Enova International Inc
For the period ended Jun 30, 2024. Filed Jul 24, 2024.
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Jun 30, 2024 · Filed Jul 24, 2024
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Notes to Consolidated Financial Statements
- Signifi cant Accou nting Policies
Nature of the Company
Enova International, Inc. and its subsidiaries (collectively, the “Company”) operate an internet-based lending platform to serve customers in need of cash to fulfill their financial responsibilities. Through a network of direct and indirect marketing channels, the Company offers funds to its customers through a variety of loan and finance receivable products that are primarily unsecured. The business is operated primarily through the internet to provide convenient, fully-automated financial solutions to its customers. The Company provides financing to small businesses through either installment loans or line of credit accounts and originates, guarantees or purchases consumer installment loans and line of credit accounts. The Company also provides services related to third-party lenders’ consumer loan products in some markets by acting as a credit services organization or credit access business on behalf of consumers in accordance with applicable state laws (“CSO program”).
Basis of Presentation
The consolidated financial statements of the Company included herein have been prepared on the basis of accounting principles generally accepted in the United States (“GAAP”) and reflect the historical results of operations and cash flows of the Company during each respective period. The consolidated financial statements include goodwill and intangible assets arising from businesses previously acquired. The financial information included herein may not be indicative of the consolidated financial position, operating results, changes in stockholders’ equity and cash flows of the Company in the future. Intercompany transactions are eliminated.
The Company consolidates any VIE where it has been determined it is the primary beneficiary. The primary beneficiary is the entity which has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance as well as the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE.
The consolidated financial statements presented as of June 30, 2024 and 2023 and for the three and six-month periods ended June 30, 2024 and 2023 are unaudited but, in management’s opinion, include all adjustments necessary for a fair presentation of the results for such interim periods. Operating results for the three and six-month periods are not necessarily indicative of the results that may be expected for the full fiscal year.
These consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 and related notes, which are included on Form 10-K filed with the SEC on February 23, 2024.
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the consolidated balance sheets (in thousands):
| June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| Cash and cash equivalents | $60,138 | $100,042 |
| Restricted cash | 211,167 | 161,619 |
| Total cash, cash equivalents and restricted cash | $271,305 | $261,661 |
Loans and Finance Receivables
The Company utilizes the fair value option on its entire loan and finance receivable portfolio. As such, loans and finance receivables are carried at fair value in the consolidated balance sheet with changes in fair value recorded in the consolidated income statement. To derive the fair value, the Company generally utilizes discounted cash flow analyses that factor in estimated losses, prepayments, utilization rates and servicing costs over the estimated duration of the underlying assets. Loss, prepayment, utilization and servicing cost assumptions are determined using historical data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that the Company believes a market participant would require. Accrued and unpaid interest and fees are included in “Loans and finance receivables at fair value” in the consolidated balance sheets.
If a loan is renewed or refinanced, the renewal or refinanced loan is considered a new loan. The Company generally does not consider modifications that do not necessitate the customer to sign a new loan agreement to be new loans.
Current and Delinquent Loans and Finance Receivables
The Company classifies its loans and finance receivables as either current or delinquent. When a customer does not make a scheduled payment in full as of the due date, the receivable is considered delinquent. For the OnDeck portfolio, there is no accrual of interest income on loans when the customer misses their most recent payment. Excluding the OnDeck portfolio, there is no accrual of interest income on loans when a customer falls more than one payment behind. Loans may be returned to accrual status if the customer rectifies and the loan no longer meets non-accrual criteria. The Company allows for normal payment processing time before considering a loan delinquent but does not provide for any additional grace period.
The Company offers certain forbearance options on its loan products with features such as payment deferrals without the incurrence of additional finance charges or late fees. If a loan is deemed to be current and the customer makes a deferral or payment modification, the loan is still deemed to be current until the next scheduled payment is missed.
For the consumer portfolio, the Company generally charges off a loan or finance receivable when it becomes 65 days delinquent. If deemed uncollectible prior to this, it is charged off at that point. For the small business portfolio, the Company generally charges off a loan or finance receivable when it is probable that it will be unable to collect all of the remaining principal payments, which is generally after 90 days of delinquency and 30 days of non-activity. Recoveries on loans and finance receivables that were previously charged off are generally recognized when collected or sold.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. In accordance with Accounting Standards Codification (“ASC”) 350, Goodwill, the Company tests goodwill and intangible assets with an indefinite life for potential impairment annually as of October 1 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount.
The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In assessing the qualitative factors, management considers relevant events and circumstances including but not limited to macroeconomic conditions, industry and market environment, overall financial performance of the Company, cash flow from operating activities, market capitalization and stock price. If the Company determines that the quantitative impairment test is required, management uses the income approach to complete its annual goodwill assessment. The income approach uses future cash flows and estimated terminal values for the Company that are discounted using a market participant perspective to determine the fair value, which is then compared to the carrying value to determine if there is impairment. The income approach includes assumptions about revenue growth rates, operating margins and terminal growth rates discounted by an estimated weighted-average cost of capital derived from other publicly-traded companies that are similar but not identical from an operational and economic standpoint.
