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 all of the terms and conditions as set forth in this Restricted Stock Unit Grant Notice (this “Grant Notice”), in the Restricted Stock Unit Award Agreement (attached hereto as Attachment I) and the Plan (attached hereto as Attachment II), both of which are incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Restricted Stock Unit Award Agreement will have the same definitions as in the Plan or the Restricted Stock Unit Award Agreement. 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'%-%
Time Based Vesting Commencement Date: %%OPTION_DATE,'Month DD, YYYY'%-%
Performance Period: January 1, 2022 ending on December 31, 2024
Number of Restricted Stock Units: %%TOTAL_SHARES_GRANTED,'999,999,999'%-%
Vesting Schedule: Time-Based Vesting: One-half of the Award is subject to time-based vesting. Provided that the Participant has not experienced a Termination prior to such date, on each of the first, second and third anniversaries of the Time-Based Vesting Commencement Date (which is the day immediately prior to the grant date), a total of one-sixth of the Restricted Stock Units shall vest.
Performance-Based Vesting: One-half of the Award is subject to performance-based vesting over a period of 36 months, beginning on January 1, 2022 and ending on December 31, 2024 (“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, one-half of 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, 2021 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, 2024 and for the trailing 19 trading days.
Company Peer Group: For purposes of the Performance Target, the Company’s designated peer group consists of the following companies:
Conn’s, Inc. Credit Acceptance Corporation
Elevate Credit, Inc. Encore Capital Group
Enova International, Inc. EZCorp, Inc.
FirstCash Financial Services, Inc. Green Dot Corporation
H&R Block, Inc. LendingClub Corporation
OneMain Holdings, Inc. PRA Group, Inc.
PROG Holdings, Inc. World Acceptance Corporation
If, during the Performance Period, any company in the peer group merges out of existence, ceases to be a reporting company under the Exchange Act or for other similar reasons in the judgment of the Committee ceases to provide a meaningful basis for comparison of shareholder return, such company will be removed from the peer group.
Issuance Schedule: Subject to any change in respect of 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 undersigned Participant hereby affirms all confidentiality, non-interference, 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 hereby 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 signing below or, if applicable, electronically accepting this Restricted Stock Unit Award, the undersigned Participant acknowledges having received and reviewed in their entirety, and fully understands and agrees to all provisions of this Grant Notice, the Restricted Stock Unit Award Agreement, the Plan and the Restrictive Covenants. Participant acknowledges and agrees that this Grant Notice and the Restricted Stock Unit Award 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 Restricted Stock Unit Award 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 Restricted Stock Unit Award Agreement attached hereto as Attachment I.
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 Award Agreement and 2017 Incentive Plan.
ATTACHEMENT I
CURO Group Holdings Corp.
Restricted Stock Unit Award Agreement
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Award 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 (1) 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 (1) 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 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 appropriate 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 hereby 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 (5) 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 hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and 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 expressly provides. The Company expressly reserves its rights to amend, modify, 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 while remaining lawful and valid.
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 necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.
c.You acknowledge and agree 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 will be 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, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of 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 all of the terms and conditions as set forth in this Restricted Stock Unit Grant Notice (this “Grant Notice”), in the Restricted Stock Unit Award Agreement (attached hereto as Attachment I) and the Plan (attached hereto as Attachment II), both of which are incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Restricted Stock Unit Award Agreement will have the same definitions as in the Plan or the Restricted Stock Unit Award Agreement. If there is any conflict between the terms in this Grant Notice and the Plan, the terms of the Plan will control.
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| Name of Participant: | |
| Date of Grant: | |
| Time-Based Vesting Commencement Date: | |
| Performance Period: | |
| Number of Restricted Stock Units | |
Vesting Schedule: Time-Based Vesting: One-half of the Award is subject to time-based vesting. Provided that the Participant has not experienced a Termination prior to such date, on each of the first, second and third anniversaries of the Time-Based Vesting Commencement Date (which is the day immediately prior to the grant date), a total of one-sixth of the Restricted Stock Units shall vest.
