered, impaired, modified or amended except in conformance with the Program Guidelines; (H) all necessary approvals required to be obtained by EM have been obtained; (I) principal payments of, and interest payments on, the loan are payable to RB and its successors and assigns in legal tender of the United States, and will not be made by EM or any of its affiliates; (J) the Loan Documents do not contain any provision pursuant to which monthly payments are paid by any source other than the Borrower; (K) the loan is denominated in dollars, and the billing address of the related Borrower and the bank account used for payments via ACH transfers on the loan are each located in the United States; (L) EM has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the applicable Borrower, directly or indirectly, for the payment of any amount required by the loan; and (M) nothing exists as to EM or its business that would prohibit the sale of the Receivables by RB;

(ii) Each Borrower listed on a funding report is eligible for a loan (and an Advance) under the applicable Program Guidelines, as in effect from time to time; each Borrower has submitted and completed an electronically executed Application;

(iii) EM has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the loans nor authorized the filing of, and is not aware of, any financing statements against EM that include a description of collateral covering any

portion of the loans (except as contemplated by the Participation Agreement and any UCC filed pursuant thereto); the Loan Documents do not have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any person (except as contemplated by the Participation Agreement) or as directed by RB;

(iv) The loan constitutes a “payment intangible” within the meaning of Article 9 of the Uniform Commercial Code;

(v) All information provided by EM to RB in connection with a loan, funding report, or Account is true and correct (other than information provided by a Borrower or a credit reporting agency to EM, which is true and correct to the best of EM’s knowledge); and

(vi) Each loan is readily identifiable by the loan identification number ascribed thereto and no other outstanding loan has the same loan identification number."

13. Termination . Section 4(b)(iv) of the Original Agreement is hereby deleted and replaced with the following:

"(iv) Either Party shall have the right to terminate this Agreement upon the termination of (A) both that certain Participation Agreement by and between RB and Elastic SPV, Ltd., dated on or about the Effective Date and amended thereafter, and that certain Participation Agreement by and between RB and Elastic SPV II Trust, dated on or about the Amendment Effective Date and amended thereafter or (B) that certain License and Support Agreement by and between RB and Elevate Decision Sciences, LLC, dated on or about the Effective Date and amended thereafter, by sending written notice to the other."

14. Notices . Notwithstanding the provisions of Section 5 of the Original Agreement, all notices to Licensor shall be addressed as follows:

If to EM:

Elastic Marketing, LLC

4150 International Plaza, Suite 300

Fort Worth, Texas 76109

Attention: Chief Executive Officer

E-Mail: krees@elevate.com

With a copy (for informational purposes only) to:

Coblentz, Patch, Duffy & Bass LLP

One Montgomery Street, Suite 3000

San Francisco, California 94104

Telephone: (415) 391-4800

Attention: Paul J. Tauber, Esq.

E-Mail: pjt@cpdb.com

15. Ownership and Joint Marketing . Section 6(a)(iii) of the Original Agreement is hereby deleted and replaced with the following:

"(iii) Neither FB nor EM shall rent, sell, disclose or otherwise use information concerning any Applicant received by such Party other than to perform such Party’s obligations pursuant to this Agreement. However, for purposes of clarification, EM may use any such information that is not nonpublic personal information as defined for purposes of 12 C.F.R. Part 1016 , either individually or comingled with other data, for purposes of reporting, marketing, making credit policy and underwriting decisions, and for other business purposes of EM."

16. Data Security . Section 6 of the Original Agreement is hereby amended by adding at the end thereof the following clause (g):

"(g) Each Party shall adopt and implement industry standard written information security guidelines, which include without limitation: (i) physical, administrative, and technological controls; (ii) security training and oversight; (iii) written plans to assess and manage system failures and change controls; (iv) regular assessment of security risks and measures to prevent and detect unauthorized access; (v) collection, maintenance, transmittal and disposal of nonpublic personal information; and (vi) notice and incident response procedures. Such guidelines shall be designed to protect the security and confidentiality of nonpublic personal information in order to prevent, among other things, accidental, unauthorized or unlawful disclosure of or access to nonpublic personal financial information. The security measures implemented shall be in compliance with applicable data processing regulations (specifically, 12 C.F.R. Part 364, Appendix B, and 12 C.F.R. Part 1016) and shall be adapted to the risks presented by the Program and the nature of the nonpublic personal information obtained by the Parties in connection with the Program, having regard to the state of the art and the cost of implementation. Each Party shall inform the other of any breach of this security and confidentiality undertaking unless prohibited from doing so by Law."

