Enova International Inc
For the period ended Dec 31, 2023. Filed Feb 23, 2024.
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FY2023 · Filed Feb 23, 2024
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Item 15. Exhibits, Financial Statement Schedules
The following consolidated financial statements are filed in Item 8 of Part II of this report:
| Financial Statements: | |
|---|---|
| Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP; PCAOB ID No. 34) | 65 |
| Consolidated Balance Sheets – December 31, 2023 and 2022 | 67 |
| Consolidated Statements of Income – Years Ended December 31, 2023, 2022 and 2021 | 69 |
| Consolidated Statements of Comprehensive Income – Years Ended December 31, 2023, 2022 and 2021 | 70 |
| Consolidated Statements of Stockholders’ Equity – Years Ended December 31, 2023, 2022 and 2021 | 71 |
| Consolidated Statements of Cash Flows – Years Ended December 31, 2023, 2022 and 2021 | 72 |
| Notes to Consolidated Financial Statements | 73 |
| Exhibit No. · Exhibit Description · Form · File No. · Exhibit · Filing Date · FiledHerewith | |||||
|---|---|---|---|---|---|
| 2.1 | Separation and Distribution Agreement between Cash America International, Inc. and Enova International, Inc. | 8-K | 001-35503 | 2.1 | 11/19/2014 |
| 2.2 | Agreement and Plan of Merger dated as of July 28, 2020, among Enova International, Inc., Energy Merger Sub, Inc. and On Deck Capital, Inc. | 8-K | 001-35503 | 2.1 | 12/28/2020 |
| 3.1 | Enova International, Inc. Amended and Restated Certificate of Incorporation | 8-K | 001-35503 | 3.1 | 7/28/2023 |
| 3.2 | Enova International, Inc. Amended and Restated Bylaws | 8-K | 001-35503 | 3.1 | 11/17/2017 |
| 4.1 | Specimen common stock certificate | 10-12B | 001-35503 | 4.1 | 10/2/2014 |
| 4.2 | Description of the Registrant’s Securities | 10-K | 001-35503 | 4.2 | 2/27/2020 |
| 4.3 | Indenture, dated as of September 1, 2017, by and among Enova International, Inc., each of the guarantors party thereto and Computershare Trust Company, N.A., as trustee and the Form of 8.500% Senior Note due 2024 (included as Exhibit A). | 8-K | 001-35503 | 4.1 | 9/8/2017 |
| 4.4 | Indenture, dated as of September 19, 2018, by and among Enova International, Inc., each of the guarantors party thereto and Computershare Trust Company, N.A., as trustee and the Form of 8.500% Senior Note due 2025 | 10-Q | 001-35503 | 4.1 | 10/31/2018 |
| 4.5 | Base Indenture, dated as of May 5, 2021, by and among OnDeck Asset Securitization Trust III LLC as Issuer and Deutsche Bank Trust Company Americas, as Indenture Trustee of Asset Backed Notes (Issuable in Series of Notes) | 10-Q | 001-35503 | 4.1 | 8/2/2021 |
| 4.6 | Series 2021-1 Indenture Supplement dated as of May 5, 2021 to Base Indenture dated as of May | 10-Q | 001-35503 | 4.2 | 8/2/2021 |
| 5, 2021, by and among OnDeck Asset Securitization Trust III LLC as Issuer and Deutsche Bank Trust Company Americas, as Indenture Trustee of up to $500,000,000 of Asset Backed Notes | ||||||
|---|---|---|---|---|---|---|
| 4.7 | Base Indenture, dated as of July 27, 2023, by and between OnDeck Asset Securitization IV, LLC, as Issuer and Deutsche Bank Trust Company Americas, as Indenture Trustee of Asset Backed Notes (Issuable in Series of Notes) | 10-Q | 001-35503 | 4.1 | 10/25/2023 | |
| 4.8 | Series 2023-1 Indenture Supplement dated as of July 27, 2023 to Base Indenture dated as of July 27, 2023, by and between OnDeck Asset Securitization IV, LLC, as Issuer and Deutsche Bank Trust Company Americas, as Indenture Trustee of up to $378,417,000 of Asset Backed Notes | 10-Q | 001-35503 | 4.2 | 10/25/2023 | |
| 4.9 | Supplemental Indenture, dated as of October 4, 2023 to Indenture dated as of September 19, 2018, by and among Enova International, Inc., each of the guarantors party thereto and Computershare Trust Company, N.A., as trustee of 8.500% Senior Notes due 2025 | X | ||||