Performance-Based Vesting: One-half of the Award is subject to performance-based vesting over a period of 36 months, beginning on January 1, 2022 and ending on December 31, 2024 (“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, one-half of 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, 2021 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, 2024 and for the trailing 19 trading days.
Company Peer Group: For purposes of the Performance Target, the Company’s designated peer group consists of the following companies:
Conn’s, Inc. Credit Acceptance Corporation
Elevate Credit, Inc. Encore Capital Group
Enova International, Inc. EZCorp, Inc.
FirstCash Financial Services, Inc. Green Dot Corporation
H&R Block, Inc. LendingClub Corporation
OneMain Holdings, Inc. PRA Group, Inc.
PROG Holdings, Inc. World Acceptance Corporation
If, during the Performance Period, any company in the peer group merges out of existence, ceases to be a reporting company under the Exchange Act or for other similar reasons in the judgment of the Committee ceases to provide a meaningful basis for comparison of shareholder return, such company will be removed from the peer group.
Issuance Schedule: Subject to any change in respect of 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 undersigned Participant hereby affirms all confidentiality, non-interference, invention assignment or similar covenants previously made by the Participant in favor of the Company (or any Affiliate) however made and acknowledges that such covenants are
independent obligations of the Participant (such covenants, the “Restrictive Covenants”). The Participant hereby 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 signing below or, if applicable, electronically accepting this Restricted Stock Unit Award, the undersigned Participant acknowledges having received and reviewed in their entirety, and fully understands and agrees to all provisions of this Grant Notice, the Restricted Stock Unit Award Agreement, the Plan and the Restrictive Covenants. Participant acknowledges and agrees that this Grant Notice and the Restricted Stock Unit Award 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 Restricted Stock Unit Award Agreement, the Plan and the Restrictive Covenants set forth the entire agreement and understanding between Participant and the Company (or any Affiliate) 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 any Affiliate) 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 Restricted Stock Unit Award Agreement attached hereto as Attachment I.
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 Award Agreement and 2017 Incentive Plan
ATTACHMENT I
CURO Group Holdings Corp.
Restricted Stock Unit Award Agreement
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Award 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 (1) 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.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 or if such designation is not valid under local law, 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 (1) 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 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 appropriate 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 hereby agree that regardless of any action the Company (or any Affiliate) takes with respect to any or all Taxes, the ultimate liability for all Taxes legally due by you is and remains your responsibility and that the Company (and its Affiliates) (i) make no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Award, including the grant, vesting or settlement of the Award, and the subsequent sale of any Shares acquired at settlement; and (ii) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Taxes. Further, if you are subject to taxation in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, you agree that the Company and/or your employer (or former employer, as applicable) may be required to withhold, collect or account for Taxes in more than one jurisdiction. You will not make any claim against the Company, or any of its officers, directors, employees or Affiliates related to liabilities for Taxes 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 (5) 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 hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and 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 expressly provides. The Company expressly reserves its rights to amend, modify, 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 while remaining lawful and valid.
19.No Acquired Right. You acknowledge and agree that:
a.The Plan is established voluntarily by the Company, the grant of the Award under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time. All decisions with respect to future awards, if any, will be at the sole discretion of the Committee.
b.This Award (and any similar awards the Company may in the future grant to you, even if such awards are made repeatedly or regularly, and regardless of their amount) and shares of Stock acquired under the Plan, (A) are wholly discretionary and occasional, are not a term or condition of employment and do not form part of a contract of employment, or any other working arrangement, between you and the Company or any Affiliate; (B) do not create any contractual entitlement to receive future awards or benefits in lieu thereof; and (C) do not form part of salary or remuneration for purposes of determining pension payments or any other purposes, including without limitation termination indemnities, severance, resignation, payment in lieu of notice, redundancy, end of service payments, bonuses, long-term service awards, pension or retirement benefits, welfare benefits or similar payments, except as otherwise required by the applicable law of any governmental entity to whose jurisdiction the Award is subject.
c.This Award and the shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation.
d.You are voluntarily participating in the Plan.
e.In the event that your employer is not the Company, the grant of this Award and any similar awards the Company may grant in the future to you will not be interpreted to form an employment contract or relationship with the Company and, furthermore, the grant of this Award and any similar awards the Company may grant in the future to you will not be interpreted to form an employment contract with your employer or any Affiliate.
