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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________________________________________________________
FORM 8-K
__________________________________________________________________________
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 20, 2023
________________________________________________________________________
CURO GROUP HOLDINGS CORP
(Exact Name of Registrant as Specified in Its Charter)
________________________________________________________________________
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Delaware | 001-38315 | 90-0934597 |
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | |
200 West Hubbard, 8th Floor, Chicago, Illinois | 60654 |
(Address of Principal Executive Offices) | (Zip Code) |
(312) 470-2000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
________________________________________________________________________
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Common stock | CURO | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2of the Securities Exchange Act of 1934(§240.12b-2of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.02 Results of Operations and Financial Condition
On February 23, 2023, CURO Group Holdings Corp. (the “Company”) issued a press release announcing its financial results for the three months and year ended December 31, 2022. A copy of the press release and a supplemental presentation that will be used in conjunction with its earnings call with investors on February 23, 2023 is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and is incorporated herein by reference.
The information in this item, including Exhibit 99.1 and Exhibit 99.2, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement unless specifically identified therein as being incorporated by reference therein.
ITEM 5.02 Other Events
2023 Long-Term Incentive Program
On February 20, 2023, the Company's Board of Directors approved the 2023 Long-Term Incentive Program (the “2023 LTIP”) for participating senior executives. Under the 2023 LTIP, participants will be granted restricted stock units under the Company’s stockholder-approved 2017 Incentive Plan in an amount based upon a targeted percentage of the participant’s base salary.
For participating senior executives, one-half of the restricted stock units will be subject to time-based vesting in three equal annual installments and one-half of the restricted stock units will be subject to performance-based vesting, based on the Company’s relative total shareholder return which will vest, if at all, on the last day of the performance period.
Forms of notice and agreements for senior executives under the 2023 LTIP are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated into this Item 5.02 by reference.
ITEM 9.01 Financial Statements and Exhibits
(d). Exhibits
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Exhibit Number | Description |
10.1 | |
10.2 | |
99.1 | |
99.2 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 23rd day of February, 2023.
CURO Group Holdings Corp.
By: /s/ Ismail Dawood______
Ismail Dawood
Chief Financial Officer
CURO GROUP HOLDINGS CORP.
Restricted Stock Unit Grant Notice
CURO Group Holdings Corp. (the “Company”), pursuant to its 2017 Incentive Plan, as amended from time-to-time (the “Plan”), hereby grants to Participant Restricted Stock Units for the number of shares of the Company’s common stock set forth below. The Restricted Stock Units are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (this “Grant Notice”), the Restricted Stock Unit Agreement (attached as Attachment I) (the “Agreement”) and the Plan, both of which are incorporated herein in their entirety. Capitalized terms not defined herein but defined in the Plan or the Agreement will have the same meanings as those used in such documents. If there is any conflict between the terms in this Grant Notice and the Plan, the terms of the Plan will control.
Name of Participant: %%FIRST_NAME_MIDDLE_NAME_LAST_NAME%-%
Date of Grant: %%OPTION_DATE,'Month DD, YYYY'%-%
Number of Performance Units: %%TOTAL_SHARES_GRANTED,'999,999,999'%-%
Vesting Schedule: Performance-Based Vesting: The Award is subject to performance-based vesting over a period of 36 months, beginning on January 1, 2023 and ending on December 31, 2025 (“Performance Period”). The performance metric shall be relative total shareholder return of the Company for the Performance Period compared to that of the Company’s designated peer group, with a performance target (“Performance Target”) determined by the Company. Upon conclusion of the Performance Period, provided that the Participant has not experienced a Termination prior to such date, the Award will vest based on achievement of the Performance Target at the levels identified in the table below. The Performance Target is as follows:
If the Company’s total shareholder return for the Performance Period is at or above the percentiles (identified in the table below) of the total shareholder return among the Company’s peer group for the Performance Period, the Performance Target will be met for that level of performance. As shown in the table below, payouts for achievement between threshold, target and maximum performance levels are linearly interpolated.
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Relative TSR | % of Target Achievement | Shares Earned as % of Target Achievement |
Maximum - 67th percentile | 133% | 125% |
> 50th percentile to 67th percentile | 100.1% to 132.9% | 100% plus a number of shares calculated on a pro rata basis (based on the amount by which Relative TRS exceeds 100% of Target Relative TSR) |
Target - 50th percentile | 100% | 100% |
> 33rd percentile to 49th percentile |
67.1% to 99.9% | 75% plus a number of shares calculated on a pro rata basis (based on the amount by which Relative TSR exceeds 67% of Target Relative TSR) |
Threshold - 33rd percentile | 67% | 75% |
< 33rd percentile | Less than 67% | None |
Calculation of TSR: The TSR for the start of the Performance Period shall use the average of the closing price as of December 31, 2022 and for the trailing 19 trading days and the TSR for the end of the Performance Period shall use the average of the closing price as of December 31, 2025 and for the trailing 19 trading days.
Issuance Schedule: Subject to any change due to a capitalization adjustment (as provided in Section 11 of the Plan), one share of Stock will be issued for each Restricted Stock Unit that vests at the time set forth in Section 6 of the Award Agreement.
Restrictive Covenants: As a condition of the grant of Restricted Stock Units hereunder, the Participant affirms all confidentiality, invention assignment or similar covenants previously made by the Participant in favor of the Company however made and acknowledges that such covenants are independent obligations of the Participant (such covenants, the “Restrictive Covenants”). The Participant acknowledges and agrees that this Grant Notice and the Restrictive Covenants are considered separate agreements, and the Restrictive Covenants will survive the termination of this Grant Notice for any reason.
Additional Terms/Acknowledgements: By electronically accepting this Restricted Stock Unit Award, the Participant acknowledges having received and reviewed in their entirety, and fully understands and agrees to all provisions of this Grant Notice, the Agreement, the Plan and the Restrictive Covenants. Participant acknowledges and agrees that this Grant Notice and the Agreement may not be modified, amended or revised except as provided in the Plan. Participant further acknowledges that, as of the Date of Grant, this Grant Notice, the Agreement, the Plan and the Restrictive Covenants set forth the entire agreement and understanding between Participant and the Company regarding the acquisition of Stock pursuant to the Award specified above and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) Restricted Stock Units previously granted and delivered to
the Participant, (ii) any compensation recoupment policy that is adopted by the Company or is otherwise required by applicable law, and (iii) any written employment or severance arrangement that would provide for vesting acceleration of this Restricted Stock Unit Award upon the terms and conditions set forth therein. By accepting this Restricted Stock Unit Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
Withholding Tax Election. Withholding Taxes shall be satisfied as provided in Section 10(a) of the Agreement.
This award of Restricted Stock Units is subject to the Participant’s signing this Grant Notice. The Participant shall forfeit the Restricted Stock Units if the Participant does not execute this Grant Notice or otherwise accept the Restricted Stock Units within 60 days of the Date of Grant, unless waived by the Company.
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CURO Group Holdings Corp.
By: Signature Title: Date: |
By: Signature Title: |
Attachments: Restricted Stock Unit Agreement
ATTACHEMENT I
CURO Group Holdings Corp.
Restricted Stock Unit Agreement
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Agreement (this “Agreement”), CURO Group Holdings Corp., a Delaware corporation (the “Company”) has granted you Restricted Stock Units (this “Award”) under its 2017 Incentive Plan (the “Plan”) for the number of Restricted Stock Units indicated in the Grant Notice.
If there is any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
The details of your Restricted Stock Unit Award, in addition to those set forth in the Grant Notice and the Plan, are as follows:
1.Grant of the Award. This Award represents the right to be issued on a future date one share of Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 below) as indicated in the Grant Notice. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by or on behalf of the Company for your benefit (the “Account”) the number of Restricted Stock Units subject to the Award. This Award was granted in consideration of your services to the Company.
2.Vesting. Subject to the limitations contained herein, your Award will vest as provided in your Grant Notice. Vesting will cease upon your Termination. Upon such Termination, the Restricted Stock Units credited to the Account that were not vested on the date of such Termination will be forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Stock.
3.Number of Shares. The number of Restricted Stock Units subject to your Award may be adjusted from time to time for capitalization adjustments, as provided in Section 11 of the Plan. Any additional Restricted Stock Units, shares, cash or other property that becomes subject to the Award pursuant to this Section 3, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units covered by your Award. Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Stock shall be created pursuant to this Section 3. Any fraction of a share will be rounded down to the nearest whole share.
4.Securities Law Compliance. You may not be issued any shares of Stock under your Award unless the shares of Stock underlying the Restricted Stock Units are then registered under the Securities Act or, if not registered, the Company has determined that such issuance of the shares would be exempt from the registration requirements of the Securities Act. The issuance of shares of Stock must also comply with all other applicable laws and regulations governing the Award, and you shall not receive such Stock if the Company determines that such receipt would not be in material compliance with such laws and regulations.
5.Transfer Restrictions. Prior to the time that shares of Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or
the shares issuable in respect of your Award, except as expressly provided in this Section 5. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units.
a.Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive the distribution of Stock or other consideration hereunder, pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this Award with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement.
b.Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company, designate a third party who, on your death, will thereafter be entitled to receive the shares issuable in respect of your Award. In the absence of such a designation, your executor or administrator of your estate will be entitled to receive any Stock or other consideration that vested but was not issued before your death.
6.Date of Issuance.
a.In the event one or more Restricted Stock Units vests, the Company shall issue to you one share of Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 above). The issuance date determined by this paragraph is referred to as the “Original Issuance Date.”
b.If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next following business day.
c.The form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.
7.Dividends. You shall be entitled to any cash dividends, stock dividends or other distribution declared that you would have received had your Restricted Stock Units been actual shares of Stock on the date of such distribution; provided, however, that the Company will retain custody of all dividends and distributions, if any (“Retained Distributions”)(and such Retained Distributions shall be subject to forfeiture and the same restrictions, terms and vesting and other conditions as are applicable to the Restricted Stock Units) until such time, if ever, as the Restricted Stock Units with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in a separate account. Any applicable Retained Distributions shall be delivered to you as soon as practicable following each applicable vesting date.
8.Restrictive Legends. The shares of Stock issued under your Award shall be endorsed with appropriate legends as determined by the Company.
9.Award Not a Service Contract. This Agreement is not an employment or service contract, and nothing in this Agreement will be deemed to create in any way
whatsoever any obligation on your part to continue in the service of the Company or an Affiliate, or of the Company or an Affiliate to continue your service. In addition, nothing in this Agreement will obligate the Company or an Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as an employee, director of or consultant for the Company or an Affiliate.
10.Withholding Obligations.
a.On or before the time you receive a distribution of the shares of Stock underlying your Award, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”) measured based on the Fair Market Value of such shares of Stock as of the trading day immediately preceding the day shares of Stock are issued to you pursuant to Section 6. The Company or any Affiliate may, in the discretion of the Company, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) causing you to sell that portion of the shares of Stock to be delivered pursuant to your Award necessary to generate a cash payment sufficient to satisfy the Withholding Taxes, and to remit such cash payment to the Company, or (ii) withholding shares of Stock from the shares of Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes. Alternatively, at your option, you may elect in advance to remit a cash payment to the Company equal to the full amount of such Withholding Taxes. Notwithstanding the foregoing, the number of such shares of Stock sold or withheld pursuant to clause (i) or (ii), or the amount of any cash payment tendered to the Company to satisfy such Withholding Taxes, will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using applicable withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, as determined by the Company.
b.Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to you any shares of Stock.
c.In the event the Company’s obligation to withhold arises prior to the delivery to you of shares of Stock or it is determined after the delivery of shares of Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.
11.Tax Consequences. You agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any of its officers, directors, employees or Affiliates related to tax liabilities arising from your Award or your other compensation.
12.Notices. Any notices provided for in your Award or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver
any documents related to participation in the Plan and this Award by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this Award, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
13.Unsecured Obligation. Your Award is unfunded, and as a holder of a vested Award, you shall be considered a general, unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares or other property pursuant to this Agreement.