| 4.10 | Indenture, dated as of December 6, 2023, by and among Enova International, Inc., each of the guarantors party thereto and Computershare Trust Company, N.A., as trustee and the Form of 11.25% Senior Note due 2028 (included as Exhibit A). | 8-K | 001-35503 | 4.1 | 12/11/2023 | |
| 10.1 | Enova International, Inc. 2014 Long-Term Incentive Plan* | 10-Q | 001-35503 | 10.1 | 11/14/2014 | |
| 10.2 | Enova International, Inc. First Amended and Restated 2014 Long-Term Incentive Plan* | DEF 14A | 001-35503 | Appendix A | 4/7/2016 | |
| 10.3 | Enova International, Inc. Senior Executive Bonus Plan* | DEF 14A | 001-35503 | Appendix B | 4/7/2016 | |
| 10.4 | Enova International, Inc. Amended and Restated Senior Executive Bonus Plan* | 10-Q | 001-35503 | 10.1 | 7/31/2019 | |
| 10.5 | Enova International, Inc. Supplemental Executive Retirement Plan, as amended and restated effective September 13, 2017* | 10-Q | 001-35503 | 10.1 | 11/1/2017 | |
| 10.6 | Amended and Restated Enova International, Inc. Nonqualified Savings Plan* | 8-K | 001-35503 | 10.1 | 5/16/2023 | |
| 10.7 | Form of Enova International, Inc. Severance Pay Plan for Executives* | 10-12B | 001-35503 | 10.12 | 10/2/2014 | |
| 10.8 | Form of Enova International, Inc. Senior Executive Bonus Plan* | 10-12B | 001-35503 | 10.13 | 10/2/2014 | |
| 10.9 | Summary of 2014 Terms and Conditions of the Enova International, Inc. Short-Term Incentive Plan* | 10-12B | 001-35503 | 10.14 | 10/2/2014 | |
| 10.10 | Enova International, Inc. Amended and Restated Annual Short Term Incentive Plan* | 10-Q | 001-35503 | 10.2 | 7/31/2019 | |
| 10.11 | Form of Executive Change-in-Control Severance and Restrictive Covenant Agreement (Chief Executive Officer)* | 10-K | 001-35503 | 10.12 | 2/28/2022 | |
| 10.12 | Form of Executive Change-in-Control Severance and Restrictive Covenant Agreement (Executive Officers other than the CEO)* | 10-K | 001-35503 | 10.13 | 2/28/2022 | |
| 10.13 | Form of Enova International, Inc. Second Amended and Restated 2014 Long-Term Incentive Plan Award Agreement for Grant of Restricted Stock Units | 10-Q | 001-35503 | 10.1 | 7/29/2020 | |
| 10.14 | Form of Enova International, Inc. Third Amended and Restated 2014 Long-Term Incentive Plan Award Agreement for Grant of Restricted Stock Units | X | ||||
| 10.15 | Form of Enova International, Inc. Third Amended and Restated 2014 Long-Term Incentive Plan Award Agreement for Special Grant of Nonqualified Stock Option with a Limited Stock Appreciation Right | X | ||||
| 10.16 | Lease Agreement, dated July 25, 2014, between 175 Jackson L.L.C. and Enova International, Inc. | 10-12B | 001-35503 | 10.11 | 10/22/2014 | |
| 10.17 | Second Amendment to Lease Agreement, dated September 13, 2017, between 175 Jackson L.L.C. and Enova International, Inc. | 10-Q | 001-35503 | 10.2 | 11/1/2017 | |
| 10.18 | Credit Agreement among Enova International, Inc., as a Borrower and the Parent, certain restricted subsidiaries of the Parent from time to time party hereto, as Borrowers, certain restricted subsidiaries of the Parent from time to time party hereto, as Guarantors, the lenders party hereto, and TBK Bank, SSB, as Administrative Agent and Collateral Agent Dated as of June 30, 2017(3) | 10-Q | 001-35503 | 10.1 | 8/2/2017 | |
| 10.19 | First Amendment to Credit Agreement among Enova International, Inc., as a Borrower and the Parent, certain restricted subsidiaries of the Parent from time to time party hereto, as Borrowers, certain restricted subsidiaries of the Parent from time to time party hereto, as Guarantors, the lenders party hereto, and TBK Bank, SSB, as Administrative Agent and Collateral Agent dated as of April 13, 2018 | 10-Q | 001-35503 | 10.1 | 8/01/2018 | |
| 10.20 | Second Amendment to Credit Agreement among Enova International, Inc., as a Borrower and the Parent, certain restricted subsidiaries of the Parent from time to time party hereto, as Borrowers, certain restricted subsidiaries of the Parent from time to time party hereto, as Guarantors, the lenders party hereto, and TBK | 10-K | 001-35503 | 10.27 | 2/27/2019 | |