f.The future value of the underlying shares of Stock is unknown and cannot be predicted with certainty. Neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Award or the shares of Stock.
g.You shall have no rights, claim or entitlement to compensation or damages as a result of your cessation of employment for any reason whatsoever, whether or not later found to be invalid or in breach of contract or local labor law, insofar as these rights, claim or entitlement arise or may arise from your ceasing to have rights under this Award as a result of such cessation or loss or diminution in value of the Award or any of the shares of Stock issuable under this Award as a result of such cessation, and you irrevocably release your employer, the Company and its Affiliates, as applicable, from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have
arisen, then, by signing this Agreement, you shall be deemed to have irrevocably waived his or her entitlement to pursue such rights or claim.
20.Data Protection.
a.You hereby explicitly and unambiguously consent to the collection, use, disclosure and transfer, in electronic or other form, of your personal data as described in the Agreement by and among, as applicable, your employer, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.
b.You understand that your employer, the Company and its Affiliates, as applicable, hold certain personal information about you regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, including, but not limited to, your name, home address, telephone number and e-mail address, date of birth, social insurance number or other identification number, salary, nationality, job title, any equity or directorships held in the Company and its Affiliates, details of all options or any other entitlement to equity awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (the “Data”).
c.You understand that the Data may be transferred to the Company, its Affiliates and any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. You understand that the Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
21.Additional Terms. Notwithstanding anything to the contrary herein, you will be subject to any Country-Specific Terms and Conditions attached hereto as Addendum A. If you are a citizen or resident of a country (or are considered as such for local law purposes) other than the one in which you are currently residing or working or if you relocate to one of the countries included in the Country-Specific Terms and Conditions after the grant of the Award, the special terms and conditions for such country will apply to you to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the
administration of the Plan. The Country-Specific Terms and Conditions constitute part of this Agreement and are incorporated herein by reference.
22.Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units and on any shares of Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
23.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 necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.
c.You acknowledge and agree 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 will be 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, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of 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.
ADDENDUM A TO THE RESTRICTED STOCK UNIT AWARD AGREEMENT
COUNTRY-SPECIFIC TERMS AND CONDITIONS
These Country-Specific Terms and Conditions include additional terms and conditions that govern the Restricted Stock Unit Award granted to you under the Plan if you reside or work in one of the countries listed below. Capitalized terms used but not defined in these Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forth therein.
CANADA
Award Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the grant of the Award does not provide you any right to receive a cash payment and the Award may be settled only in shares of Stock.
Dividends. Notwithstanding anything to the contrary in the Plan or the Agreement, you will not be entitled to receive any dividends or other distributions under Section 7 of the Agreement.
Withholding Obligations. Notwithstanding anything to the contrary in the Agreement, the Company may not require you to pay any Withholding Taxes by withholding shares of Stock from the shares of Stock issuable to you under the Award.
No Entitlement to Damages. You understand that, except as required to meet any minimum requirements contained in applicable employment standards legislation, you will not be entitled to compensation or damages pursuant to contract or common law in respect of any forfeiture of the Award upon your Termination. You and the Company expressly agree that this Agreement displaces any and all common law rights that you may have or claim to have in respect of the Award governed by this Agreement, including any right to damages. The foregoing shall apply regardless of the reason for the Termination, which party initiates the termination, and whether such termination is lawful or unlawful, with our without notice.
Additional Provisions Applicable to Participants Resident in Quebec.
Data Protection: The following provision supplements the Data Protection section of Addendum A:
You hereby authorize the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. You further authorize the Company and the Committee, to disclose and discuss the Plan with their advisors. You further authorize the Company to record such information and to keep such information in your employee file.
Language Consent. The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir exigé la redaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.
CURO Group Holdings Corp. Announces
Fourth Quarter and Full Year 2021 Financial Results
Heights Acquisition Adds $472 million1, or 30%, to Company Owned Gross Loans Receivable; Consolidated Revenue Grew 11.0% in the Quarter Compared to 2020
Wichita, Kansas--February 8, 2022-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, 2021.