14.Governing Plan Document. Your Award is subject to all the provisions of the Plan, the provisions of which are made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be adopted pursuant to the Plan. If there is any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan will control. In addition, your Award (and any compensation paid or shares issued under your Award) is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company, any compensation recovery policy otherwise required by applicable law and any stock ownership guidelines adopted by the Company from time to time.
15.Other Documents. You hereby acknowledge receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell shares only during certain “open window” periods under, and as otherwise permitted by, the Company’s insider trading policy, in effect from time to time.
16.Effect On Other Employee Benefit Plans. The value of this Award will not be included as compensation, earnings, salaries or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise provides. The Company reserves its rights to amend or terminate any of the Company’s or any Affiliate’s employee benefit plans.
17.Voting Rights. You will not have voting or any other rights as a stockholder of the Company with respect to the shares of Stock to be issued pursuant to this Award until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Award, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.
18.Severability. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible.
19.Miscellaneous.
a.The rights and obligations of the Company under your Award will be transferable to any one or more persons or entities, and all
covenants and agreements hereunder will inure to the benefit of, and be enforceable by, the Company’s successors and assigns.
b.You agree upon request to execute any further documents or instruments deemed necessary or desirable by the Company to carry out the purposes or intent of your Award.
c.You acknowledge that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.
d.This Agreement is subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
e.All obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company.
* * *
This Restricted Stock Unit Award Agreement will be deemed to be signed by you upon the signing by you of the Restricted Stock Unit Grant Notice to which it is attached.
CURO GROUP HOLDINGS CORP.
Restricted Stock Unit Grant Notice
CURO Group Holdings Corp. (the “Company”), pursuant to its 2017 Incentive Plan, as amended from time-to-time (the “Plan”), hereby grants to Participant Restricted Stock Units for the number of shares of the Company’s common stock set forth below. The Restricted Stock Units are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (this “Grant Notice”), the Restricted Stock Unit Agreement (attached as Attachment I) (the “Agreement”) and the Plan, both of which are incorporated herein in their entirety. Capitalized terms not defined herein but defined in the Plan or the Agreement will have the same meanings as those used in such documents. If there is any conflict between the terms in this Grant Notice and the Plan, the terms of the Plan will control.
Name of Participant: %%FIRST_NAME_MIDDLE_NAME_LAST_NAME%-%
Date of Grant: %%OPTION_DATE,'Month DD, YYYY'%-%
Number of Restricted Stock Units: %%TOTAL_SHARES_GRANTED,'999,999,999'%-%
Vesting Schedule: Provided that the Participant has not experienced a Termination prior to such date, on the day before each of the first, second and third anniversaries of the Date of Grant, a total of one-third of the Restricted Stock Units shall vest.
Issuance Schedule: Subject to any change due to a capitalization adjustment (as provided in Section 11 of the Plan), one share of Stock will be issued for each Restricted Stock Unit that vests at the time set forth in Section 6 of the Award Agreement.
Restrictive Covenants: As a condition of the grant of Restricted Stock Units hereunder, the Participant affirms all confidentiality, invention assignment or similar covenants previously made by the Participant in favor of the Company however made and acknowledges that such covenants are independent obligations of the Participant (such covenants, the “Restrictive Covenants”). The Participant acknowledges and agrees that this Grant Notice and the Restrictive Covenants are considered separate agreements, and the Restrictive Covenants will survive the termination of this Grant Notice for any reason.
Additional Terms/Acknowledgements: By electronically accepting this Restricted Stock Unit Award, the Participant acknowledges having received and reviewed in their entirety, and fully understands and agrees to all provisions of this Grant Notice, the Agreement, the Plan and the Restrictive Covenants. Participant acknowledges and agrees that this Grant Notice and the Agreement may not be modified, amended or revised except as provided in the Plan. Participant further acknowledges that, as of the Date of Grant, this Grant Notice, the Agreement, the Plan and the Restrictive Covenants set forth the entire agreement and understanding between Participant and the Company regarding the acquisition of Stock pursuant to the Award specified above and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) Restricted Stock Units previously granted and delivered to the Participant, (ii) any compensation recoupment policy that is adopted by the Company or is
otherwise required by applicable law, and (iii) any written employment or severance arrangement that would provide for vesting acceleration of this Restricted Stock Unit Award upon the terms and conditions set forth therein. By accepting this Restricted Stock Unit Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
Withholding Tax Election. Withholding Taxes shall be satisfied as provided in Section 10(a) of the Agreement.
This award of Restricted Stock Units is subject to the Participant’s signing this Grant Notice. The Participant shall forfeit the Restricted Stock Units if the Participant does not execute this Grant Notice or otherwise accept the Restricted Stock Units within 60 days of the Date of Grant, unless waived by the Company.
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CURO Group Holdings Corp. By: Signature Title: Date: | Participant By: Signature Title: |
Attachments: Restricted Stock Unit Agreement
ATTACHMENT I
CURO Group Holdings Corp.
Restricted Stock Unit Agreement
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Agreement (this “Agreement”), CURO Group Holdings Corp., a Delaware corporation (the “Company”) has granted you Restricted Stock Units (this “Award”) under its 2017 Incentive Plan (the “Plan”) for the number of Restricted Stock Units indicated in the Grant Notice.
If there is any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
The details of your Restricted Stock Unit Award, in addition to those set forth in the Grant Notice and the Plan, are as follows:
1.Grant of the Award. This Award represents the right to be issued on a future date one share of Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 below) as indicated in the Grant Notice. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by or on behalf of the Company for your benefit (the “Account”) the number of Restricted Stock Units subject to the Award. This Award was granted in consideration of your services to the Company.
2.Vesting. Subject to the limitations contained herein, your Award will vest as provided in your Grant Notice. Vesting will cease upon your Termination. Upon such Termination, the Restricted Stock Units credited to the Account that were not vested on the date of such Termination will be forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Stock.
3.Number of Shares. The number of Restricted Stock Units subject to your Award may be adjusted from time to time for capitalization adjustments, as provided in Section 11 of the Plan. Any additional Restricted Stock Units, shares, cash or other property that becomes subject to the Award pursuant to this Section 3, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units covered by your Award. Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Stock shall be created pursuant to this Section 3. Any fraction of a share will be rounded down to the nearest whole share.
4.Securities Law Compliance. You may not be issued any shares of Stock under your Award unless the shares of Stock underlying the Restricted Stock Units are then registered under the Securities Act or, if not registered, the Company has determined that such issuance of the shares would be exempt from the registration requirements of the Securities Act. The issuance of shares of Stock must also comply with all other applicable laws and regulations governing the Award, and you shall not receive such Stock if the Company determines that such receipt would not be in material compliance with such laws and regulations.
5.Transfer Restrictions. Prior to the time that shares of Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or
the shares issuable in respect of your Award, except as expressly provided in this Section 5. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units.
a.Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive the distribution of Stock or other consideration hereunder, pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this Award with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement.
b.Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company, designate a third party who, on your death, will thereafter be entitled to receive the shares issuable in respect of your Award. In the absence of such a designation, your executor or administrator of your estate will be entitled to receive any Stock or other consideration that vested but was not issued before your death.
6.Date of Issuance.
a.In the event one or more Restricted Stock Units vests, the Company shall issue to you one share of Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 above). The issuance date determined by this paragraph is referred to as the “Original Issuance Date.”
b.If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next following business day.
c.The form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.
7.Dividends. You shall be entitled to any cash dividends, stock dividends or other distribution declared that you would have received had your Restricted Stock Units been actual shares of Stock on the date of such distribution; provided, however, that the Company will retain custody of all dividends and distributions, if any (“Retained Distributions”)(and such Retained Distributions shall be subject to forfeiture and the same restrictions, terms and vesting and other conditions as are applicable to the Restricted Stock Units) until such time, if ever, as the Restricted Stock Units with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in a separate account. Any applicable Retained Distributions shall be delivered to you as soon as practicable following each applicable vesting date.
8.Restrictive Legends. The shares of Stock issued under your Award shall be endorsed with appropriate legends as determined by the Company.
9.Award Not a Service Contract. This Agreement is not an employment or service contract, and nothing in this Agreement will be deemed to create in any way
whatsoever any obligation on your part to continue in the service of the Company or an Affiliate, or of the Company or an Affiliate to continue your service. In addition, nothing in this Agreement will obligate the Company or an Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as an employee, director of or consultant for the Company or an Affiliate.
10.Withholding Obligations.
a.On or before the time you receive a distribution of the shares of Stock underlying your Award, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”) measured based on the Fair Market Value of such shares of Stock as of the trading day immediately preceding the day shares of Stock are issued to you pursuant to Section 6. The Company or any Affiliate may, in the discretion of the Company, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) causing you to sell that portion of the shares of Stock to be delivered pursuant to your Award necessary to generate a cash payment sufficient to satisfy the Withholding Taxes, and to remit such cash payment to the Company, or (ii) withholding shares of Stock from the shares of Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes. Alternatively, at your option, you may elect in advance to remit a cash payment to the Company equal to the full amount of such Withholding Taxes. Notwithstanding the foregoing, the number of such shares of Stock sold or withheld pursuant to clause (i) or (ii), or the amount of any cash payment tendered to the Company to satisfy such Withholding Taxes, will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using applicable withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, as determined by the Company.
b.Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to you any shares of Stock.
c.In the event the Company’s obligation to withhold arises prior to the delivery to you of shares of Stock or it is determined after the delivery of shares of Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.
11.Tax Consequences. You agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any of its officers, directors, employees or Affiliates related to tax liabilities arising from your Award or your other compensation.
12.Notices. Any notices provided for in your Award or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver
any documents related to participation in the Plan and this Award by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this Award, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
13.Unsecured Obligation. Your Award is unfunded, and as a holder of a vested Award, you shall be considered a general, unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares or other property pursuant to this Agreement.
14.Governing Plan Document. Your Award is subject to all the provisions of the Plan, the provisions of which are made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be adopted pursuant to the Plan. If there is any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan will control. In addition, your Award (and any compensation paid or shares issued under your Award) is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company, any compensation recovery policy otherwise required by applicable law and any stock ownership guidelines adopted by the Company from time to time.
15.Other Documents. You hereby acknowledge receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell shares only during certain “open window” periods under, and as otherwise permitted by, the Company’s insider trading policy, in effect from time to time.
16.Effect On Other Employee Benefit Plans. The value of this Award will not be included as compensation, earnings, salaries or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise provides. The Company reserves its rights to amend or terminate any of the Company’s or any Affiliate’s employee benefit plans.
17.Voting Rights. You will not have voting or any other rights as a stockholder of the Company with respect to the shares of Stock to be issued pursuant to this Award until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Award, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.
18.Severability. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible.
19.Miscellaneous.
a.The rights and obligations of the Company under your Award will be transferable to any one or more persons or entities, and all
covenants and agreements hereunder will inure to the benefit of, and be enforceable by, the Company’s successors and assigns.
b.You agree upon request to execute any further documents or instruments deemed necessary or desirable by the Company to carry out the purposes or intent of your Award.
c.You acknowledge that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.
d.This Agreement is subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
e.All obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company.
* * *
This Restricted Stock Unit Award Agreement will be deemed to be signed by you upon the signing by you of the Restricted Stock Unit Grant Notice to which it is attached.
CURO Group Holdings Corp. Announces
Fourth Quarter 2022 Financial Results
Chicago, Illinois--February 23, 2023-CURO Group Holdings Corp. (NYSE: CURO) (“CURO” or the “Company”), a tech-enabled, omni-channel consumer finance company serving a full spectrum of non-prime and prime consumers in the U.S. and Canada, today announced financial results for its fourth quarter ended December 31, 2022.
Highlights
•Gross Loans Receivables increased 34.8% year-over-year to $2.1 billion
•Goodwill impairment of $107.8 million in U.S. Direct Lending and $37.4 million in Canada POS Lending
"2022 was a historical year for CURO as we completed our transformation into a full spectrum consumer lender focused on longer-term, lower credit risk products,” said Doug Clark, Chief Executive Officer. “While the macroeconomic headwinds associated with rising interest rates and inflationary and recessionary pressures on the consumer have delayed our ability to recognize all of the benefits of our transformation, we strongly believe in the strength and foundation of our businesses and ability to provide long-term value and returns to our investors."