| Bank, SSB, as Administrative Agent and Collateral Agent dated as of October 5, 2018 | |||||
|---|---|---|---|---|---|
| 10.21 | Loan and Security Agreement, dated July 23, 2018, by and between Pacific Western Bank and EFR 2018-1, LLC | 10-Q | 001-35503 | 10.1 | 10/31/2018 |
| 10.22 | Receivables Purchase Agreement, dated July 23, 2018 by and between EFR 2018-1, LLC, as purchaser, and NetCredit Funding, LLC, as seller | 10-Q | 001-35503 | 10.2 | 10/31/2018 |
| 10.23 | Purchase Agreement by and among Enova International, Inc., the Guarantors party thereto and Credit Suisse Securities (USA) LLC, as Representative of the Initial Purchasers listed therein, dated September 14, 2018 | 10-Q | 001-35503 | 10.3 | 10/31/2018 |
| 10.24 | Loan and Security Agreement, dated October 23, 2018, by and between Credit Suisse AG and EFR 2018-2, LLC | 10-K | 001-35503 | 10.34 | 2/27/2019 |
| 10.25 | Third Amendment to Credit Agreement among Enova International, Inc., as a Borrower and the Parent, certain restricted subsidiaries of the Parent from time to time party hereto, as Borrowers, certain restricted subsidiaries of the Parent from time to time party hereto, as Guarantors, the lenders party hereto, and TBK Bank, SSB, as Administrative Agent and Collateral Agent dated as of July 1, 2019 | 10-Q | 001-35503 | 10.3 | 7/31/2019 |
| 10.26 | Amendment No. 5 to Fourth Amended and Restated Credit Agreement, dated as of December 24, 2020, among Receivable Assets of OnDeck, LLC, as Borrower, the Lenders party thereto and Truist Bank, as Administrative Agent (Portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K.) | 10-K | 001-35503 | 10.36 | 2/26/2021 |
| 10.27 | Fifth Amendment, Consent and Joinder to Credit Agreement and Amendment to Security Agreement by and among Enova International, Inc., the other borrowers and guarantors party thereto, the lenders party hereto, and TBK Bank, SSB, as Administrative Agent and Collateral Agent, dated as of May 10, 2021 | 10-Q | 001-35503 | 10.1 | 8/2/2021 |
| 10.28 | Amendment No. 6 to Fourth Amended and Restated Credit Agreement, dated as of July 16, 2021, among Receivable Assets of OnDeck, LLC, as Borrower, the Lenders party thereto and Truist Bank, as Administrative Agent | 10-Q | 001-35503 | 10.1 | 10/29/2021 |
| 10.29 | Amendment to Loan and Security Agreement, dated July 23, 2021, by and between Credit Suisse AG and EFR 2018 2, LLC | 10-Q | 001-35503 | 10.2 | 10/29/2021 |
| 10.30 | Amendment to Loan and Security Agreement, dated September 15, 2021, by and between Pacific Western Bank and EFR 2018 1, LLC | 10-Q | 001-35503 | 10.3 | 10/29/2021 |
| 10.31 | Credit agreement dated as of November 17, 2021 among OnDeck Receivables 2021, LLC, various lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent and Deutsche Bank Trust Company Americas, as Paying Agent | 10-K | 001-35503 | 10.39 | 2/28/2022 |
| 10.32 | Second Amendment to Loan and Security Agreement, dated March 14, 2022, by and between Credit Suisse AG and EFR 2018-2, LLC | 10-Q | 001-35503 | 10.1 | 5/3/2022 |
| 10.33 | Amendment No. 7 to Fourth Amended and Restated Credit Agreement, dated as of March 18, 2022, among Receivable Assets of OnDeck, LLC, as Borrower, the Lenders party thereto and Truist Bank, as Administrative Agent | 10-Q | 001-35503 | 10.2 | 5/3/2022 |
| 10.34 | Second Amendment to Loan and Security Agreement, dated March 24, 2022, by and between Pacific Western Bank and EFR 2018-1, LLC | 10-Q | 001-35503 | 10.3 | 5/3/2022 |
| 10.35 | First Amendment to Credit Agreement, dated March 29, 2022 among OnDeck Receivables 2021, LLC, various lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent and Deutsche Bank Trust Company Americas, as Paying Agent | 10-Q | 001-35503 | 10.4 | 5/3/2022 |
| 10.36 | Amended and Restated Credit Agreement among Enova International, Inc., as a Borrower and the Parent, certain restricted subsidiaries of the Parent from time to time party hereto, as Borrowers, certain restricted subsidiaries of the Parent from time to time party hereto, as Guarantors, the Lenders party hereto, and Bank of Montreal, as Administrative Agent and Collateral Agent dated as of June 23, 2022 | 10-Q | 001-35503 | 10.1 | 7/29/2022 |