Revenue Recognition
The Company recognizes revenue based on the financing products and services it offers and on loans it acquires. “Revenue” in the consolidated statements of income primarily includes interest income, statement and draw fees on line of credit accounts, fees for services provided through the Company’s CSO program (“CSO fees”), revenue on receivables purchase agreements (“RPAs”), origination fees, and other fees as permitted by applicable laws and pursuant to the agreement with the customer. Interest income is generally recognized on an effective yield basis over the contractual term of the loan on installment loans or the estimated outstanding period of the draw on line of credit accounts. Statement fees on line of credit accounts are similar to interest charges and are generally recognized similarly to interest income. Draw fees on line of credit accounts are generally recognized at the time of draw. Revenue on RPAs is recognized over the projected delivery term of the agreement. CSO fees are recognized over the term of the loan. Origination fees are charged to customers on certain installment loan products and are recognized upon origination.
Marketing Expenses
Marketing expenses consist of digital costs, lead purchase costs and offline marketing costs such as television and direct mail advertising. All marketing expenses are expensed as incurred.
Equity Method Investments
On February 24, 2021, the Company contributed the platform-as-service business assumed in the OnDeck acquisition to Linear Financial Technologies Holding LLC (“Linear”) in exchange for ownership units in that entity. The Company records its interest in Linear under the equity method of accounting. As of June 30, 2024 and 2023 and December 31, 2023, the carrying value of the Company’s investment in Linear was $16.1 million, $16.0 million and $16.1 million, respectively, which the Company has included in “Other assets” on the consolidated balance sheets.
In December 2021, the Company sold a portion of its interest in On Deck Capital Australia PTY LTD (“OnDeck Australia”). Prior to this, the Company had consolidated the financial position and results of operations of OnDeck Australia under the voting interest model. Subsequent to the transaction, the Company owns a 20% equity interest in OnDeck Australia and no longer has control over the entity; as such, the Company has deconsolidated OnDeck Australia from its financial statements and now records its interest under the equity method of accounting. As of June 30, 2024 and 2023 and December 31, 2023, the Company's investment in OnDeck Australia hadno carrying value.
Equity method income has been included in “Equity method investment loss” in the consolidated income statements.
Variable Interest Entities
As part of the Company’s overall funding strategy and as part of its efforts to support its liquidity from varying sources, the Company has established a securitization program through several securitization facilities. The Company transfers certain loan receivables to VIEs, which issue notes backed by the underlying loan receivables and are serviced by another wholly-owned subsidiary of the Company. The cash flows from the loans held by the VIEs are used to repay obligations under the notes.
The Company is required to evaluate the VIEs for consolidation. The Company has the ability to direct the activities of the VIEs that most significantly impact the economic performance of the entities as the servicer of the securitized loan receivables. Additionally, the Company has the right to receive residual payments, which expose it to potentially significant losses and returns. Accordingly, the Company determined it is the primary beneficiary of the VIEs and is required to consolidate them. The assets and liabilities related to the VIEs are included in the Company’s consolidated financial statements and are accounted for as secured borrowings.
- Loans and Finance Receivables
Revenue generated from the Company’s loans and finance receivables for thethree and six months ended June 30, 2024 and 2023 was as follows (dollars in thousands):
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| June 30, | June 30, | |||
| 2024 | 2023 | 2024 | 2023 | |
| Consumer loans and finance receivables revenue | $367,558 | $302,264 | $732,289 | $583,275 |
| Small business loans and finance receivables revenue | 251,782 | 190,459 | 488,259 | 384,915 |
| Total loans and finance receivables revenue | 619,340 | 492,723 | 1,220,548 | 968,190 |
| Other | 9,096 | 6,708 | 17,777 | 14,497 |
| Total revenue | $628,436 | $499,431 | $1,238,325 | $982,687 |
Loans and Finance Receivables at Fair Value
The components of Company-owned loans and finance receivables at June 30, 2024 and 2023 and December 31, 2023 were as follows (dollars in thousands):
| Small | |||
|---|---|---|---|
| Consumer | Business | Total | |
| Principal balance - accrual | $1,056,193 | $2,098,129 | $3,154,322 |
| Principal balance - non-accrual | 120,534 | 148,796 | 269,330 |
| Total principal balance | 1,176,727 | 2,246,925 | 3,423,652 |
| Accrued interest and fees | 109,028 | 37,046 | 146,074 |
| Loans and finance receivables at fair value - accrual | 1,398,890 | 2,455,039 | 3,853,929 |
| Loans and finance receivables at fair value - non-accrual | 22,924 | 62,306 | 85,230 |
| Loans and finance receivables at fair value | $1,421,814 | $2,517,345 | $3,939,159 |
| Difference between principal balance and fair value | $245,087 | $270,420 | $515,507 |
| Small | |||
|---|---|---|---|
| Consumer | Business | Total | |
| Principal balance - accrual | $889,545 | $1,616,953 | $2,506,498 |
| Principal balance - non-accrual | 93,843 | 156,601 | 250,444 |
| Total principal balance | 983,388 | 1,773,554 | 2,756,942 |
| Accrued interest and fees | 85,354 | 15,261 | 100,615 |
| Loans and finance receivables at fair value - accrual | 1,159,607 | 1,855,793 | 3,015,400 |
| Loans and finance receivables at fair value - non-accrual | 8,437 | 68,608 | 77,045 |
| Loans and finance receivables at fair value | $1,168,044 | $1,924,401 | $3,092,445 |
| Difference between principal balance and fair value | $184,656 | $150,847 | $335,503 |
| Small | |||
|---|---|---|---|
| Consumer | Business | Total | |
| Principal balance - accrual | $1,019,057 | $1,860,419 | $2,879,476 |
| Principal balance - non-accrual | 119,871 | 155,388 | 275,259 |
| Total principal balance | 1,138,928 | 2,015,807 | 3,154,735 |
| Accrued interest and fees | 107,747 | 34,600 | 142,347 |
| Loans and finance receivables at fair value - accrual | 1,358,734 | 2,172,404 | 3,531,138 |
| Loans and finance receivables at fair value - non-accrual | 22,050 | 75,979 | 98,029 |
| Loans and finance receivables at fair value | $1,380,784 | $2,248,383 | $3,629,167 |
| Difference between principal balance and fair value | $241,856 | $232,576 | $474,432 |
As of June 30, 2024 and 2023 and December 31, 2023, the aggregate fair value of loans and finance receivables that were 90 days or more past due was $33.5 million, $17.4 million and $24.3 million, respectively, of which, $14.7 million, $17.0 million and $23.6 million, respectively, was in non-accrual status. The aggregate unpaid principal balance for loans and finance receivables that were 90 days or more past due was $78.2 million, $41.1 million and $43.6 million, respectively.