“For CURO, 2021 was a remarkable year on many different levels,” said Don Gayhardt, CURO’s Chief Executive Officer. “Though COVID-19 responses and variants continued to create periods of uncertainty in its second year, we maintained our momentum of loan and earnings growth with solid credit performance. However, I’m most proud of our execution on multiple large-scale acquisition and financing initiatives that continued to transform CURO to a full spectrum lender with a meaningfully lower cost of debt capital in 2021 by nearly 175 bps.”
“The year began and ended with transformational acquisitions. The acquisition of Flexiti in March 2021 diversified our channel, loan and revenue mix by adding established POS financing capabilities and private label credit cards to our Direct Lending capabilities in Canada. We capped 2021 off with the acquisition of Heights Finance, which primarily serves near- and non-prime customers in 11 southern and mid-western states through 390 branches. The Heights acquisition is expected to accelerate our transition into longer-term, higher-balance and lower-rate credit products. Both the Heights and Flexiti acquisitions will solidify our position as a full spectrum non-prime and prime consumer lender in the U.S. and Canada and accelerate our long-term revenue and earnings growth prospects.”
“We also executed on key financing initiatives that made these acquisitions possible. We refinanced our senior secured notes in July 2021, reducing the interest rate by 75bps, increasing capacity, and extending the maturity date to 2028. We added $250 million to the senior secured notes in the fourth quarter to finance, in part, the Heights acquisition. At Flexiti, we increased the capacity of our existing warehouse facility and added securitization capacity, bringing total funding capacity for Flexiti to over C$1 billion.”
“We also monetized a portion of our investment in Katapult. When Katapult became public in June 2021, we received cash of $146.9 million and we now retain 25.2% fully diluted ownership in Katapult (NASDAQ: KPLT).”
“Despite the above transactions, we did not take our eye off the ball at our core businesses. Organic growth in our legacy gross loans receivable at U.S. and Canada Direct Lending during the year combined with growth at Canada POS Lending since the date of its acquisition was 41.4%. Our net-charge offs stabilized as growth continued in all segments, while delinquencies remained at historically low levels, in large part due to excellent credit quality at Flexiti. In late December 2021, we launched First Phase, our new credit card program, which we'll begin rolling out across the U.S. in 2022. It will provide our non-prime customers with a Visa-branded credit card and a number of technology-enabled tools.”
“We added significantly to CURO’s transformation profile in 2021 but major acquisitions take a lot of work to achieve their long-term potential. I’ll close by saying that we will be intensely focused in 2022 on executing and realizing the value creation these opportunities represent.”
1 Prior to the application of fair value adjustments for purchase accounting, acquired loans were $485 million.
Consolidated Summary Results - Unaudited
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Year Ended December 31, |
| (in thousands, except per share data) | | 2021 | 2020 | Variance | | 2021 | 2020 | Variance |
| Revenue | | $ 224,319 | | $ 202,078 | | 11.0 | % | | $ 817,843 | | $ 847,396 | | (3.5) | % |
| Net revenue | | 130,679 | | 132,246 | | (1.2) | % | | 572,175 | | 558,585 | | 2.4 | % |
| | | | | | | | |
| Company Owned gross loans receivable | | 1,548,318 | | 553,722 | | 179.6 | % | | 1,548,318 | | 553,722 | | 179.6 | % |
| Unrestricted cash | | 63,179 | | 213,343 | | (70.4) | % | | 63,179 | | 213,343 | | (70.4) | % |
| Net (loss) income | | (28,879) | | 4,474 | | # | | 59,334 | | 75,733 | | (21.7) | % |
Adjusted Net (Loss) Income (1) | | (12,288) | | 8,556 | | # | | 41,679 | | 74,328 | | (43.9) | % |
| Diluted (Loss) Earnings per Share from continuing operations | | ($ 0.72) | | $ 0.11 | | # | | $ 1.38 | | $ 1.77 | | (22.0) | % |
Adjusted Diluted (Loss) Earnings per Share from continuing operations (1)(2) | | ($ 0.29) | | $ 0.20 | | # | | $ 0.97 | | $ 1.77 | | (45.2) | % |
EBITDA (1) | | (1,077) | | 31,063 | | # | | 204,846 | | 170,550 | | 20.1 | % |