| 10.37 | Credit Agreement dated June 30, 2022 among OnDeck Receivables 2022, LLC, various lenders, and BMO Capital Markets Corp., as Administrative Agent and Collateral Agent, and Deutsche Bank Trust Company Americas, as Paying Agent | 10-Q | 001-35503 | 10.2 | 7/29/2022 |
| 10.38 | Note Issuance and Purchase Agreement among NetCredit Receivables 2022, LLC as Issuer, Citibank, N.A. as Collateral Agent and Paying Agent, Jefferies Funding LLC as Initial Note Purchaser, each of note purchasers from time to time party hereto, and Jefferies Funding LLC, as Administrative Agent dated as of October 21, 2022 | 10-K | 001-35503 | 10.46 | 2/24/2023 |
| 10.39 | Third Amendment to Credit Agreement, dated November 18, 2022, among OnDeck Receivables 2021, LLC, various lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent and Deutsche Bank Trust Company Americas, as Paying Agent | 10-K | 001-35503 | 10.47 | 2/24/2023 |
| 10.40 | Amendment No. 8 to Fourth Amended and Restated Credit Agreement, dated as of November 18, 2022, among Receivable Assets of OnDeck, LLC, as Borrower, the Lenders party thereto and Truist Bank, as Administrative Agent | 10-K | 001-35503 | 10.48 | 2/24/2023 | |
| 10.41 | Third Amendment to Lease Agreement, dated March 21, 2023, between Mark Zettl, as Court Appointed Receiver, and Enova International, Inc. | 10-Q | 001-35503 | 10.1 | 4/28/2023 | |
| 10.42 | Credit Agreement, dated May 25, 2023, among HWC Receivables 2023, LLC as Company, various lenders, Headway Capital, LLC as Originator and BNP Paribas as Administrative Agent and Collateral Agent and Deutsche Bank Trust Company Americas as Paying Agent | 10-Q | 001-35503 | 10.1 | 7/28/2023 | |
| 10.43 | First Amendment to Amended and Restated Credit Agreement among Enova International, Inc., as a Borrower and the Parent, certain restricted subsidiaries of the Parent from time to time party hereto, as Borrowers, certain restricted subsidiaries of the Parent from time to time party hereto, as Guarantors, the Lenders party hereto, and Bank of Montreal, as Administrative Agent and Collateral Agent dated as of October 19, 2023 | X | ||||
| 10.44 | Amendment No. 7 to Credit Agreement, dated November 15, 2023, among OnDeck Receivables 2021, LLC, various lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent and Deutsche Bank Trust Company Americas, as Paying Agent | X | ||||
| 21.1 | Subsidiaries of Enova International, Inc. | X | ||||
| 23.1 | Consent of Deloitte & Touche LLP | X | ||||
| 31.1 | Certification of Chief Executive Officer | X | ||||
| 31.2 | Certification of Chief Financial Officer | X | ||||
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97.1 | Enova International, Inc. Policy for The Recovery of Erroneously Awarded Incentive Compensation | X | ||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.(1) | X(2) | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document(1) | X(2) |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X(2) |
- Indicates management contract or compensatory plan, contract or arrangement.
(1)
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2023 and December 31, 2022; (ii) Consolidated Statements of Income for the years ended December 31, 2023, December 31, 2022 and December 31, 2021; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, December 31, 2022 and December 31, 2021; (iv) Consolidated Statements of Stockholders’ Equity at December 31, 2023, December 31, 2022 and December 31, 2021; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2023, December 31, 2022 and December 31, 2021; and (vi) Notes to Consolidated Financial Statements.
(2)
Submitted electronically herewith.
(3)
Portions of this document have been omitted pursuant to a confidential treatment request approved by the SEC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.