Consolidated Summary Results
We reported Net loss of $186.4 million ($4.60 loss per share) on total revenue of $217.2 million for the three months ended December 31, 2022, compared with Net loss of $28.9 million ($0.72 loss per share) on total revenue of $224.3 million for the three months ended December 31, 2021.
The $157.5 million increase in Net loss in the fourth quarter of 2022 compared to the same period in 2021 was primarily driven by a $174.9 million increase in other expense, offset by a favorable increase in benefit from income taxes of $12.1 million. The increase in other expense was primarily the result of a $107.8 million goodwill impairment charge recorded on the U.S. Direct Lending reporting unit during the quarter, a $37.4 million goodwill impairment charge recorded on the Canada POS Lending reporting unit, a $26.4 million increase in interest expense,$13.1 million of restructuring charges related to targeted U.S. and Canadian store closures and other cost saving initiatives and a $4.9 million net change in losses recognized on our equity method investment. The goodwill impairment charge on the U.S. Direct Lending Reporting unit was driven by rising interest rates, macroeconomic conditions and performance of recent acquisitions to date. The increase in interest expense in the fourth quarter of 2022 compared to the same period in 2021 was driven by (i) increased non-recourse asset-backed lending (ABL) borrowing to support organic loan growth and acquired portfolios, (ii) Senior Notes issued to fund in part our Q4 2021 Heights Finance acquisition, and (iii) an increase in benchmark rates on variable rate debt.
Net revenue decreased $8.3 million, or 6.4%, year over year for the three months ended December 31, 2022, primarily driven by lower interest and fees revenue attributable to our strategic change in product mix and the additional provision for loan losses driven by loan growth.
Year-over-year growth in Gross loans receivable of $539.5 million, or 34.8%, was primarily driven by an increase of $374.3 million or 81.5% in Canada POS lending as Flexiti continues to increase originations, and $111.4 million or 16.8%, due to the acquisitions of Heights Finance in Q4 2021 and First Heritage in Q3 2022 and an increase of $53.8 million, or 12.6%, for Canada Direct Lending due to organic loan growth, which was partially offset by the sale of the Legacy U.S. Direct Lending business in Q3 2022.
| | | | | | | | | | | | | | | | | |
| As of or Quarter-to-Date |
| Dec 31, | Sep 30, | Jun 30, | Mar 31, | Dec 31, |
Delinquency and Loss Ratios | 2022 | 2022 | 2022 | 2022 | 2021 |
31-60 days delinquency ratio | 2.1 | % | 2.5 | % | 2.4 | % | 2.1 | % | 2.4 | % |
61-90 days delinquency ratio | 1.2 | % | 1.5 | % | 1.8 | % | 1.9 | % | 2.0 | % |
91+ days delinquency ratio | 2.5 | % | 2.6 | % | 2.0 | % | 2.2 | % | 2.0 | % |
Net charge-offs | 14.8 | % | 13.2 | % | 24.0 | % | 23.2 | % | 24.4 | % |
Operating expense for the fourth quarter of 2022 was $126.0 million, a decrease of $13.6 million, or 9.7%, from $139.6 million in the prior year quarter primarily related to the divestiture of our Legacy U.S. Direct Lending business partially offset by the acquisitions of Heights Finance and First Heritage.
Funding and Liquidity
As of December 31, 2022, we had principal debt balances outstanding of $2.6 billion, which consisted of approximately 65.5% of fixed rate or hedged variable rate debt and 34.5% of variable rate debt. We had $73.9 million of cash and cash equivalents on the Consolidated Balance Sheet and available for general corporate purposes.
Unrestricted cash and cash equivalents, together with $125.6 million in unused borrowing capacity and $123.6 million of unencumbered Gross loans receivable, provides approximately $323.1 million in available capital resources.
About CURO
CURO Group Holdings Corp. (NYSE: CURO) is a full-spectrum consumer credit lender serving U.S. and Canadian customers for over 25 years. Our roots in the consumer finance market run deep. We’ve worked diligently to provide customers a variety of convenient, easily accessible financial services. Our decades of alternative data power a hard-to-replicate underwriting and scoring engine, mitigating risk across the full spectrum of credit products. We operate a number of brands including Cash Money®, LendDirect®, Flexiti®, Opt+®, Revolve Finance®, Heights Finance, Southern Finance, Covington Credit, Quick Credit, First Phase and First Heritage Credit.
Conference Call
CURO will host a conference call to discuss these results at 8:30 a.m. Eastern Time on Thursday, February 23, 2023. The live webcast of the call can be accessed at the CURO Investor Relations website at http://ir.curo.com/.
You may access the call at 1-833-953-2430 (1-412-317-5759 for international callers). Please ask to join the CURO Group Holdings call. A replay of the conference call will be available until March 2, 2023, at 5:00 p.m. Eastern Time. An archived version of the webcast will be available on the CURO Investors website for 90 days. You may access the conference call replay at 1-877-344-7529 (1-412-317-0088 for international callers). The replay access code is 3665641.
Final Results
The financial results presented and discussed herein are on a preliminary and unaudited basis; final audited data will be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Table 1 - Consolidated Statements of Operations
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands, unaudited) | | Three Months Ended, | | | Twelve Months Ended, |
| Dec 31, | Sep 30, | Jun 30, | Mar 31, | Dec 31, | | | Dec 31, | Dec 31, |
| 2022 | 2022 | 2022 | 2022 | 2021 | | | 2022 | 2021 |
| | | | | | | | | | |
Revenue | | | | | | | | | | |
Interest and fees revenue | | $ | 181,605 | | $ | 180,515 | | $ | 278,331 | | $ | 264,956 | | $ | 204,581 | | | | 905,407 | | 743,735 | |
Insurance premiums and commissions | | 26,831 | | 24,746 | | 18,653 | | 18,260 | | 13,389 | | | | 88,490 | | 49,411 | |
Other revenue | | 8,762 | | 8,859 | | 7,420 | | 6,980 | | 6,349 | | | | 32,021 | | 24,697 | |
Total revenue | | 217,198 | | 214,120 | | 304,404 | | 290,196 | | 224,319 | | | | 1,025,918 | | 817,843 | |
Provision for losses | | 94,849 | | 78,399 | | 129,546 | | 97,531 | | 93,640 | | | | 400,325 | | 245,668 | |
Net revenue | | 122,349 | | 135,721 | | 174,858 | | 192,665 | | 130,679 | | | | 625,593 | | 572,175 | |
Operating Expenses | | | | | | | | | | |
Salaries and benefits | | 66,067 | | 53,413 | | 82,427 | | 79,729 | | 61,762 | | | | 281,636 | | 237,109 | |
Occupancy | | 12,114 | | 12,827 | | 17,507 | | 17,037 | | 13,698 | | | | 59,485 | | 55,559 | |
Advertising | | 3,692 | | 5,244 | | 12,707 | | 10,500 | | 13,938 | | | | 32,143 | | 38,762 | |
Direct operations | | 11,832 | | 11,729 | | 20,293 | | 20,274 | | 19,504 | | | | 64,128 | | 60,056 | |
Depreciation and amortization | | 8,337 | | 9,499 | | 8,672 | | 9,814 | | 7,270 | | | | 36,322 | | 26,955 | |
Other operating expense | | 24,002 | | 23,645 | | 18,787 | | 16,377 | | 23,452 | | | | 82,811 | | 68,473 | |
Total operating expenses | | 126,044 | | 116,357 | | 160,393 | | 153,731 | | 139,624 | | | | 556,525 | | 486,914 | |
Other expense (income) | | | | | | | | | | |
Interest expense | | 54,978 | | 50,149 | | 42,193 | | 38,341 | | 28,550 | | | | 185,661 | | 97,334 | |
Loss (income) from equity method investment | | 1,932 | | 2,309 | | 1,328 | | (1,584) | | (2,982) | | | | 3,985 | | (3,658) | |
Gain from equity method investment | | — | | — | | — | | — | | — | | | | — | | (135,387) | |
Goodwill impairment | | 145,241 | | — | | — | | — | | — | | | | 145,241 | | — | |
Loss on extinguishment of debt | | 689 | | 3,702 | | — | | — | | — | | | | 4,391 | | 40,206 | |
Gain on change in fair value of contingent consideration | | — | | (11,354) | | 4,014 | | (265) | | 2,384 | | | | (7,605) | | 6,209 | |
Gain on sale of business | | — | | (68,443) | | — | | — | | — | | | | (68,443) | | — | |
Total other expense (income) | | 202,840 | | (23,637) | | 47,535 | | 36,492 | | 27,952 | | | | 263,230 | | 4,704 | |
(Loss) income before income taxes | | (206,535) | | 43,001 | | (33,070) | | 2,442 | | (36,897) | | | | (194,162) | | 80,557 | |
(Benefit) provision for income taxes | | (20,142) | | 17,348 | | (6,990) | | 1,106 | | (8,018) | | | | (8,678) | | 21,223 | |
Net (loss) income | | $ | (186,393) | | $ | 25,653 | | $ | (26,080) | | $ | 1,336 | | $ | (28,879) | | | | $ | (185,484) | | $ | 59,334 | |
| | | | | | | | | | |
Basic (loss) earnings per share | | $ | (4.60) | | $ | 0.63 | | $ | (0.65) | | $ | 0.03 | | $ | (0.72) | | | | $ | (4.59) | | $ | 1.44 | |
Diluted (loss) earnings per share | | $ | (4.60) | | $ | 0.63 | | $ | (0.65) | | $ | 0.03 | | $ | (0.72) | | | | $ | (4.59) | | $ | 1.38 | |
| | | | | | | | | | |
Weighted average common shares outstanding: | | | | | | | | | | |
Basic | | 40,488 | | 40,479 | | 40,376 | | 40,368 | | 40,254 | | | | 40,428 | | 41,155 | |
Diluted | | 40,488 | | 40,835 | | 40,376 | | 41,308 | | 40,254 | | | | 40,428 | | 43,143 | |
Table 2 - Consolidated Balance Sheets
| | | | | | | | | | | | | | | | | |
| As of |
| Dec, 31 | Sept 30, | Jun 30, | Mar 31, | Dec, 31 |
(in thousands, unaudited) | 2022 | 2022 | 2022 | 2022 | 2021 |
ASSETS |
Cash and cash equivalents | $ | 73,932 | | $ | 45,683 | | $ | 37,394 | | $ | 60,209 | | $ | 63,179 | |
Restricted cash | 91,745 | | 144,020 | | 97,465 | | 110,118 | | 98,896 | |
Gross loans receivable | 2,087,833 | | 1,894,427 | | 1,592,815 | | 1,628,568 | | 1,548,318 | |
Less: Allowance for loan losses | (122,028) | | (102,743) | | (90,286) | | (98,168) | | (87,560) | |
Loans receivable, net | 1,965,805 | | 1,791,684 | | 1,502,529 | | 1,530,400 | | 1,460,758 | |
Income taxes receivable | 21,918 | | 13,469 | | 46,450 | | 28,664 | | 31,774 | |
Prepaid expenses and other | 53,057 | | 65,167 | | 25,370 | | 40,112 | | 42,038 | |
Property and equipment, net | 31,957 | | 37,402 | | 38,752 | | 54,865 | | 54,635 | |
Investment in Katapult | 23,915 | | 25,848 | | 28,157 | | 29,484 | | 27,900 | |
Right of use asset - operating leases | 61,197 | | 64,683 | | 64,602 | | 114,305 | | 116,300 | |
Deferred tax assets | 49,893 | | 31,986 | | 23,993 | | 20,066 | | 15,639 | |
Goodwill | 276,269 | | 424,292 | | 352,990 | | 430,967 | | 429,792 | |
Intangibles, net | 123,677 | | 120,345 | | 113,130 | | 113,640 | | 109,930 | |
Other assets | 15,828 | | 12,774 | | 8,558 | | 9,535 | | 9,755 | |
Assets held for sale (1) | — | | — | | 338,779 | | — | | — | |
Total Assets | $ | 2,789,193 | | $ | 2,777,353 | | $ | 2,678,169 | | $ | 2,542,365 | | $ | 2,460,596 | |
LIABILITIES AND STOCKHOLDERS' EQUITY |
Liabilities | | | | | |
Accounts payable and accrued liabilities | $ | 73,827 | | $ | 66,723 | | $ | 81,423 | | $ | 84,783 | | $ | 121,434 | |
Deferred revenue | 32,259 | | 25,111 | | 23,425 | | 24,265 | | 21,649 | |
Lease liability - operating leases | 62,847 | | 66,370 | | 67,339 | | 120,593 | | 122,431 | |
Contingent consideration related to acquisition | 16,884 | | 15,770 | | 30,354 | | 26,687 | | 26,508 | |
Income taxes payable | — | | — | | 4 | | — | | 680 | |
Accrued interest | 38,460 | | 18,048 | | 34,970 | | 16,481 | | 34,974 | |