Changes in the fair value of Company-owned loans and finance receivables during thethree and six months ended June 30, 2024 and 2023 were as follows (dollars in thousands):
| Small | |||
|---|---|---|---|
| Consumer | Business | Total | |
| Balance at beginning of period | $1,347,165 | $2,448,045 | $3,795,210 |
| Originations or acquisitions(1) | 477,846 | 918,014 | 1,395,860 |
| Interest and fees(2) | 367,558 | 251,782 | 619,340 |
| Repayments | (603,296) | (1,008,527) | (1,611,823) |
| Charge-offs, net(3) | (161,171) | (107,215) | (268,386) |
| Net change in fair value(3) | (2,840) | 15,246 | 12,406 |
| Effect of foreign currency translation | (3,448) | — | (3,448) |
| Balance at end of period | $1,421,814 | $2,517,345 | $3,939,159 |
| Small | |||
|---|---|---|---|
| Consumer | Business | Total | |
| Balance at beginning of period | $1,062,867 | $1,940,499 | $3,003,366 |
| Originations or acquisitions(1) | 385,513 | 711,658 | 1,097,171 |
| Interest and fees(2) | 302,264 | 190,459 | 492,723 |
| Repayments | (467,443) | (836,035) | (1,303,478) |
| Charge-offs, net(3) | (131,198) | (83,772) | (214,970) |
| Net change in fair value(3) | 15,252 | 1,592 | 16,844 |
| Effect of foreign currency translation | 789 | — | 789 |
| Balance at end of period | $1,168,044 | $1,924,401 | $3,092,445 |
| Small | |||
|---|---|---|---|
| Consumer | Business | Total | |
| Balance at beginning of period | $1,380,784 | $2,248,383 | $3,629,167 |
| Originations or acquisitions(1) | 885,109 | 1,877,949 | 2,763,058 |
| Interest and fees(2) | 732,289 | 488,259 | 1,220,548 |
| Repayments | (1,225,016) | (1,926,150) | (3,151,166) |
| Charge-offs, net(3) | (348,590) | (206,494) | (555,084) |
| Net change in fair value(3) | 1,600 | 35,398 | 36,998 |
| Effect of foreign currency translation | (4,362) | — | (4,362) |
| Balance at end of period | $1,421,814 | $2,517,345 | $3,939,159 |
| Small | |||
|---|---|---|---|
| Consumer | Business | Total | |
| Balance at beginning of period | $1,083,062 | $1,935,466 | $3,018,528 |
| Originations or acquisitions(1) | 666,064 | 1,481,822 | 2,147,886 |
| Interest and fees(2) | 583,275 | 384,915 | 968,190 |
| Repayments | (934,976) | (1,715,218) | (2,650,194) |
| Charge-offs, net(3) | (287,470) | (159,987) | (447,457) |
| Net change in fair value(3) | 56,873 | (2,597) | 54,276 |
| Effect of foreign currency translation | 1,216 | — | 1,216 |
| Balance at end of period | $1,168,044 | $1,924,401 | $3,092,445 |
(1)Originations or acquisitions is presented on a cost basis.
(2)Included in “Revenue” in the consolidated statements of income.
(3)Included in “Change in Fair Value” in the consolidated statements of income.
Guarantees of Consumer Loans
In connection with its CSO program, the Company guarantees consumer loan payment obligations to an unrelated third-party lender for consumer loans and is required to purchase any defaulted loans it has guaranteed. The guarantee represents an obligation to purchase specific loans that go into default. As of June 30, 2024 and 2023 and December 31, 2023, the consumer loans guaranteed by the Company had an estimated fair value of$17.3 million,$19.1 million and$18.5 million, respectively, and an outstanding principal balance of$12.5 million,$14.2 million and$13.5 million, respectively. As of June 30, 2024 and 2023 and December 31, 2023, the amount of consumer loans, including principal, fees and interest, guaranteed by the Company was $14.9 million, $17.0 million and $16.4 million, respectively. These loans are not included in the consolidated balance sheets as the Company does not own the loans prior to default.