17. Indemnification .

(a) The last sentence of Section 8(a)(i) of the Original Agreement is hereby deleted and replaced with the following:

"(i) act, omission or failure by EM and/or any Third-Party Service Provider retained by EM to fulfill its obligations pursuant to this Agreement including, without limitation, complying with all applicable Laws;"

(b) The last sentence of Section 8(a)(ii) of the Original Agreement is hereby deleted and replaced with the following:

"(ii) inaccuracy of any representation or warranty made by EM or any Third-Party Service Provider retained by EM pursuant to this Agreement;"

18. Anti-Money Laundering Requirements . All references to "Bank" set forth in Exhibit E are hereby deleted and replaced with "RB."

19. Entire Agreement . The Original Agreement, as amended by this Amendment, constitutes the entire understanding and agreement among the parties regarding the specific subject matter hereof. Except as specifically amended by this Amendment, the Original Agreement is ratified and confirmed in all respects.

20. Signatures . This Amendment may be executed in multiple counterparts, all of which together shall constitute one and the same instrument. Signatures received by facsimile, PDF file or other electronic format shall be deemed to be original signatures.

[Remainder of page is intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed this Amendment with an effective date as of the Amendment Effective Date.

EM:

Elastic Marketing, LLC

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: CEO

LICENSEE:

Republic Bank & Trust Company

By: /s/ William R. Nelson

Name: William R. Nelson

Title: President

FIRST AMENDMENT TO AMENDED AND RESTATED

LICENSE AND SUPPORT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AND SUPPORT AGREEMENT (this " Amendment "), dated June 18, 2018 (" Amendment Effective Date "), is by and among Elevate Decision Sciences, LLC, a Delaware limited liability company with an address located at 4150 International Plaza, Suite 300, Fort Worth, Texas 76109 (" Licensor ") and Republic Bank & Trust Company, a Kentucky banking corporation with an address located at 601 W. Market Street, Louisville, Kentucky 40202 (" Licensee ").

Recitals

A. The Parties entered into that certain Amended and Restated License and Support Agreement, dated as of July 1, 2015 (" Original Agreement ").

B. The Parties mutually wish to amend the Original Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows.

Agreement

2. Notices . Notwithstanding the provisions of Section 12.2 of the Original Agreement, all notices to Licensor shall be addressed as follows:

If to Licensor:

Elevate Decision Sciences, LLC

4150 International Plaza, Suite 300

Fort Worth, Texas 76109

Attention: Chief Executive Officer

E-Mail: krees@elevate.com

With a copy (for informational purposes only) to:

Coblentz, Patch, Duffy & Bass LLP

One Montgomery Street, Suite 3000

San Francisco, California 94104

Telephone: (415) 391-4800

Attention: Paul J. Tauber, Esq.

E-Mail: pjt@cpdb.com

3. Termination . Section 11.2(e) of the Original Agreement is hereby deleted and replaced with the following:

"(e) Either Party shall have the right to terminate this Agreement upon the termination of (i) both that certain Participation Agreement by and between Licensee and Elastic SPV, Ltd., dated on or about the Effective Date and amended thereafter, and that certain Participation Agreement by and between Licensee and Elastic SPV II Trust, dated on or about the Amendment Effective Date and amended thereafter or (ii) that certain Joint Marketing Agreement by and between Licensee and Elastic Marketing, LLC fka Elevate@Work, LLC, dated on or about the Effective Date and amended thereafter, by sending written notice to the other."

4. Description of Software . Section A of Exhibit A of the Original Agreement is hereby deleted, in its entirety, and replaced with the following:

" A. Software Description:

The Software is Licensor's automated consumer credit decisioning, processing and servicing software application.

▪ Software description:


◦	The Software is an internet-based consumer credit platform that permits the collection, verification, scoring, evaluation, funding, and servicing of lines of credit.

◦

The Software will include an accounting and loan tracking system to accurately and immediately reflect all Applications, Accounts and related information regarding Accounts to ensure compliance with all applicable laws, rules and regulations. The Software will retain electronic copies of the loan documents in a manner sufficient for Licensee to access and use such loan documents in proceedings to enforce the loan documents including for the purpose of establishing that the relevant borrower entered into a loan agreement and the terms of such agreement. Licensee will have access to all records from its principal office in Kentucky as necessary to enforce the loan documents or as otherwise necessary.