Liability for losses on CSO lender-owned consumer loans | — | | — | | — | | 7,166 | | 6,908 | |
Debt | 2,607,314 | | 2,449,316 | | 2,189,431 | | 2,090,085 | | 1,945,793 | |
Other long-term liabilities | 11,736 | | 11,563 | | 12,146 | | 13,679 | | 13,845 | |
Deferred tax liabilities | — | | — | | 12,360 | | 5,839 | | 6,044 | |
Liabilities held for sale (1) | — | | — | | 111,137 | | — | | — | |
Total Liabilities | $ | 2,843,327 | | $ | 2,652,901 | | $ | 2,562,589 | | $ | 2,389,578 | | $ | 2,300,266 | |
Total Stockholders' (Deficit) Equity | (54,134) | | 124,452 | | 115,580 | | 152,787 | | 160,330 | |
Total Liabilities and Stockholders' (Deficit) Equity | $ | 2,789,193 | | $ | 2,777,353 | | $ | 2,678,169 | | $ | 2,542,365 | | $ | 2,460,596 | |
| | | | | |
(1) Assets held for sale and Liabilities held for sale represent the balance, as of June 30, 2022, for assets and liabilities, respectively, associated with the sale of the U.S. Legacy Direct Lending Business. The sale of the Legacy U.S. Direct Lending business closed in July 2022. |
Table 3 - Consolidated Portfolio Performance
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands, except percentages, unaudited) | | Q4 2022 | Q3 2022 | Q2 2022(2) | Q1 2022 | | Q4 2021(1) | | | | | |
Gross loans receivable | | | | | | | | | | | | |
Revolving LOC | | $ | 1,284,515 | $ | 1,129,387 | $ | 1,128,372 | $ | 1,015,338 | | $ | 914,113 | | | | | |
Installment loans | | 803,318 | 765,040 | 652,468 | 613,230 | | 634,205 | | | | | |
Total gross loans receivable (3) | | $ | 2,087,833 | $ | 1,894,427 | $ | 1,780,840 | $ | 1,628,568 | | $ | 1,548,318 | | | | | |
| | | | | | | | | | | | |
Lending Revenue: | | | | | | | | | | | | |
Revolving LOC | | $ | 81,170 | $ | 77,037 | $ | 96,582 | $ | 91,023 | | $ | 85,558 | | | | | |
Installment loans(4) | | 100,435 | 103,478 | 181,749 | 173,933 | | 119,023 | | | | | |
Total lending revenue | | 181,605 | 180,515 | 278,331 | 264,956 | | 204,581 | | | | | |
| | | | | | | | | | | | |
Lending Provision: | | | | | | | | | | | | |
Revolving LOC | | $ | 46,745 | $ | 41,787 | $ | 40,435 | $ | 37,447 | | $ | 44,183 | | | | | |
Installment loans(5) | | 46,442 | 33,510 | 86,484 | 57,435 | | 47,529 | | | | | |
Total lending provision | | $ | 93,187 | $ | 75,297 | $ | 126,919 | $ | 94,882 | | $ | 91,712 | | | | | |
| | | | | | | | | | | | |
NCOs (6) | | | | | | | | | | | | |
Revolving LOC | | $ | 35,387 | $ | 30,907 | $ | 33,945 | $ | 34,372 | | $ | 28,324 | | | | | |
Installment loans(7) | | 38,168 | 31,372 | 71,056 | 60,386 | | 48,487 | | | | | |
Total NCOs | | $ | 73,555 | $ | 62,279 | $ | 105,001 | $ | 94,758 | | $ | 76,811 | | | | | |
| | | | | | | | | | | | |
NCO rate (annualized) (6) (8) | | | | | | | | | | | | |
Revolving LOC | | 11.6% | 10.8% | 12.8% | 14.4% | | 14.0% | | | | | |
Installment loans | | 19.6% | 17.6% | 44.8% | 38.8% | | 48.8% | | | | | |
Total NCO rate(9) | | 14.8% | 13.2% | 24.0% | 23.2% | | 24.4% | | | | | |
| | | | | | | | | | | | |
ALL rate (10) | | | | | | | | | | | | |
Revolving LOC | | 6.1% | 6.0% | 6.7% | 7.0% | | 7.5% | | | | | |
Installment loans | | 5.4% | 4.6% | 8.1% | 5.5% | | 4.2% | | | | | |
Total ALL rate (11) | | 5.8% | 5.4% | 6.7% | 6.0% | | 5.7% | | | | | |
| | | | | | | | | | | | |
31+ days past-due rate (10) | | | | | | | | | | | | |
Revolving LOC | | 3.3% | 4.1% | 4.1% | 3.7% | | 3.2% | | | | | |
Installment loans | | 9.6% | 10.2% | 9.2% | 9.0% | | 8.6% | | | | | |
Total past-due rate(12) | | 5.8% | 6.6% | 6.1% | 5.8% | | 5.5% | | | | | |
| | | | | | | | | | | | |
(1) On December 27, 2021, we acquired Heights Finance, which accounted for approximately $472 million of U.S. Direct Lending Installment loans as of December 31, 2021. As the period between December 27, 2021 and December 31, 2021 did not result in material loan performance, we have excluded Heights Finance from the table for the fourth quarter of 2021. |
(2) Includes loan balances and activity classified as Held for Sale. | |
(3) Total combined gross loans receivable including receivables from installment loans originated by third-party lenders through CSO programs and guaranteed by the Company were $1,832.2 million, $1,673.0 million and $1,594.6 million as of June 30, 2022, March 31, 2022 and December 31, 2021, respectively, including installment loans – guaranteed by the Company of $51.3 million, $44.4 million and $46.3 million as of June 30, 2022, March 31, 2022 and December 31, 2021, respectively. All balances in connection with the CSO programs were disposed of on July 8, 2022 upon the completion of the divestiture of the Legacy U.S. Direct Lending business. Total combined gross loans receivable and installment loans – guaranteed by the Company are non-GAAP measures. For a description of each non-GAAP metric, see "Non-GAAP Financial Measures.” |
(4) Includes lending revenue from installment loans originated by third-party lenders through CSO programs and guaranteed by the Company of $3.9 million, $48.3 million, $49.0 million and $47.3 million for the three months ended September 30, 2022, June 30, 2022, March 31, 2022, and December 31, 2021, respectively. All balances in connection with the CSO programs were disposed of on July 8, 2022 upon closing of the divestiture of the Legacy U.S. Direct Lending business. |
(5) Includes provision from installment loans originated by third-party lenders through CSO programs and guaranteed by the Company of $0.0, $28.3 million, $21.7 million and $26.0 million for the three months ended September 30, 2022, June 30, 2022, March 31, 2022 and December 31, 2021, respectively. All balances in connection with the CSO programs were disposed of on July 8, 2022 upon closing of the divestiture of the Legacy U.S. Direct Lending business. |
(6) NCOs presented above include $0.0 million, $0.5 million, $10.3 million, $5.0 million and $0.8 million for the three months ended December 31, 2022, September 30, 2022, June 30, 2022, March 31, 2022 and December 31, 2021, respectively, related to the purchase accounting fair value discount, which are excluded from provision. |
(7) Total consolidated NCOs included NCOs for installment loans originated by third-party lenders through CSO programs and guaranteed by the Company of $1.6 million, $27.4 million, $21.5 million and $26.1 million for the three months ended September 30, 2022, June 30, 2022, March 31, 2022 and December 31, 2021, respectively. All balances in connection with the CSO programs were disposed of on July 8, 2022 upon closing of the divestiture of the Legacy U.S. Direct Lending business. |
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(8) We calculate NCO rate as total quarterly NCOs divided by Average gross loans receivable; then we annualize the rate. The amount and timing of recoveries are impacted by our collection strategies, which are based on customer behavior and risk profile and include direct customer communications and the periodic sale of charged off loans. |
(9) Total consolidated NCO rate included the NCO rate for installment loans originated by third-party lenders through CSO programs and guaranteed by the Company was 24.8%, 228.8%, 189.6% and 232.4% for the three months ended September 30, 2022, June 30, 2022, March 31, 2022 and December 31, 2021, respectively. All balances in connection with the CSO programs were disposed of on July 8, 2022 upon closing of the divestiture of the Legacy U.S. Direct Lending business. |
(10) We calculate (i) Allowance for loan losses (ALL) rate and (ii) past-due rate as the respective totals divided by gross loans receivable at each respective quarter end. |
(11) Total consolidated CSO liability for losses for installment loans originated by third-party lenders through CSO programs and guaranteed by the Company was 15.7%, 16.1% and 14.9% for the three months ended June 30, 2022, March 31, 2022 and December 31, 2021, respectively. All balances in connection with the CSO programs were disposed of on July 8, 2022 upon closing of the divestiture of the Legacy U.S. Direct Lending business. Total consolidated ALL and CSO liability for losses rate was 7.0%, 6.3% and 8.4% for the three months ended, June 30, 2022, March 31, 2022 and December 31, 2021, respectively. |
(12) Total consolidated past-due rate included the past-due rate for installment loans originated by third-party lenders through CSO programs and guaranteed by the Company was 2.6%, 4.5% and 3.1% for the three months ended June 30, 2022, March 31, 2022 and December 31, 2021, respectively. All balances in connection with the CSO programs were disposed of on July 8, 2022 upon closing of the divestiture of the Legacy U.S. Direct Lending business. |
Table 4 - U.S. Direct Lending Segment - Operating Loss/Income
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(in thousands, unaudited) | | Three Months Ended, | | | Twelve Months Ended, |
| Dec 31, | Sep 30, | Jun 30, | Mar 31, | Dec 31, | | | Dec 31, | Dec 31, |
| 2022 | 2022 | 2022 | 2022 | 2021 | | | 2022 | 2021 |
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Total revenue | | $ | 104,182 | | $ | 107,430 | | $ | 205,711 | | $ | 198,399 | | $ | 139,002 | | | | 615,722 | | 525,962 | |
Provision for losses | | 44,117 | | 32,073 | | 97,563 | | 66,825 | | 57,925 | | | | 240,578 | | 166,033 | |
Net revenue | | 60,065 | | 75,357 | | 108,148 | | 131,574 | | 81,077 | | | | 375,144 | | 359,929 | |
Total operating expenses | | 80,803 | | 76,067 | | 115,633 | | 110,941 | | 93,085 | | | | 383,444 | | 338,708 | |
Segment operating (loss) income | | $ | (20,738) | | $ | (710) | | $ | (7,485) | | $ | 20,633 | | $ | (12,008) | | | | $ | (8,300) | | $ | 21,221 | |
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Table 5 - U.S. Direct Lending Segment - Portfolio Performance
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(in thousands, except percentages, unaudited) | | Q4 2022 | Q3 2022 | Q2 2022(2) | Q1 2022 | | Q4 2021(1) | | | | | |
Gross loans receivable | | | | | | | | | | | | |
Revolving LOC | | $ | — | $ | — | $ | 58,471 | $ | 49,077 | | $ | 52,532 | | | | | |
Installment loans | | 773,380 | 739,100 | 627,651 | 589,652 | | 137,782 | | | | | |
Total gross loans receivable (3) | | $ | 773,380 | $ | 739,100 | $ | 686,122 | $ | 638,729 | | $ | 190,314 | | | | | |
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Lending Revenue: | | | | | | | | | | | | |
Revolving LOC | | $ | — | $ | 2,210 | $ | 28,145 | $ | 26,913 | | $ | 27,911 | | | | | |
Installment loans (4) | | 88,001 | 90,834 | 169,878 | 162,824 | | 104,168 | | | | | |
Total lending revenue | | $ | 88,001 | $ | 93,044 | $ | 198,023 | $ | 189,737 | | $ | 132,079 | | | | | |
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Lending Provision: | | | | | | | | | | | | |
Revolving LOC | | $ | — | $ | — | $ | 11,831 | $ | 9,577 | | $ | 11,592 | | | | | |
Installment loans (5) | | 42,523 | 29,045 | 83,181 | 54,711 | | 44,585 | | | | | |
Total lending provision | | $ | 42,523 | $ | 29,045 | $ | 95,012 | $ | 64,288 | | $ | 56,177 | | | | | |
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NCOs (6) | | | | | | | | | | | | |
Revolving LOC | | $ | — | $ 1,140 | $ 10,248 | $ 10,055 | | $ 11,481 | | | | | |
Installment loans (7) | | 34,664 | 27,311 | 68,152 | 57,739 | | 45,729 | | | | | |