- Long-term debt
The Company’s long-term debt instruments and balances outstanding as of June 30, 2024 and 2023 and December 31, 2023, including maturity date, weighted average interest rate and borrowing capacity as of June 30, 2024, were as follows (dollars in thousands):
| Weighted · Outstanding | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revolving · average · Borrowing · June 30, · December 31, | ||||||||||||
| period end date · Maturity date · interest rate(1) · capacity · 2024 · 2023 · 2023 | ||||||||||||
| Funding Debt: | ||||||||||||
| 2018-1 Securitization Facility | March 2025 | March 2026 | 9.58% | $200,000 | $— | $5,479 | $92,964 | |||||
| 2018-2 Securitization Facility | July 2023 | July 2025 | (2) | — | — | — | 116,039 | 66,110 | ||||
| NCR 2022 Securitization Facility | October 2024 | October 2026 | 10.09% | 125,000 | 84,927 | 33,215 | 43,975 | |||||
| NCLOCR 2024 Securitization Facility | February 2027 | February 2028 | 10.84% | 150,000 | 75,000 | — | — | |||||
| ODR 2021-1 Securitization Facility | November 2025 | November 2026 | 8.91% | 233,333 | 194,330 | 185,167 | 151,331 | |||||
| ODR 2022-1 Securitization Facility | June 2026 | June 2027 | 9.04% | 420,000 | 258,668 | 280,774 | 277,586 | |||||
| RAOD Securitization Facility | November 2024 | November 2025 | 8.13% | 230,263 | 230,263 | 212,263 | 142,110 | |||||
| HWCR 2023 Securitization Facility | May 2025 | May 2026 | 9.66% | 287,214 | 287,214 | 221,000 | 287,214 | |||||
| ODAST III Securitization Notes | April 2024 | May 2027 | (3) | — | — | — | 300,000 | 300,000 | ||||
| 2023-A Securitization Notes | — | December 2027 | 7.78% | 50,989 | 50,989 | 128,679 | 78,865 | |||||
| 2024-A Securitization Notes | — | October 2030 | 7.61% | 217,181 | 217,181 | — | — | |||||
| ODAS IV 2023-1 Securitization Notes | July 2026 | August 2030 | 7.66% | 227,051 | 227,051 | — | 227,051 | |||||
| ODAS IV 2024-1 Securitization Notes | May 2027 | June 2031 | 6.84% | 399,574 | 399,574 | — | — | |||||
| Total funding debt | 8.35% | $2,540,605 | $2,025,197 | $1,482,616 | $1,667,206 | |||||||
| Corporate Debt: | ||||||||||||
| 11.25% senior notes due 2028 | — | December 2028 | 11.25% | $400,000 | $400,000 | $— | $400,000 | |||||
| 8.50% senior notes due 2025 | — | September 2025 | 8.50% | 375,000 | 375,000 | 375,000 | 375,000 | |||||
| 8.50% senior notes due 2024 | — | September 2024 | 8.50% | — | — | 180,390 | 168,702 | |||||
| Revolving line of credit | June 2026 | June 2026 | 8.86% | 515,000 | (4) | 419,000 | 266,000 | 356,000 | ||||
| Total corporate debt | 9.55% | $1,290,000 | $1,194,000 | $821,390 | $1,299,702 | |||||||
| Less: Long-term debt issuance costs | $(21,019) | $(5,052) | $(17,966) | |||||||||
| Less: Debt discounts | (4,057) | (1,928) | (5,137) | |||||||||
| Total long-term debt | $3,194,121 | $2,297,026 | $2,943,805 | |||||||||
(1)The weighted average interest rate is determined based on the rates and principal balances on June 30, 2024. It does not include the impact of the amortization of deferred loan origination costs or debt discounts.
(2)On May 31, 2024, the remaining outstanding balance on this facility was paid in full and the facility was terminated.
(3)On May 17, 2024, the remaining outstanding balance of these notes were paid in full and the facility was terminated.
(4)The Company had outstanding letters of credit under the Revolving line of credit of $0.7 million. $0.8 million and $0.8 million as of June 30, 2024 and 2023 and December 31, 2023, respectively.
Weighted average interest rates on long-term debt were 9.26% and 8.00% during thesix months ended June 30, 2024 and 2023, respectively. As of June 30, 2024 and 2023 and December 31, 2023, the Company was in compliance with all covenants and other requirements set forth in the prevailing long-term debt agreements.
Recent Updates to Debt Facilities
ODR 2022-1 Securitization Facility
On June 27, 2024, the loan securitization facility for OnDeck Receivables 2022, LLC (the “ODR 2022-1 Securitization Facility”) was amended to, among other changes, extend the revolving period end and final maturity date to June 2026 and June 2027, respectively, decrease the Class A revolving commitment from $350.0 million to $338.0 million, and increase the Class B revolving commitment from $70.0 million to $82.0 million. The total facility commitment remained the same at $420.0 million. Additionally, the borrowing rate on the Class A loans increased to BMO’s prime rate plus 2.60% from BMO’s prime rate plus 1.75% and the Class A advance rate decreased from 75.0% to 72.5%. There were no changes to the borrowing rate or advance rate on the Class B loans.