◦

Once Licensee has specified the application form, the Software will be responsible for ensuring the applicant completes the form. Licensee will provide the content and form for all associated disclosures. The Software will be responsible for providing an E-SIGN disclosure and obtaining an applicant’s consent to electronic disclosures in the manner required by E-SIGN, Licensee’s privacy notice, any disclosures required under the Equal Credit Opportunity Act (including any notice of incompleteness or notice of Adverse Action), any notice required under the Fair Credit Reporting Act (such as a risk based pricing notice or adverse action notice), and the notice required under the Truth in Lending Act.

◦

The Software will decision applicants based upon the credit policy provided by Licensee and the Program Guidelines. Based upon the application and the Program Guidelines, the Software will deliver notices of approval and notices of adverse action or incompleteness to applicants, as appropriate. Licensee will provide approved notification content that is in compliance with all applicable laws, rules and regulations.


◦	The Software will deliver in a timely fashion all information and disclosures required to be delivered to an applicant or Borrower in connection with the solicitation and origination of a Loan in the form and manner as designated by the Licensee. The Licensee will provide the approved content and timing for such notices that is in compliance with all applicable laws, rules and regulations.


◦	The Software will also include internet-based financial wellness materials for Borrowers that, once reviewed and approved by Licensee, shall be made available on a website hosted by or on behalf of Licensor.

◦

The Software will provide the means to transmit proceeds to any Borrower in connection with a valid Account in good standing and the means for Licensee to debit a deposit account of any Borrower who authorizes electronic debits for the purpose of making payments on an Account, Without limiting the foregoing, the Software will (i) enable Licensee to obtain authorization from a Borrower to debit the Borrower’s deposit account in a manner consistent with 12 C.F.R. Part 1005 and any applicable rules related to automated clearing

house (ACH) payments, and (ii) generate ACH files containing appropriate debit and credit entries that are accurate and comply with applicable rules related to ACH payments.


◦	The Software will generate Metro II files suitable for credit bureau reporting.


◦	The Software is able to determine and keep track of which Accounts a participation interest has been sold to a third party so that multiple participation interests cannot be sold to multiple parties.


▪	Hardware description:


◦	As of the Effective Date, the Software shall be hosted on a hardware platform located in a shared data center under contract with Licensor or an Affiliate of Licensor."

5. Personal Data Privacy and Security . A new Paragraph h is hereby added to Exhibit C of the Original Agreement which shall provide, in its entirety, as follows:

"Subject to compliance with applicable law, Licensor shall have the right to co-mingle Personal Data (including Licensee Personal Data) with other of Licensor's data and/or share Program-related data with other financial institutions working with Licensor or any of its Affiliates. In addition, Licensor shall have a perpetual, royalty-free right and license to use such Personal Data and Licensee Personal Data for any purpose related to the monitoring, improvement and security of the Program and any of the other programs sponsored or supported by Licensor or any of its Affiliates."

6. Entire Agreement . The Original Agreement, as amended by this Amendment, constitutes the entire understanding and agreement among the parties regarding the specific subject matter hereof. Except as specifically amended by this Amendment, the Original Agreement is ratified and confirmed in all respects.

7. Signatures . This Amendment may be executed in multiple counterparts, all of which together shall constitute one and the same instrument. Signatures received by facsimile, PDF file or other electronic format shall be deemed to be original signatures.

[Remainder of page is intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed this Amendment with an effective date as of the Amendment Effective Date.

LICENSOR:

Elevate Decision Sciences, LLC

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: CEO

LICENSEE:

Republic Bank & Trust Company

By: /s/ William R. Nelson

Name: William R. Nelson

Title: President

THIRD AMENDMENT TO SERVICES AGREEMENT

THIS THIRD AMENDMENT TO SERVICES AGREEMENT (this “Amendment”) is entered into as of May 8, 2018, to be effective as of April 1, 2018 by and between NCP FINANCE OHIO, LLC , an Ohio limited liability company (“Lender”), and ELEVATE CREDIT SERVICE, LLC , a Delaware limited liability company (the “Provider”), under the following circumstances:

WHEREAS , Lender and the Provider are parties to the Services Agreement dated as of July 15, 2015, as amended by the Amendment to Services Agreement dated as of November 22, 2016 and the Second Amendment to Services Agreement dated effective as of October 1, 2017 (the “Original Agreement”).