Total NCOs | | $ 34,664 | $ 28,451 | $ 78,400 | $ 67,794 | | $ 57,210 | | | | | |
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NCO rate (annualized) (6) (8) | | | | | | | | | | | | |
Revolving LOC | | —% | 15.6% | 76.4% | 79.2% | | 88.4% | | | | | |
Installment loans | | 18.4% | 16.0% | 44.8% | 63.6% | | 132.8% | | | | | |
Total NCO rate (9) | | 18.4% | 15.6% | 44.0% | 58.8% | | 97.6% | | | | | |
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ALL rate (10) | | | | | | | | | | | | |
Revolving LOC | | — | % | — | % | 25.1% | 26.7% | | 25.9% | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Installment loans | | 5.2 | % | 4.4 | % | 8.1% | 5.4% | | 17.7% | | | | | |
Total ALL rate (11) | | 5.2 | % | 4.4 | % | 8.9% | 6.6% | | 16.0% | | | | | |
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31+ days past-due rate (10) | | | | | | | | | | | | |
Revolving LOC | | — | % | — | % | 17.4% | 19.1% | | 19.2% | | | | | |
Installment loans | | 9.9 | % | 10.5 | % | 20.5% | 19.0% | | 19.0% | | | | | |
Total past-due rate(12) | | 9.9 | % | 10.5 | % | 10.1% | 10.0% | | 9.7% | | | | | |
(1) On December 27, 2021, we acquired Heights Finance, which accounted for approximately $472 million of U.S. Direct Lending Installment loans as of December 31, 2021. As the period between December 27, 2021 and December 31, 2021 did not result in material loan performance, we have excluded Heights Finance from the table for the fourth quarter of 2021. |
(2) Includes loan balances and activity classified as Held for Sale. |
(3)Total combined gross loans receivable including receivables from installment loans originated by third-party lenders through CSO programs and guaranteed by the Company were $737.4 million,$683.1 million and $236.6 million as of June 30, 2022, March 31, 2022 and December 31, 2021, respectively, including installment loans – guaranteed by the Company of $51.3 million, $44.4 million and $46.3 million as of June 30, 2022, March 31, 2022 and December 31, 2021, respectively. All balances in connection with the CSO programs were disposed of on July 8, 2022 upon closing of the divestiture of the Legacy U.S. Direct Lending business. Total combined gross loans receivable and installment loans – guaranteed by the Company are non-GAAP measures. For a description of each non-GAAP metric, see "Non-GAAP Financial Measures.” |
(4) Includes lending revenue from installment loans originated by third-party lenders through CSO programs and guaranteed by the Company of $3.9 million,$48.3 million, $49.0 million and $47.3 million for the three months ended September 30, 2022, June 30, 2022, March 31, 2022 and December 31, 2021, respectively. All balances in connection with the CSO programs were disposed of on July 8, 2022 upon closing of the divestiture of the Legacy U.S. Direct Lending business. |
(5) Includes provision from installment loans originated by third-party lenders through CSO programs and guaranteed by the Company of $28.3 million, $21.7 million and $26.0 million for the three months ended June 30, 2022, March 31, 2022 and December 31, 2021, respectively. All balances in connection with the CSO programs were disposed of on July 8, 2022 upon closing of the divestiture of the Legacy U.S. Direct Lending business. |
(6) NCOs presented above include $0.0 million, $0.5 million, $10.3 million and $5.0 million, for the three months ended December 31, 2022, September 30, 2022, June 30, 2022 and March 31, 2022, respectively, related to the purchase accounting fair value discount, which are excluded from provision. |
(7) Total NCOs included NCOs for installment loans originated by third-party lenders through CSO programs and guaranteed by the Company of $1.6 million, $27.4 million, $21.5 million and $26.07 million for the three months ended September 30, 2022, June 30, 2022, March 31, 2022 and December 31, 2021, respectively. All balances in connection with the CSO programs were disposed of on July 8, 2022 upon closing of the divestiture of the Legacy U.S. Direct Lending business. |
(8) We calculate NCO rate as total quarterly NCOs divided by Average gross loans receivable, then we annualize the rate. The amount and timing of recoveries are impacted by our collection strategies, which are based on customer behavior and risk profile and include direct customer communications and the periodic sale of charged off loans. |
(9) Total NCO rate included the NCO rate for installment loans originated by third-party lenders through CSO programs and guaranteed by the Company was 24.8%, 228.8%, 189.6% and 232.4% for the three months ended September 30, 2022, June 30, 2022, March 31, 2022 and December 31, 2021, respectively. All balances in connection with the CSO programs were disposed of on July 8, 2022 upon closing of the divestiture of the Legacy U.S. Direct Lending business. |
(10) We calculate (i) Allowance for loan losses (ALL) rate and (ii) past-due rate as the respective totals divided by gross loans receivable at each respective quarter end. |
(11)Total CSO liability for losses for installment loans originated by third-party lenders through CSO programs and guaranteed by the Company was 0%, 15.7%, 16.1% and 14.9% for the three months ended September 30, 2022, June 30, 2022, March 31, 2022 and December 31, 2021, respectively. All balances in connection with the CSO programs were disposed of on July 8, 2022 upon closing of the divestiture of the Legacy U.S. Direct Lending business. Total U.S. Direct Lending ALL and CSO liability for losses rate was 8.9%, 6.6% and 16.0% for the three months ended June 30, 2022, March 31, 2022 and December 31, 2021, respectively. |
(12) Total past-due rate included the past-due rate for installment loans originated by third-party lenders through CSO programs and guaranteed by the Company was 2.6%, 4.5% and 3.1% for the three months ended June 30, 2022, March 31, 2022 and December 31, 2021, respectively. All balances in connection with the CSO programs were disposed of on July 8, 2022 upon closing of the divestiture of the Legacy U.S. Direct Lending business. |
Table 6 - Canada Direct Lending Segment - Operating Income
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands, unaudited) | | Three Months Ended, | | | Twelve Months Ended, |
| Dec 31, | Sep 30, | Jun 30, | Mar 31, | Dec 31, | | | Dec 31, | Dec 31, |
| 2022 | 2022 | 2022 | 2022 | 2021 | | | 2022 | 2021 |
| | | | | | | | | | |
Total revenue | | $ | 77,743 | | $ | 78,979 | | $ | 75,540 | | $ | 71,488 | | $ | 70,529 | | | | 303,750 | | 257,039 | |
Provision for losses | | 33,607 | | 32,947 | | 26,021 | | 21,992 | | 23,204 | | | | 114,567 | | 54,997 | |
Net revenue | | 44,136 | | 46,032 | | 49,519 | | 49,496 | | 47,325 | | | | 189,183 | | 202,042 | |
Total operating expenses | | 30,829 | | 26,773 | | 28,332 | | 27,021 | | 27,423 | | | | 112,955 | | 103,513 | |
Segment operating income | | $ | 13,307 | | $ | 19,259 | | $ | 21,187 | | $ | 22,475 | | $ | 19,902 | | | | $ | 76,228 | | $ | 98,529 | |
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Table 7 - Canada Direct Lending Segment - Portfolio Performance
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(in thousands, except percentages, unaudited) | | Q4 2022 | Q3 2022 | Q2 2022 | Q1 2022 | | Q4 2021 | | | | | |
Gross loans receivable: | | | | | | | | | | | | |
Revolving LOC | | $ | 451,077 | $ | 439,117 | $ | 442,738 | $ | 424,485 | | $ | 402,405 | | | | | |
Installment loans | | 29,938 | 25,941 | 24,817 | 23,578 | | 24,792 | | | | | |
Total gross loans receivable | | $ | 481,015 | $ | 465,058 | $ | 467,555 | $ | 448,063 | | $ | 427,197 | | | | | |
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Lending Revenue: | | | | | | | | | | | | |
Revolving LOC | | $ | 49,915 | $ | 50,251 | $ | 47,591 | $ | 45,455 | | $ | 43,943 | | | | | |
Installment loans | | 12,434 | 12,645 | 11,868 | 11,109 | | 11,416 | | | | | |
Total lending revenue | | $ | 62,349 | $ | 62,896 | $ | 59,459 | $ | 56,564 | | $ | 55,359 | | | | | |
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Lending Provision: | | | | | | | | | | | | |
Revolving LOC | | $ | 29,620 | $ | 28,408 | $ | 22,641 | $ | 19,156 | | $ | 20,080 | | | | | |
Installment loans | | 3,919 | 4,466 | 3,303 | 2,723 | | 2,945 | | | | | |
Total lending provision | | $ | 33,539 | $ | 32,874 | $ | 25,944 | $ | 21,879 | | $ | 23,025 | | | | | |
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NCOs | | | | | | | | | | | | |
Revolving LOC | | $ | 26,715 | $ | 23,652 | $ | 20,160 | $ | 21,590 | | $ | 15,112 | | | | | |
Installment loans | | 3,504 | 4,061 | 2,904 | 2,647 | | 2,758 | | | | | |
Total NCOs | | $ | 30,219 | $ | 27,713 | $ | 23,064 | $ | 24,237 | | $ | 17,870 | | | | | |
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NCO rate (annualized) (1) | | | | | | | | | | | | |
Revolving LOC | | 24.0% | 21.6% | 18.4% | 20.8% | | 15.6% | | | | | |
Installment loans | | 50.0% | 64.0% | 48.0% | 43.6% | | 44.8% | | | | | |
Total NCO rate | | 25.6% | 23.6% | 20.0% | 22.0% | | 17.6% | | | | | |
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ALL rate (2) | | | | | | | | | | | | |
Revolving LOC | | 8.4% | 7.9% | 7.2 | % | 7.2 | % | | 8.0 | % | | | | | |
Installment loans | | 10.4% | 10.3% | 9.7 | % | 8.8 | % | | 8.0 | % | | | | | |
Total ALL rate | | 8.5% | 8.0% | 7.4 | % | 7.3 | % | | 8.0 | % | | | | | |
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31+ days past-due rate (2) | | | | | | | | | | | | |
Revolving LOC | | 4.1% | 5.1% | 4.2 | % | 4.3 | % | | 3.2 | % | | | | | |
Installment loans | | 1.9% | 1.0% | 0.8 | % | 1.0 | % | | 0.9 | % | | | | | |
Total past-due rate | | 4.0% | 4.8% | 4.0 | % | 4.1 | % | | 3.1 | % | | | | | |
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(1) We calculate NCO rate as total quarterly NCOs divided by Average gross loans receivable; then we annualize the rate. The amount and timing of recoveries are impacted by our collection strategies, which are based on customer behavior and risk profile and include direct customer communications and the periodic sale of charged off loans. |
(2) We calculate ALL rate and past-due rate as the respective totals divided by gross loans receivable at each respective quarter end. |
Table 8 - Canada POS Lending Segment - Operating Loss/Income
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(in thousands, unaudited) | | Three Months Ended, | | | Twelve Months Ended, |
| Dec 31, | Sep 30, | Jun 30, | Mar 31, | Dec 31, | | | Dec 31, | Dec 31, |
| 2022 | 2022 | 2022 | 2022 | 2021 | | | 2022 | 2021 |
| | | | | | | | | | |
Total revenue | | $ | 35,273 | | $ | 27,710 | | $ | 23,154 | | $ | 20,309 | | $ | 14,788 | | | | 106,446 | | 34,842 | |
Provision for losses | | 17,125 | | 13,378 | | 5,963 | | 8,714 | | 12,511 | | | | 45,180 | | 24,638 | |
Net revenue | | 18,148 | | 14,332 | | 17,191 | | 11,595 | | 2,277 | | | | 61,266 | | 10,204 | |
Total operating expenses | | 14,412 | | 13,519 | | 16,427 | | 15,768 | | 19,116 | | | | 60,126 | | 44,693 | |
Segment operating income (loss) | | $ | 3,736 | | $ | 813 | | $ | 764 | | $ | (4,173) | | $ | (16,839) | | | | $ | 1,140 | | $ | (34,489) | |
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Table 9 - Canada POS Lending Segment - Portfolio Performance