2024-A Securitization Notes
On May 31, 2024, NetCredit Combined Receivables 2024, LLC (“NCCR 2024”), a wholly-owned indirect subsidiary of the Company, issued $217.2 million of Fixed Rate Asset-Backed Notes (the “2024-A Securitization Notes”) in a private securitization transaction. The 2024-A Securitization Notes have a legal final payment date in October 2030 and were issued in two classes with principal amounts and fixed interest rates per annum as follows: Class A Notes of $172.5 million at 7.43% and Class B Notes of $44.6 million at 8.31%. The 2024-A Securitization Notes are backed by a pool of unsecured consumer installment loans. The 2024-A Securitization Notes represent obligations of NCCR 2024 only and are not guaranteed by the Company. The net proceeds of the offering of the 2024-A Securitization
Notes were used to acquire unsecured consumer installment loans from certain subsidiaries of the Company, fund a reserve amount and pay fees and expenses incurred in connection with the transaction.
ODAS IV 2024-1 Securitization Notes
On May 17, 2024, OnDeck Asset Securitization IV, LLC (“ODAS IV”), a wholly-owned indirect subsidiary of the Company, issued $399.6 million in initial principal amount of Fixed Rate Asset-Backed Notes (the “ODAS IV 2024-1 Securitization Notes”) in a private securitization transaction. The ODAS IV 2024-1 Securitization Notes have a legal final payment date in July 2031 and were issued in three classes with initial principal amounts and fixed interest rates per annum as follows: Class A Notes of $260.1 million at 6.27%, Class B Notes of $82.2 million at 7.15%, and Class C Notes of $57.3 million at 8.99%. Collateral for the ODAS IV 2024-1 Securitization Notes consists of, among other things, a revolving pool of small business loans originated or purchased by ODK Capital, LLC (“ODK”), which is a wholly-owned indirect subsidiary of the Company. ODAS IV used the net proceeds of the private offering to purchase small business loans from ODK that were pledged as collateral for the ODAS IV 2024-1 Securitization Notes and to fund a reserve account. ODK is the servicer of the loans securing the ODAS IV 2024-1 Securitization Notes. ODAS IV is the sole obligor of the ODAS IV 2024-1 Securitization Notes, which are not obligations of, or guaranteed by, the Company or ODK. The Company will use the proceeds it receives from the transaction for general corporate purposes. The ODAS IV 2024-1 Securitization Notes were offered and sold to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act and to certain persons outside of the United States in compliance with Regulation S under the Securities Act.
NetCredit LOC Receivables 2024
On February 21, 2024, NetCredit LOC Receivables 2024, LLC, a wholly-owned indirect subsidiary of the Company, entered into a receivables securitization (the “NCLOCR 2024 Securitization Facility”) with lenders party thereto from time to time, Midtown Madison Management, LLC, as administrative agent and Citibank, N.A., as collateral trustee and paying agent. The NCLOCR 2024 Securitization Facility collateralizes certain receivables that have been and will be originated under the Company’s NetCredit brand by several of its subsidiaries and that meet specified criteria in exchange for a note payable.
The NCLOCR 2024 Securitization Facility has a revolving commitment of $150.0 million, which is required to be secured by eligible securitization receivables. The NCLOCR 2024 Securitization Facility is non-recourse to the Company. The facility has a revolving period that ends in February 2027 and a final maturity ending in February 2028.
The NCLOCR 2024 Securitization Facility is governed by a note issuance and purchase agreement, dated as of February 21, 2024, among NetCredit LOC Receivables 2024, LLC, the administrative agent, the lenders, and the collateral trustee and paying agent. The revolving loans shall accrue interest as a rate per annum equal to SOFR plus 5.50% with an advance rate of 85%. Interest payments on the NCLOCR 2024 Securitization Facility will be made monthly.
8.50% Senior Notes Due 2024
On January 3, 2024, the Company redeemed the remaining $168.7 million of 8.50% Senior Notes Due 2024 at par plus accrued interest. During the three and six months ended June 30, 2023, the Company repurchased $25.8 million and $69.6 million, respectively, principal amount of the 8.50% Senior Notes Due 2024 for aggregate cash consideration of $25.9 million and $69.5 million plus accrued interest, respectively. During thethree and six months ended June 30, 2024, the Company recordedno loss on extinguishment of debt and $0.5 million ($0.4 million, net of tax) loss on extinguishment of debt, respectively related to the redemption of outstanding 8.50% Senior Notes Due 2024. During thethree and six months ended June 30, 2023, the Company recordeda loss on extinguishment of debt of $0.2 million ($0.1 million, net of tax) and $0.3 million ($0.2 million, net of tax), respectively, which is included in “Other nonoperating expenses” in the consolidated statements of income.
- Income Taxes
The Company’s effective tax rate for the six months ended June 30, 2024 was 26.0%, compared to 24.0% for the six months ended June 30, 2023. The increase is primarily attributable to additional interest expense on unrecognized tax benefits and a remeasurement of the net deferred tax liability due to state rate adjustments.