WHEREAS, the Provider is an affiliate to Rise Credit Service of Ohio, LLC, a Texas limited liability company (“Rise Ohio”), and Rise Credit Service of Texas, LLC, a Texas limited liability company (“Rise Texas”).

WHEREAS, NCP Finance Limited Partnership, an Ohio limited partnership (“NCP Texas”), is an affiliate to Lender.

WHEREAS , the parties desire to amend certain provisions of the Original Agreement in accordance herewith.

NOW, THEREFORE , in consideration of the mutual promises set forth in this Agreement and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, NCP and the Provider agree as follows:

1. Any capitalized words used in this Amendment but not defined shall have the meanings as set forth in the Original Agreement.

2. Section 2(a) of the Original Agreement is hereby amended and restated in its entirety as follows:

(a) Service Fee. Lender shall pay a Service Fee payable in quarterly installments commencing with the quarter beginning April 1, 2018 based upon changes in the outstanding portfolio balance of loans as set forth in a Transaction. The Service Fee shall be based not a on a retroactive basis, but a prospective basis based upon changes in the outstanding portfolio balance of loans calculated on a trailing 12 month rolling average basis on a quarterly basis to Ohio customers of Rise Ohio as follows:

[****] = “CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.”



	Ohio Portfolio Balance
	Average Millions		Quarterly Fee
	$ [****]		$ [****]
	$ [****]		$ [****]
	$ [****]		$ [****]
	$ [****]		$ [****]
	$ [****]		$ [****]
	$ [****]		$ [****]
	$ [****]		$ [****]
	$ [****]		$ [****]
	$ [****]		$ [****]
	$ [****]		$ [****]

For the avoidance of doubt, if one of the above ranges are achieved on a rolling 12-month basis in a quarter, the servicing amount payable for that quarter will not change, and the new quarterly fee shall not be due until completion of the first calendar quarter following reaching that range (as an example, if a new pricing range is reached during the quarter ending September 30, the new pricing will be applied to the quarter beginning October 1, but would not be payable at that pricing until January 15). All quarterly payments shall be due on the 15 ^th of the month following the completion of the calendar quarter.

i. Rise Ohio shall provide to Lender and Rise Texas shall provide to NCP Texas on a quarterly basis within five days of completion of each calendar quarter quarterly reports evidencing the total principal amount of all CSO model loans referred to lenders in Ohio and Texas, together with the total principal amount of all such loans referred solely to Lender and NCP Texas.

ii. Rise Ohio and Rise Texas shall use its best efforts to provide that [****] of all customers referred to NCP Ohio and NCP Texas shall be Ohio customers (which is an approximation of the current relative balances of Ohio and Texas customers).

3. This Amendment may be executed in any number of counterparts, each when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Any signature page to this Amendment containing a manual signature may be delivered by facsimile transmission or other electronic communication device capable of transmitting or creating a printable written record, and when so delivered shall have the effect of delivery of an original manually signed signature page.

4. Except as modified by this Amendment, the Original Agreement remains in full force and effect and has not otherwise been altered, revised or modified and is hereby ratified and confirmed in all respects.

IN WITNESS WHEREOF , the parties have executed this Amendment as of the date first written above.

NCP FINANCE OHIO, LLC

By: /s/ Christopher Henn

Its: CFO

ELEVATE CREDIT SERVICE, LLC

By: /s/ Christopher Lutes

Its: CFO

Exhibit 31.1

CERTIFICATION

I, Kenneth E. Rees, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Elevate Credit, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Paragraph omitted in accordance with SEC transition instructions;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	August 10, 2018	By:	/s/ Kenneth E. Rees
			Kenneth E. Rees
			Chief Executive Officer and Chairman (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Christopher Lutes, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Elevate Credit, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Paragraph omitted in accordance with SEC transition instructions;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	August 10, 2018	By:	/s/ Christopher Lutes
			Christopher Lutes
			Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Kenneth E. Rees, Chief Executive Officer and Chairman of Elevate Credit, Inc. (the "Company"), hereby certify, that, to my knowledge:


i.	The Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


ii.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	August 10, 2018	By:	/s/ Kenneth E. Rees
			Kenneth E. Rees
			Chief Executive Officer and Chairman (Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Christopher Lutes, Chief Financial Officer of Elevate Credit, Inc. (the "Company"), hereby certify, that, to my knowledge:


i.	The Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


ii.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	August 10, 2018	By:	/s/ Christopher Lutes
			Christopher Lutes
			Chief Financial Officer (Principal Financial Officer)