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(in thousands, except percentages, unaudited) | | Q4 2022 | Q3 2022 | Q2 2022 | Q1 2022 | | Q4 2021 | | | | | |
Revolving LOC | | | | | | | | | | | | |
Total gross loans receivable | | $ | 833,438 | $ | 690,270 | $ | 627,163 | $ | 541,776 | | $ | 459,176 | | | | | |
Total lending revenue | | $ | 31,255 | $ | 24,575 | $ | 20,846 | $ | 18,655 | | $ | 13,704 | | | | | |
Total lending provision | | $ | 17,125 | $ | 13,379 | $ | 5,963 | $ | 8,714 | | $ | 12,511 | | | | | |
NCOs (1) | | $ | 8,672 | $ | 6,114 | $ | 3,537 | $ | 2,727 | | $ | 1,731 | | | | | |
NCO rate (annualized) (1)(2) | | 4.4 | % | 3.6 | % | 2.4 | % | 2.0 | % | | 2.0 | % | | | | | |
ALL rate (3) | | 4.9 | % | 4.8 | % | 4.5 | % | 5.1 | % | | 4.8 | % | | | | | |
31+ days past-due rate (3) | | 2.9 | % | 3.6 | % | 2.8 | % | 1.8 | % | | 1.5 | % | | | | | |
(1) NCOs presented above include $0.8 million for the three months ended December 31, 2021 of NCOs related to the purchase accounting fair value discount, which are excluded from provision. |
(2) We calculate NCO rate as total quarterly NCOs divided by Average gross loans receivable then annualized the rate. The amount and timing of recoveries are impacted by our collection strategies, which are based on customer behavior and risk profile and include direct customer communications and the periodic sale of charged off loans. |
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(3) We calculate ALL rate and past-due rate as the respective totals divided by gross loans receivable at each respective quarter end. |
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Non-GAAP Financial Measures
In addition to the financial information prepared in conformity with U.S. GAAP, we provide certain “non-GAAP financial measures,” including:
•Adjusted Net Income ("ANI") and Adjusted Earnings Per Share, or the Adjusted Earnings Measures (net income plus or minus certain legal and other costs, income or loss from equity method investment, goodwill and intangible asset impairments, transaction-related costs, restructuring costs, loss on extinguishment of debt, adjustments related to acquisition accounting, share-based compensation, intangible asset amortization, gain on sale of business, changes in fair value of contingent consideration, certain tax adjustments and cumulative tax effect of applicable adjustments, on a total and per share basis); and
•Gross Combined Loans Receivable (includes loans originated by third-party lenders through CSO programs which are not included in the Consolidated Financial Statements). As a result of the sale of the Legacy U.S. Direct Lending business, we no longer guarantee loans originated by third-party lenders through CSO programs.
We believe that presentation of non-GAAP financial information is meaningful and useful in understanding the activities and business metrics of our operations. We believe that these non-GAAP financial measures reflect an additional way of viewing aspects of the business that, when viewed with our U.S. GAAP results, provide a more complete understanding of factors and trends affecting the business.
We believe that investors regularly rely on non-GAAP financial measures to assess operating performance and that such measures may highlight trends in the business that may not otherwise be apparent when relying on financial measures calculated in accordance with U.S. GAAP. In addition, we believe that the adjustments shown above are useful to investors to allow them to compare our financial results during the periods shown without the effect of each of these income or expense items. In addition, we believe that these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of public companies in our industry, many of which present non-GAAP financial measures when reporting their results.
In addition to reporting loans receivable information in accordance with U.S. GAAP, we provide Gross Combined Loans Receivable consisting of owned loans receivable plus loans originated by third-party lenders through the CSO programs, which we guaranteed but do not include in the Consolidated Financial Statements. Management believes this analysis provides investors with important
information needed to evaluate overall lending performance. As noted above, we no longer provide these guarantees to third-party lenders as a result of the sale of the Legacy U.S. Direct Lending business.
Non-GAAP financial measures should not be considered as alternatives to income, segment operating income or any other performance measure derived in accordance with U.S. GAAP, or as an alternative to cash flows from operating activities or any other liquidity measure derived in accordance with U.S. GAAP. Readers should consider the information in addition to, but not instead of or superior to, the financial statements prepared in accordance with U.S. GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.
Description and Reconciliations of Non-GAAP Financial Measures
Non-GAAP financial measures have limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analysis of our income or cash flows as reported under U.S. GAAP. Some of these limitations are:
•they do not include cash expenditures or future requirements for capital expenditures or contractual commitments;
•they do not include changes in, or cash requirements for, working capital needs;
•they do not include the interest expense, or the cash requirements necessary to service interest or principal payments on debt;
•depreciation and amortization are non-cash expense items reported in the statements of cash flows; and
•other companies in our industry may calculate these measures differently, limiting their usefulness as comparative measures.
We calculate Adjusted Earnings per Share utilizing diluted shares outstanding at quarter-end. If we record a loss under U.S. GAAP, shares outstanding utilized to calculate Diluted Loss per Share are equivalent to basic shares outstanding. Shares outstanding utilized to calculate Adjusted Earnings per Share reflect the number of diluted shares we would have reported if reporting net income under U.S. GAAP. If we record an Adjusted Loss per Share, shares outstanding utilized to calculate Diluted Loss per Share are equivalent to basic shares outstanding.
We believe investors use the non-GAAP measures we present to analyze operating performance and to evaluate our ability to incur and service debt and the capacity for making capital expenditures.
Table 10 - Reconciliation of Net Income and Diluted Earnings per Share to Adjusted Net Income and Adjusted Diluted Earnings per Share, non-GAAP measures
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended, | | Twelve Months Ended, |
| | Dec 31, | Sept 30, | Jun 30, | Mar 31, | Dec 31, | | Dec 31, | Dec 31, |
(in thousands, except per share data, unaudited) | | 2022 | 2022 | 2022 | 2022 | 2021 | | 2022 | 2021 |
Net (loss) income | | $ | (186,393) | | $ | 25,653 | | $ | (26,080) | | $ | 1,336 | | $ | (28,879) | | | ($ 185,484) | | $ 59,334 | |
Adjustments: | | | | | | | | | |
Restructuring costs (1) | | 13,084 | | 739 | | 1,146 | | 1,069 | | 1,303 | | | 16,038 | | 12,717 | |
Legal and other costs (2) | | 406 | | 46 | | 950 | | 87 | | 1,764 | | | 1,489 | | 2,134 | |
Loss (income) from equity method investment (3) | | 1,932 | | 2,309 | | 1,328 | | (1,584) | | (2,982) | | | 3,985 | | (3,658) | |
Gain from equity method investment (4) | | — | | — | | — | | — | | — | | | — | | (135,387) | |
Transaction costs (5) | | 1,116 | | 10,063 | | (168) | | 168 | | 8,924 | | | 11,179 | | 15,406 | |
Acquisition-related adjustments (6) | | (2,713) | | (2,883) | | 3,371 | | 221 | | 4,162 | | | (2,004) | | 13,949 | |
Change in fair value of contingent consideration (7) | | — | | (11,355) | | 4,014 | | (264) | | 2,384 | | | (7,605) | | 6,209 | |
Loss on extinguishment of debt (8) | | 689 | | 3,702 | | — | | — | | — | | | 4,391 | | 42,262 | |
Share-based compensation (9) | | 3,998 | | 1,448 | | 4,417 | | 4,093 | | 3,828 | | | 13,956 | | 13,976 | |
Intangible asset amortization (10) | | 3,101 | | 3,151 | | 3,524 | | 2,977 | | 1,811 | | | 12,753 | | 6,282 | |
Gain on sale of business (11) | | — | | (68,443) | | — | | — | | — | | | (68,443) | | — | |
Goodwill impairment (12) | | 145,241 | | — | | — | | — | | — | | | 145,241 | | — | |
Cumulative tax effect of adjustments (13) | | (12,745) | | 23,677 | | (3,788) | | (1,828) | | (4,603) | | | 5,316 | | 8,455 | |
Adjusted net (loss) income | | $ | (32,284) | | $ | (11,893) | | $ | (11,286) | | $ | 6,275 | | $ | (12,288) | | | $ | (49,188) | | $ 41,679 | |
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Net (loss) income | | $ | (186,393) | | $ | 25,653 | | $ | (26,080) | | $ | 1,336 | | $ | (28,879) | | | ($ 185,484) | | $ 59,334 | |
Diluted weighted average shares outstanding | | 40,488 | | 40,835 | | 40,376 | | 41,308 | | 40,254 | | | 40,428 | | 43,143 | |
Adjusted diluted weighted average shares outstanding | | 40,488 | | 40,835 | | 40,376 | | 41,308 | | 42,389 | | | 40,428 | | 43,143 | |
Diluted (loss) earnings per share | | $ | (4.60) | | $ | 0.63 | | $ | (0.65) | | $ | 0.03 | | $ | (0.72) | | | $ | (4.59) | | $ | 1.38 | |
Per share impact of adjustments to net income (loss) | | 3.80 | | (0.92) | | 0.37 | | 0.12 | | 0.43 | | | 3.37 | | (0.41) | |
Adjusted diluted (loss) earnings per share | | $ | (0.80) | | $ | (0.29) | | $ | (0.28) | | $ | 0.15 | | $ | (0.29) | | | ($ 1.22) | | $ 0.97 | |
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(1) | Restructuring costs primarily related to U.S. and Canada store closures and other cost saving initiatives. |
(2) | Legal and other costs primarily related to settlement costs related to certain legal matters. |
(3) | Share of Katapult's U.S. GAAP net income or loss, recognized on a one quarter lag. |
(4) | Gain on investment in Katapult recorded as a result of the completion of its reverse merger with FinServ. |
(5) | Transaction costs primarily related to the sale of the Legacy U.S. Direct Lending business in July 2022, the acquisition of First Heritage in July 2022 and the acquisition of Heights Finance in December 2021. |
(6) | During 2022, acquisition-related adjustments related to the Heights Finance and First Heritage acquisitions.
During 2022 and 2021, acquisition-related adjustments related to the Flexiti acquisition. |
(7) | Adjustments related to the fair value of the contingent consideration related to the acquisition of Flexiti. |
(8) | On July 30, 2021, we entered into new 7.50% Senior Secured Notes due 2028, which were used on August 12, 2021 to extinguish the 8.25% Senior Secured Notes due 2025. During the three and nine months ended December 30, 2021, $40.2 million from the loss on the extinguishment of debt was due to the early redemption of the 8.25% Senior Secured Notes due 2025. An additional $2.1 million of interest was incurred for the year ended December 30, 2021, which represents interest on the 8.25% Senior Secured Notes due 2025 for the period between July 30, 2021 and August 12, 2021, the period during which the 8.25% Senior Secured Notes and 7.50% Senior Secured Notes were outstanding.