As of June 30, 2024, the balance of unrecognized tax benefits, inclusive of interest and penalties, was $193.4 million, which is included in “Accounts payable and accrued expenses” on the consolidated balance sheet. This balance consists of a temporary component of $179.8 million, for which there is an equal and offsetting deferred tax asset, and a permanent component of $13.6 million, which, if recognized, would favorably affect the effective tax rate in the period of recognition. The Company had $110.7 million of unrecognized tax benefits as of June 30, 2023. As of December 31, 2023, the Company had $179.3 million of unrecognized tax benefits, inclusive of interest and penalties, of which $135.2 million is included in “Accounts payable and accrued expenses” on the consolidated balance sheet. The remaining $44.1 million was recorded as a reduction to deferred tax assets. The balance of $179.3 million at December 31, 2023 included a permanent component of $9.9 million. Based on the expiration of the statute of limitations for certain jurisdictions, the Company believes it is reasonably possible that, within the next twelve months, unrecognized tax benefits could decrease by approximately $2.2 million. The Company believes that it has adequately accounted for any material tax uncertainties in its existing reserves for all open tax years.
The Company’s U.S. tax returns are subject to examination by federal and state taxing authorities. The statute of limitations related to the Company’s consolidated Federal income tax returns is closed for all tax years up to and including 2019. The years open to examination by state, local and foreign government authorities vary by jurisdiction, but the statute of limitation is generally three years from the date the tax return is filed. For jurisdictions that have generated net operating losses, carryovers may be subject to the statute of limitations applicable for the year those carryovers are utilized. In these cases, the period for which the losses may be adjusted will extend to conform with the statute of limitations for the year in which the losses are utilized. In most circumstances, this is expected to increase the length of time that the applicable taxing authority may examine the carryovers by one year or longer, in limited cases.
- Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated using the treasury share method, by giving effect to the potential dilution that could occur if securities or other contracts to issue common shares were exercised and converted into common shares during the period. Restricted stock units issued under the Company’s stock-based employee compensation plans are included in diluted shares upon the granting of the awards even though the vesting of shares will occur over time.
The following table sets forth the reconciliation of numerators and denominators of basic and diluted earnings per share computations for thethree and six months ended June 30, 2024 and 2023 (in thousands, except per share amounts):
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| June 30, | June 30, | |||
| 2024 | 2023 | 2024 | 2023 | |
| Numerator: | ||||
| Net income | $53,911 | $48,145 | $102,339 | $99,068 |
| Denominator: | ||||
| Total weighted average basic shares | 26,938 | 31,084 | 27,567 | 31,212 |
| Shares applicable to stock-based compensation | 1,003 | 1,119 | 1,155 | 1,244 |
| Total weighted average diluted shares | 27,941 | 32,203 | 28,722 | 32,456 |
| Earnings per common share: | ||||
| Earnings per common share – basic | $2.00 | $1.55 | $3.71 | $3.17 |
| Earnings per common share – diluted | $1.93 | $1.50 | $3.56 | $3.05 |
For the three months ended June 30, 2024 and 2023,258,452 and 314,224 shares of common stock underlying stock options, respectively, and 5,577 shares and 590,064 shares of common stock underlying restricted stock units, respectively, were excluded from the calculation of diluted net income per share because their effect would have been antidilutive. For thesix months ended June 30, 2024 and 2023,263,787 and 326,994 shares of common stock underlying stock options, respectively, and 2,788 and 468,129 shares of common stock underlying restricted stock units, respectively, were excluded from the calculation of diluted net income per share because their effect would have been antidilutive.
- Operating Segment Information
The Company provides online financial services to non-prime credit consumers and small businesses in the United States and Brazil and hasone reportable segment. The Company has aggregated all components of its business into asingle operating segment based on the similarities of the economic characteristics, the nature of the products and services, the nature of the production and distribution methods, the shared technology platforms, the type of customer and the nature of the regulatory environment.
Geographic Information
The following table presents the Company’s revenue by geographic region for thethree and six months ended June 30, 2024 and 2023 (dollars in thousands):
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| June 30, | June 30, | |||
| 2024 | 2023 | 2024 | 2023 | |
| Revenue | ||||
| United States | $615,161 | $493,015 | $1,213,280 | $972,068 |
| Other international countries | 13,275 | 6,416 | 25,045 | 10,619 |
| Total revenue | $628,436 | $499,431 | $1,238,325 | $982,687 |
The Company’s long-lived assets, which consist of the Company’s property and equipment, were $115.1 million, $99.1 million and $108.7 million at June 30, 2024 and 2023 and December 31, 2023, respectively. The operations for the Company’s businesses are primarily located within the United States, and the value of any long-lived assets located outside of the United States is immaterial.
- Commitments and Contingencies
Litigation
On April 23, 2018, the Commonwealth of Virginia, through Attorney General Mark R. Herring, filed a lawsuit in the Circuit Court for the County of Fairfax, Virginia against NC Financial Solutions of Utah, LLC (“NC Utah”), a subsidiary of the Company. The lawsuit alleges violations of the Virginia Consumer Protection Act relating to NC Utah’s communications with customers, collections of certain payments, its loan agreements, and the rates it charged to Virginia borrowers. The plaintiff sought to enjoin NC Utah from continuing its then-existing lending practices in Virginia, and still seeks restitution, civil penalties, and costs and expenses in connection with the same. Due to a change in the law, NC Utah no longer lends to Virginia residents and the injunctive remedies sought against NC Utah’s lending practices are no longer applicable. Neither the likelihood of an unfavorable decision nor the ultimate liability, if any, with respect to this matter can be determined at this time, and the Company is currently unable to estimate a range of reasonably possible losses, as defined by ASC 450-20-20, Contingencies–Loss Contingencies–Glossary, for this litigation. The Company carefully considered applicable Virginia law before NC Utah began lending in Virginia and, as a result, believes that the plaintiff’s claims in the complaint are without merit and intends to vigorously defend this lawsuit.
The Company is also involved in certain routine legal proceedings, claims and litigation matters encountered in the ordinary course of its business. Certain of these matters may be covered to an extent by insurance or by indemnification agreements with third parties. The Company has recorded accruals in its consolidated financial statements for those matters in which it is probable that it has incurred a loss and the amount of the loss, or range of loss, can be reasonably estimated. In the opinion of management, the resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations or liquidity.
- Related Party Transactions
In December 2021, the Company divested a portion of its interest in OnDeck Australia and began recording its remaining interest utilizing the equity method of accounting. As of June 30, 2024, there wasno outstanding balance between OnDeck Australia and the Company. As of June 30, 2023 and December 31, 2023, the Company had a due from affiliate balance of $0.1 million and $0.1 million, respectively, related to OnDeck Australia.
- Fair Value Measurements
Recurring Fair Value Measurements
The Company uses a hierarchical framework that prioritizes and ranks the market observability of inputs used in its fair value measurements. Market price observability is affected by a number of factors, including the type of asset or liability and the characteristics specific to the asset or liability being measured. Assets and liabilities with readily available, active, quoted market prices or for which fair value can be measured from actively quoted prices generally are deemed to have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. The Company classifies the inputs used to measure fair value into one of three levels as follows:
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable.
Level 3: Unobservable inputs for the asset or liability measured.
Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those cases, the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level of input that is significant to the entire measurement. Such determination requires significant management judgment.
During the three and six months ended June 30, 2024 and 2023, there wereno transfers of assets or liabilities in or out of Level 3 fair value measurements. It is the Company’s policy to value any transfers between levels of the fair value hierarchy based on end of period fair values.
The Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2024 and 2023 and December 31, 2023 are as follows (dollars in thousands):
| June 30, · Fair Value Measurements Using | ||||
|---|---|---|---|---|
| 2024 | Level 1 | Level 2 | Level 3 | |
| Financial assets: | ||||
| Consumer loans and finance receivables(1)(2) | $1,421,814 | $— | $— | $1,421,814 |
| Small business loans and finance receivables(1)(2) | 2,517,345 | — | — | 2,517,345 |
| Non-qualified savings plan assets(3) | 11,601 | 11,601 | — | — |
| Investment in trading security(4) | 8,635 | 8,635 | — | — |
| Total | $3,959,395 | $20,236 | $— | $3,939,159 |
| June 30, · Fair Value Measurements Using | ||||
| 2023 | Level 1 | Level 2 | Level 3 | |
| Financial assets: | ||||
| Consumer loans and finance receivables(1)(2) | $1,168,044 | $— | $— | $1,168,044 |
| Small business loans and finance receivables(1)(2) | 1,924,401 | — | — | 1,924,401 |
| Non-qualified savings plan assets(3) | 7,505 | 7,505 | — | — |
| Investment in trading security(4) | 10,835 | 10,835 | — | — |
| Total | $3,110,785 | $18,340 | $— | $3,092,445 |
| December 31, · Fair Value Measurements Using | ||||
| 2023 | Level 1 | Level 2 | Level 3 | |
| Financial assets: | ||||
| Consumer loans and finance receivables(1)(2) | $1,380,784 | $— | $— | $1,380,784 |
| Small business loans and finance receivables(1)(2) | 2,248,383 | — | — | 2,248,383 |
| Non-qualified savings plan assets(3) | 8,045 | 8,045 | — | — |
| Investment in trading security(4) | 7,169 | 7,169 | — | — |
| Total | $3,644,381 | $15,214 | $— | $3,629,167 |
(1)Consumer and small business loans and finance receivables are included in “Loans and finance receivables at fair value” in the consolidated balance sheets.
(2)Consumer loans and finance receivables include$812.2 million,$695.1 million and$1,181.0 million in assets of consolidated VIEs as of June 30, 2024 and 2023 and December 31, 2023, respectively. Small business loans and finance receivables include$2,114.9 million,$1,288.0 million and$1,475.1 million in assets of consolidated VIEs as of June 30, 2024 and 2023 and December 31, 2023, respectively.
(3)The non-qualified savings plan assets are included in “Other receivables and prepaid expenses” in the Company’s consolidated balance sheets and have an offsetting liability, which is included in “Accounts payable and accrued expenses” in the Company’s consolidated balance sheets.
(4)Investment in trading security is included in “Other assets” in the Company’s consolidated balance sheets.