During three months September 30, 2022, $3.1 million of the loss on extinguishment of debt was due to the early extinguishment of the U.S. SPV on July 8, 2022 upon the completion of the divestiture of our Legacy U.S.Direct Lending business to Community Choice Financial, and $0.6 million was due to the extinguishment of the Heights Finance SPV on July 15, 2022.
During three months December 31, 2022, $0.7 million of the loss on extinguishment of debt was due to the Flexiti SPF loan settlement. |
(9) | Estimated fair value of share-based awards was recognized as non-cash compensation expense on a straight-line basis over the vesting period. |
(10) | Intangible asset amortization primarily included amortization of identifiable intangible assets established in connection with the acquisitions of Flexiti in March 2021, Heights Finance in December 2021 and First Heritage in July 2022. |
(11) | Gain on the divestiture of its Legacy U.S. Direct Lending business to Community Choice Financial in July 2022. |
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(12) | Goodwill impairment charge of $107.8 million recorded on the U.S. Direct Lending reporting unit and $37.4 million recorded on the Canada POS Lending reporting unit during the fourth quarter of 2022. |
(13) | Cumulative tax effect of adjustments included in Reconciliation of Net (loss) income to Adjusted net (loss) income table is calculated using the estimated incremental tax rate by country. |
Forward-Looking Statements
This press release contains forward-looking statements. These forward-looking statements include projections, estimates and assumptions about various matters, such as future financial and operational performance, including our ability to provide long-term value and return to our investors, reduction in operating expenses and our belief in the usefulness of the various non-GAAP financial measures used in this release. In addition, words such as “guidance,” “estimate,” “anticipate,” “believe,” “forecast,” “step,” “plan,” “predict,” “focused,” “project,” “is likely,” “expect,” "anticipate," “intend,” “should,” “will,” “confident,” variations of such words and similar expressions are intended to identify forward-looking statements. Our ability to achieve these forward-looking statements is based on certain assumptions, judgments and other factors, both within and outside of our control, that could cause actual results to differ materially from those in the forward-looking statements, including: risks relating to the uncertainty of projected financial and operational information and forecasts, including errors in our internal forecasts; our ability to manage growth; our dependence on third-party lenders to provide the cash we need to fund our loans and our ability to affordably access third-arty financing; our level of indebtedness; the effects of competition on our business; our ability to attract and retain customers; global economic, market, financial, political or health conditions or events; actions of regulators and the negative impact of those actions on our business; our ability to successfully integrate acquired businesses; our ability to protect our proprietary technology and analytics and keep up with that of our competitors; disruption of our information technology systems that adversely affect our business operations; ineffective pricing of the credit risk of our prospective or existing customers; inaccurate information supplied by customers or third parties that could lead to errors in judging customers’ qualifications to receive loans; improper disclosure of customer personal data; failure of third parties who provide products, services or support to us; disruption to our relationships with banks and other third-party electronic payment solutions providers as well as other factors discussed in our filings with the Securities and Exchange Commission. These projections, estimates and assumptions may prove to be inaccurate in the future. These forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. There may be additional risks that we presently do not know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual future results. We undertake no obligation to update, amend or clarify any forward-looking statement for any reason.
All product names, logos, brands, trademarks and registered trademarks are property of their respective owners.
Investor Relations:
Izzy Dawood
Chief Financial Officer
Phone: 844-200-0342
Email: IR@curo.com
(CURO-NWS)
4th Quarter Earnings Presentation February 23, 2023
All product names, logos, brands, trademarks and registered trademarks are property of their respective owners. Confidential & Proprietary Disclaimer 2 IMPORTANT: You must read the following information before continuing to the rest of the presentation, which is being provided to you for informational purposes only. FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements. These forward-looking statements include projections, estimates and assumptions about various matters such as such as future financial and operational performance, including the first quarter 2023 and long-term targets set forth on slides 14 and 15, respectively. In addition, words such as “estimate,” “believe,” “forecast,” “predict,” “project,” “intend,” “should,” variations of such words and similar expressions are intended to identify forward-looking statements. Our ability to achieve these forward-looking statements is based on certain assumptions, judgments and other factors, both within and outside of our control, that could cause actual results to differ materially from those in the forward-looking statements, including, risks relating to the uncertainty of projected financial information and forecasts, the effects of competition on our business; our ability to attract and retain customers; global economic, market, financial, political or public health conditions or events; our dependence on third-party lenders to provide the cash we need to fund our loans and our ability to affordably access third-party financing; our level of indebtedness; our ability to integrate acquired businesses; the impact of regulations on our business; our ability to protect our proprietary technology and analytics; disruption of our information technology systems; improper disclosure of customer personal data as well as other factors discussed in our filings with the Securities and Exchange Commission. The foregoing factors, as well as other existing risk factors and new risk factors that emerge from time to time, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual future results. Furthermore, the Company undertakes no obligation to update, amend or clarify forward-looking statements. NON-GAAP FINANCIAL MEASURES In addition to the financial information prepared in conformity with U.S. GAAP, we provide certain “non-GAAP financial measures.” Such measures are intended as a supplemental measure of our performance that are not required by, or presented in accordance with, GAAP. We present these non-GAAP financial measures because we believe that, when viewed with our GAAP results and the accompanying reconciliation, such measures provide useful information for comparing our performance over various reporting periods as they remove from our operating results the impact of items that we believe do not reflect our core operating performance. These non- GAAP financial measures are not substitutes for any GAAP financial measure and there are limitations to using them. Although the Company believes that these non-GAAP financial measures can make an evaluation of our operating performance more consistent because they remove items that do not reflect our core operations, other companies in the Company’s industry may define their own non-GAAP financial measures differently or use different measures. As a result, it may be difficult to use any non-GAAP financial measure to compare the performance of other companies to our performance. The non-GAAP financial measures presented in these slides should not be considered as measures of the income generated by our business or discretionary cash available to us to invest in the growth of our business. Our management compensates for these limitations by reference to GAAP results and using these non-GAAP financial measures as supplemental measures. Reconciliation of non-GAAP metrics to the closest comparable GAAP metrics are included on slides 14 and 15. All product names, logos, brands, trademarks and registered trademarks are property of their respective owners.
Q4 2022 Highlights 31 Comprised of senior fixed rate notes and hedged variable rate debt Strengthen our Foundation • ~$200 million in unrestricted cash and unused committed debt capacity as of Dec-31-22 • Two-thirds fixed rate debt1, and long- term maturity on our Senior notes Execute with Excellence • ~9% headcount reduction and 89 branches closed • Centralized late-stage collections for the U.S. Direct Lending business Grow Responsibly • Quarter end gross loan receivables balances grew 10%, to $2.1 billion, primarily in Canada POS. • Improved delinquency metrics due to continued tightening of underwriting standards to reflect the current credit environment, coupled with improved servicing and collections
Disciplined loan growth across all lines of business 4 Highlights: Q4 growth in gross loans receivable was primarily driven by: • $143 million of growth in Canada POS balances • $34 million of growth in U.S. Direct Lending business • $16 million of growth in Canada Direct Lending business (USD, $Millions) 662 639 686 739 773 427 448 468 465 481 459 542 627 690 833$1,548 $1,629 $1,781 $1,894 $2,088 4Q21 1Q22 2Q22 3Q22 4Q22 Gross Loans Receivable U.S. Direct Lending Canada Direct Lending Canada POS * Legacy U.S. Direct Lending business was sold and First Heritage Credit was acquired 1 Includes loans held for sale associated with the sale of the U.S. Legacy Direct Lending business * 1
$57 $68 $78 $28 $35 97.6% 58.8% 44.0% 15.6% 18.4% 4Q21 1Q22 2Q22 3Q22 4Q22 U.S. Direct Lending1,2 NCO NCO % (annualized) Net Charge-offs remain elevated 5 Highlights: • Net charge-offs increased sequentially reflecting a return to normalized performance • U.S. Direct Lending charge-offs decreased vs 4Q21 primarily as a result of selling the Legacy U.S. Direct Lending business which was comprised of shorter- term, higher credit risk loans * Legacy U.S. Direct Lending business was sold and First Heritage Credit was acquired 1 Includes activity related to the sale of charged-off loans of $1.2 million and $5.0 million in 4Q22 and 3Q22, respectively 2 Includes net charge-off activity and loans associated with our sold Legacy U.S. Direct Lending business ($Millions) $2 $3 $4 $6 $9 2.0% 2.0% 2.4% 3.6% 4.4% 4Q21 1Q22 2Q22 3Q22 4Q22 Canada POS NCO NCO % (annualized) * $18 $24 $23 $28 $30 17.6% 22.0% 20.0% 23.6% 25.6% 4Q21 1Q22 2Q22 3Q22 4Q22 Canada Direct Lending NCO NCO % (annualized)
Delinquency rates showing improvement 6 ($Millions) $7 $10 $18 $25 $25 1.9% 2.2% 2.8% 3.6% 2.9% 4Q21 1Q22 2Q22 3Q22 4Q22 Canada POS 31+ Days Past Due 31+ Days Past Due % $13 $19 $19 $22 $19 3.1% 4.1% 4.0% 4.8% 4.0% 4Q21 1Q22 2Q22 3Q22 4Q22 Canada Direct Lending 31+ Days Past Due 31+ Days Past Due % $68 $68 $75 $78 $77 9.7% 10.0% 10.1% 10.5% 9.9% 4Q21 1Q22 2Q22 3Q22 4Q22 U.S. Direct Lending1 31+ Days Past Due 31+ Days Past Due % * 31+ Days Past Due * Legacy U.S. Direct Lending business was sold and First Heritage Credit was acquired 1 Includes loans held for sale associated with the sale of the U.S. Legacy Direct Lending business
% Change ($Millions) 4Q22 3Q22 4Q21 Q/Q Y/Y Revenue 217 214 224 1% -3% Interest Expense 55 50 29 10% 93% Net Interest Income 162 164 196 -1% -17% Operating Expenses 126 116 140 8% -10% Other Expense (Income) 148 (74) (1) -300% # Pre-provision (Loss) Income (112) 121 57 -192% -297% Net Charge-offs1 74 62 76 19% -3% Credit Changes2 21 17 18 28% 21% Pre-tax (Loss) Income, Post-provison (207) 43 (37) -580% 460% Provision (Benefit) for Income Taxes (20) 17 (8) -216% 151% Net (Loss) Income (186) 26 (29) Diluted EPS (4.60)$ 0.63$ (0.72)$ Key Performance Metrics Pre-tax Loss, Post-provison (207) NCO % 15% 13% 24% Exclude: Goodwill impairment 145 Net Interest Margin, Post-Charge-offs3 18% 22% 39% Exclude: Restructuring exp. 13 OpEx Ratio4 25% 25% 46% Modified Pre-tax Loss, Post-provision (48) Average Gross Receivables 1,991 1,838 1,215 Summary Q4 Results 7 Results impacted by goodwill impairment and mix shift Trends: • Revenue decreased vs prior year primarily due to our strategic shift to longer-term, lower yielding, but more favorable credit risk products • Interest expense increased sequentially and year-over-year primarily due to increased non- recourse borrowing to support loan growth and rising benchmark rates • Net charge-offs declined year-over- year due to product mix shift, but increased sequentially reflecting a return to normalized performance • Operating and Other Expenses increased sequentially primarily due to a $145 million goodwill impairment charge and restructuring expenses of $13 million# - Not meaningful Note: The above table may not sum due to rounding 1 NCOs presented above exclude $0.0 million, $0.5 million, and $0.8 million for the three months ended December 31, 2022, September 30, 2022, and December 31, 2021, respectively, related to the purchase accounting fair value discount, which are excluded from provision. 2 Includes changes in allowance for loan losses, see Appendix for Reconciliation of Non-GAAP Metrics 3 Net Interest Margin, Post Charge-offs = ((Net Interest Income) – (Net Charge-offs)) / (Average Receivables); annualized 4 Operating Expense Ratio: (Operating Expenses / Average Receivables); annualized
Q4 Segment Results 8 Note: • U.S. Direct Lending includes a $108 million goodwill impairment and a $13 million restructuring expense • Canada POS includes a $37 million goodwill impairment • U.S. Direct Lending interest expense also includes interest on the Senior Notes • Excluding the impact of goodwill impairment and restructuring expenses, Total Direct Lending had a pre-tax loss of $37 million Note: The above table may not sum due to rounding 1 Includes costs of centralized functions (i.e. IT, HR, Legal, Finance, etc.) 2 Total of the U.S. Direct Lending and Canada Direct Lending segments 3 Net Interest Margin, post-charge-offs = ((Net Interest Income) – (Net Charge-offs)) / (Average Receivables), annualized 4 Operating Expense Ratio: (Operating Expenses / Average Receivables); annualized Direct Lending ($Millions) U.S.1 Canada Total Direct Lending2 Canada Point of Sale Total Revenue 104 78 182 35 217 Interest Expense 33 8 41 14 55 Net Interest Income 71 70 141 21 162 Operating Expenses 81 31 112 14 126 Other Expense 2 - 2 1 3 Goodwill Impairment 108 - 108 37 145 Pre-provision (Loss) Income (120) 39 (81) (31) (112) Net Charge-offs 35 30 65 9 74 Credit Changes 9 3 13 8 21 Pre-tax (Loss) Income, Post-provision (164) 6 (158) (48) (207) Gross Loans Receivables 773 481 1,254 833 2,088 Key Performance Metrics NCO % 18% 26% 21% 4% 15% Net Interest Margin, post-charge-offs3 19% 34% 25% 7% 18% OpEx Ratio4 n/a n/a 36% 8% 25% Average Gross Receivables 756 473 1,229 762 1,991
Increased allowance for loan growth and credit normalization 9 (USD, $Millions) $88 $98 $120 $103 $122 5.7% 6.0% 6.7% 5.4% 5.8% 4Q21 1Q22 2Q22 3Q22 4Q22 Allowance for Loan Losses Allowance, as a % of Gross Loans Receivable Highlights: • The increase in allowance rate was primarily driven by loan growth across all loan portfolios, as well as continued orderly credit normalization as customers return to pre-pandemic payment behaviors • The Company has adopted CECL effective January 1, 2023 * * Legacy U.S. Direct Lending business was sold and First Heritage Credit was acquired 1 Includes loans held for sale associated with the sale of the U.S. Legacy Direct Lending business 1
$119 $157 $157 $102 $89 39% 40% 37% 22% 18% 0% 20% 40% 60% 80% 100% 120% 140% 160% 180% 200% 4Q21 1Q22 2Q22 3Q22 4Q22 Net Interest Income, Post charge-offs Net Interest Margin, Post Charge-offs Net Interest Margin decreased due to strategic shift to higher credit quality loan products 10 (USD, $Millions) Highlights: • Net Interest Income and Net Interest Margin decreased year-over-year due to the sale of the Legacy U.S. Direct Lending business, as well as margin compression due to rising rates, partially offset by the acquisition of Heights Finance and First Heritage Credit • Net Interest Income and Net Interest Margin decreased sequentially due to credit tightening and portfolio repositioning in response to current macroeconomic conditions, as well as margin compression due to rising rates * * Legacy U.S. Direct Lending business was sold and First Heritage Credit was acquired 1 Includes loans held for sale associated with the sale of the U.S. Legacy Direct Lending business 2 Net Interest Margin, Post Charge-offs = ((Net Interest Income) – (Net Charge-offs)) / (Average Receivables), annualized 2 1
57.8% 50.7% 51.4% 34.9% 36.3% 32.1% 4Q21 1Q22 2Q22 3Q22 4Q22 4Q22 Direct Lending2 OpEx Ratio % Continued focus on improving efficiency 11 Operating Expenses % Change ($Millions) 4Q22 3Q22 4Q21 Q/Q Y/Y Salaries and Benefits 66 53 62 23.7% 7.0% Occupancy 12 13 14 -5.6% -11.6% Advertising Expense 4 5 14 -29.6% -73.5% Direct Operations 12 12 20 0.9% -39.3% Amortization and Depreciation 8 10 7 -12.2% 14.7% Other 24 24 23 1.5% 2.3% Operating Expenses 126 116 140 8.3% -9.7% Highlights: The increase in Q4 is primarily due to $13 million restructuring costs * * Legacy U.S. Direct Lending business was sold and First Heritage Credit was acquired Note: The above table may not sum due to rounding 1 OpEx Ratio = (Operating Expenses) / (Average Receivables); annualized 2 Direct Lending Segment = U.S. Direct Lending + Canada Direct Lending 3 Excludes $13 million of restructuring charges 20.1% 12.6% 11.2% 8.2% 7.6% 4Q21 1Q22 2Q22 3Q22 4Q22 Canada POS OpEx Ratio % OpEx Ratio1 3
12 ~Two-thirds of our debt is effectively fixed rate 66% 34% Fixed1 vs Variable of Funded Debt Fixed Variable (Millions, rounded) Fixed / Variable Maturity Date Effective Interest Rate Borrowing Capacity Outstanding as of 12/31/22 Corporate Debt: 7.50% Senior Secured Notes Fixed Aug-28 7.50% n/a $1,000.0 Funding Debt: Heights SPV Variable Jul-25 1-Mo SOFR + 4.25% $425.0 $401.0 First Heritage SPV Variable Jul-25 1-Mo SOFR + 4.25% $225.0 $183.0 Flexiti SPV(2,3) Fixed Sep-25 WA rate of 8.07% $394.0(4) $344.0 Flexiti Securitization(3) Fixed Dec-25 1-Mo CDOR + 3.59% $388.0(4) $388.0 Canada SPV Variable Aug-26 3-Mo CDOR + 6.00% $295.0(4) $295.0 CURO Canada(5) Revolver Variable On- demand Canada Prime +1.95% $3.7(4) - Senior Revolver Variable Aug-23 1-Mo SOFR + 5.00% $40.0 $35.0 1 Comprised of senior fixed rate notes and hedged variable rate debt 2 The weighted average interest rate does not include the impact of the amortization of deferred loan origination costs or debt discounts 3 Each of these facilities has swap agreements 4 Flexiti SPV, Flexiti Securitization, Canada SPV and CURO Canada Revolver borrowing capacity are denominated in CAD but were converted to USD using a 12/31/22 rate of 0.7365 5 On December 21, 2022 the maximum amount of the CURO Canada Revolving Credit Facility was reduced from C$10.0 million to C$5.0 million, and the facility was cancelled on January 6, 2023. Debt Summary
Leverage and Liquidity 13 * Legacy U.S. Direct Lending business was sold and First Heritage Credit was acquired 1 See Appendix for definition of Net Leverage and Interest Coverage, which are Non-GAAP financial measures 2 Includes amounts classified as held for sale associated with the sale of the U.S. Legacy Direct Lending business 3 Represents facility commitments, less funded amounts Highlights: Net Leverage increased sequentially and vs prior year due to additional debt funding to support loan growth 708 631 445 306 126 99 110 105 144 92 63 60 48 46 74 4Q21 1Q22 2Q22 3Q22 4Q22 Liquidity and Capacity Unused Capacity Restricted Cash Unrestricted Cash * * (USD, $Millions) 3 15.7x 8.2x 8.6x 11.1x 14.6x 1.1x 1.6x 1.5x 1.1x 0.8x 4Q21 1Q22 2Q22 3Q22 4Q22 Net Leverage & Interest Coverage1 Net Leverage Interest Coverage Ratio Highlights: Cash levels remain consistent, and capacity has decreased to fund growth in Canada POS 2
Q1 Outlook 14 Strengthen our Foundation Enhance liquidity and lending capacity Execute with Excellence • Improve operating leverage • Centralize loan servicing Grow Responsibly • Quality asset growth • Stabilize NIM Receivables: $XX-$XX OpEx Ratio: $XX-$XX Additional Liquidity and Capacity: ~$100 million 1Q23 Targets Receivables: $2.00-$2.05 billion Revenue: $195-$215 million Net Charge-offs1: 15%-17% Operating Expenses: Flat vs 4Q22 1 Guidance includes approximately $20 million of charge-offs that will not be in the reported results, as we harmonize operations and policies
Long-term targets leading to sustainable growth 15 Strengthen our Foundation • Enhance our liquidity position • Manage liquidity to a minimum run-rate level • Create a long-term Net Leverage target Execute with Excellence • Manage our expenses effectively • Improve operating leverage • Centralized loan servicing • New procurement programs • Continued alignment of org Grow Responsibly • Quality asset growth • Omni-channel originations • New locations / state expansion • Expand product offerings Receivables Growth Net Interest Margin1 OpEx Ratio Net Leverage 1 Net Interest Margin, Post Charge-offs = ((Net Interest Income) – (Net Charge-offs)) / (Average Receivables); annualized
16 Appendix
Reconciliation of Non-GAAP Metrics: Net Leverage and Interest Coverage Ratio 17 1 Includes changes in allowance for loan losses 2 Goodwill impairment charge recorded on the U.S Direct Lending and Canada POS reporting units during the fourth quarter of 2022 3 Estimated fair value of share-based awards was recognized as non-cash compensation expense on a straight-line basis over the vesting period 4 Share of Katapult's U.S. GAAP net loss (income), recognized on a one quarter lag 5 Gain on the divestiture of the Legacy U.S. Direct Lending business in July 2022 6 Adjustments related to the fair value of the contingent consideration related to the acquisition of Flexiti 7 Restructuring costs resulted from U.S. and CDL store closures and related costs and certain severance payments to eliminate duplicate rolls 8 Transaction costs relate to the sale of the Legacy U.S. Direct Lending business and acquisition of First Heritage in July 2022 9 Total Debt includes debt issuance costs (USD, $Millions) 4Q21 1Q22 2Q22 3Q22 4Q22 Net Income Before Tax (37) 2 (33) 43 (207) Exclude Credit Changes1 18 8 35 17 21 Exclude Interest Expense 29 38 42 50 55 Exclude non-recurring/non-cash items: Goodwill Impairment2 - - - - 145 Amortization and Depreciation 7 10 9 10 8 Share-based compensation3 4 4 4 1 4 Loss (income) from equity method investment4 (3) (2) 1 2 2 Gain on sale of business5 - - - (68) - Change in fair value of contingent consideration6 2 (0) 4 (11) - Restructuring Costs7 1 1 1 1 13 Transaction Costs8 9 0 (0) 10 1 Adjusted Earnings Before Provision, Interest and Taxes (a) 30 62 63 54 43 Total Debt9 1,946 2,090 2,189 2,449 2,607 Unrestricted Cash 63 60 48 46 74 Net Debt (b) 1,883 2,030 2,188 2,404 2,533 Net Leverage (b)/(a), annualized 15.7x 8.2x 8.6x 11.1x 14.6x Interest Expense (c) 29 38 42 50 55 Interest Coverage Ratio (a)/(c) 1.1x 1.6x 1.5x 1.1x 0.8x
Reconciliation of Non-GAAP Metrics: Credit Changes Net Charge-offs and Credit Changes 4Q21 1Q22 2Q22 3Q22 4Q22 Net Charge-offs (adjusted for purchase accounting1) 76 90 95 62 74 Credit Changes 18 8 35 17 21 Provision for Losses 94 98 130 78 95 1 NCOs presented above excludes $0.0 million, $0.5 million, $10.3 million, $5.0 million and $0.8 million for the three months ended December 31, 2022, September 30, 2022, June 30, 2022, March 31, 2022 and December 31, 2021, respectively, related to the purchase accounting fair value discount, which are excluded from provision. 18