The Company primarily estimates the fair value of its loan and finance receivables portfolio using discounted cash flow models that have been internally developed. The models use inputs, such as estimated losses, prepayments, utilization rates, servicing costs and discount rates, that are unobservable but reflect the Company’s best estimates of the assumptions a market participant would use to calculate fair value. Certain unobservable inputs may, in isolation, have either a directionally consistent or opposite impact on the fair value of the financial instrument for a given change in that input. An increase to the net loss rate, prepayment rate, servicing cost, or discount rate would decrease the fair value of the Company’s loans and finance receivables. When multiple inputs are used within the valuation techniques for loans, a change in one input in a certain direction may be offset by an opposite change from another input.
The fair value of the nonqualified savings plan assets was deemed Level 1 as they are publicly traded equity securities for which market prices of identical assets are readily observable.
The fair value of the investment in trading security was deemed Level 1 as it is a publicly traded fund with active market pricing that is readily available.
The Company hadno liabilities measured at fair value on a recurring basis as of June 30, 2024 and 2023 and December 31, 2023.
Fair Value Measurements on a Non-Recurring Basis
The Company measures non-financial assets and liabilities such as property and equipment and intangible assets at fair value on a non-recurring basis or when events or circumstances indicate that the carrying amount of the assets may be impaired. At June 30, 2024 and 2023 and December 31, 2023, there wereno assets or liabilities recorded at fair value on a non-recurring basis.
Financial Assets and Liabilities Not Measured at Fair Value
The Company’s financial assets and liabilities as of June 30, 2024 and 2023 and December 31, 2023 that are not measured at fair value in the consolidated balance sheets are as follows (dollars in thousands):
| Balance at | ||||
|---|---|---|---|---|
| June 30, · Fair Value Measurements Using | ||||
| 2024 | Level 1 | Level 2 | Level 3 | |
| Financial assets: | ||||
| Cash and cash equivalents | $60,138 | $60,138 | $— | $— |
| Restricted cash (1) | 211,167 | 211,167 | — | — |
| Investment in unconsolidated investee (2) | 6,918 | — | — | 6,918 |
| Total | $278,223 | $271,305 | $— | $6,918 |
| Financial liabilities: | ||||
| Revolving line of credit | $419,000 | $— | $— | $419,000 |
| Securitization notes | 2,024,482 | — | 2,029,972 | — |
| 8.50% senior notes due 2025 | 375,000 | — | 375,660 | — |
| 11.25% senior notes due 2028 | 396,659 | — | 427,652 | — |
| Total | $3,215,141 | $— | $2,833,284 | $419,000 |
| Balance at | ||||
|---|---|---|---|---|
| June 30, · Fair Value Measurements Using | ||||
| 2023 | Level 1 | Level 2 | Level 3 | |
| Financial assets: | ||||
| Cash and cash equivalents | $100,042 | $100,042 | $— | $— |
| Restricted cash (1) | 161,619 | 161,619 | — | — |
| Investment in unconsolidated investee (2) | 6,918 | — | — | 6,918 |
| Total | $268,579 | $261,661 | $— | $6,918 |
| Financial liabilities: | ||||
| Revolving line of credit | $266,000 | $— | $— | $266,000 |
| Securitization notes | 1,480,688 | — | 1,463,685 | — |
| 8.50% senior notes due 2024 | 180,390 | — | 205,390 | — |
| 8.50% senior notes due 2025 | 375,000 | — | 365,021 | — |
| Total | $2,302,078 | $— | $2,034,096 | $266,000 |
| Balance at | ||||
|---|---|---|---|---|
| December 31, · Fair Value Measurements Using | ||||
| 2023 | Level 1 | Level 2 | Level 3 | |
| Financial assets: | ||||
| Cash and cash equivalents | $54,357 | $54,357 | $— | $— |
| Restricted cash (1) | 323,082 | 323,082 | — | — |
| Investment in unconsolidated investee (2) | 6,918 | — | — | 6,918 |
| Total | $384,357 | $377,439 | $— | $6,918 |
| Financial liabilities: | ||||
| Revolving line of credit | $356,000 | $— | $— | $356,000 |
| Securitization notes | 1,665,785 | — | 1,660,596 | — |
| 8.50% senior notes due 2024 | 168,702 | — | 168,702 | — |
| 8.50% senior notes due 2025 | 375,000 | — | 370,729 | — |
| 11.25% senior notes due 2028 | 396,284 | — | 412,588 | — |
| Total | $2,961,771 | $— | $2,612,615 | $356,000 |
(1)Restricted cash includes$195.1 million,$145.8 million and$136.0 million in assets of consolidated VIEs as of June 30, 2024 and 2023 and December 31, 2023, respectively.
(2) Investment in unconsolidated investee is included in “Other assets” in the consolidated balance sheets.
Cash and cash equivalents and restricted cash bear interest at market rates and have maturities of less than 90 days. The carrying amount of restricted cash and cash equivalents approximates fair value.
The Company measures the fair value of its investment in unconsolidated investee using Level 3 inputs. Because the unconsolidated investee is a private company and financial information is limited, the Company estimates the fair value based on the best available information at the measurement date.
The Company measures the fair value of its revolving line of credit using Level 3 inputs. The Company considered the fair value of its other long-term debt and the timing of expected payment(s).
The fair values of the Company’s Securitization Notes and senior notes are estimated based on quoted prices in markets that are not active, which are deemed Level 2 inputs.
- Subsequent Events
Subsequent events have been reviewed through the date these financial statements were issued.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.