Adjusted EBITDA (1) | | 16,545 | | 34,332 | | (51.8) | % | | 168,245 | | 187,363 | | (10.2) | % |
| Weighted Average Shares — diluted | | 40,254 | | 42,579 | | | | 43,143 | | 42,091 | | |
Adjusted Weighted Average Shares — diluted (1)(2) | | 42,389 | | 42,579 | | | 43,143 | | 42,091 | | |
| # - Variance greater than 100% or not meaningful |
| (1) These are non-GAAP metrics. For a reconciliation of each non-GAAP metric to the nearest GAAP metric, see the applicable reconciliations contained under "Results of Operations." For a description of each non-GAAP metric, see "Non-GAAP Financial Measures." |
| (2) We calculate Adjusted Diluted Earnings per Share utilizing diluted shares outstanding as of December 31, 2021. If we record a loss from continuing operations under U.S. GAAP, shares outstanding utilized to calculate Diluted Earnings per Share from continuing operations are equivalent to basic shares outstanding. Shares outstanding utilized to calculate Adjusted Earnings per Share from continuing operations reflect the number of diluted shares we would have reported if reporting Net income from continuing operations under U.S. GAAP. |
On December 27, 2021, we completed the previously announced acquisition of SouthernCo, Inc., a Delaware corporation d/b/a Heights Finance (“Heights”), which resulted in the addition of loans receivable of approximately $472 million in our U.S. segment, after the application of preliminary fair value purchase accounting adjustments, which created a discount on the acquired portfolio. Given the timing of the acquisition, the impact on the Consolidated Statement of Operations for the fourth quarter of 2021 was immaterial. The acquired balance sheet has been included, after the preliminary estimated effect of purchase accounting adjustments, in the Consolidated Balance Sheet as of December 31, 2021.
We reported Net loss of $28.9 million ($0.72 loss per share) for the three months ended December 31, 2021, primarily due to (i) upfront provisioning for loan losses on rapid customer growth late in the quarter in Canada POS Lending, sequential loan growth across our other lines of business, and new customer, channel mix and seasonality which affected NCO rates, (ii) an increase in operating expenses primarily for investments in the continued growth of Canada POS Lending, and (iii) costs associated with the acquisition of Heights. We reported Adjusted Net Loss of $12.3 million ($0.29 adjusted diluted loss per share) on revenue of $224.3 million for the three months ended December 31, 2021. For the year ended December 31, 2021, we reported Net income of $59.3 million ($1.38 diluted earnings per share) and Adjusted Net Income of $41.7 million ($0.97 adjusted diluted earnings per share) on revenue of $817.8 million.
Below are additional highlights of our performance during the three months and year ended December 31, 2021:
•Loans Receivable
◦Year-over-year growth in Company Owned gross loans receivable and combined gross loans receivable of $994.6 million, or 179.6%, and $996.8 million, or 166.7%, respectively, including Flexiti and Heights. Excluding loans acquired on March 10, 2021 and December 27, 2021, gross combined loans receivables increased $329.0 million, or 41.4%.
◦Canada Direct Lending gross loans receivable grew $96.9 million, or 29.3%, year over year and $36.4 million, or 9.3%, sequentially (described within this release as the change from the third quarter to the fourth quarter).
◦Canada POS Lending gross loans receivable were $459.2 million as of December 31, 2021. Sequentially, Canada POS Lending gross loans receivable grew $156.8 million, or 51.9%, primarily driven by the onboarding of Leon's Furniture Limited ("LFL"), Canada's largest home furnishings retailer, and holiday seasonal demand.
◦U.S. Company Owned gross loans receivable, excluding Heights, declined $33.1 million, or 14.8%, year over year. The decline was due to (i) regulatory changes impacting certain loan products in California effective January 1, 2020; in Virginia effective January 1, 2021; and in Illinois effective March 23, 2021, and (ii) the discontinuation of Verge Credit in April 2021. These impacted loans are collectively referred to as "Runoff Portfolios" throughout the remainder of this release. Excluding Runoff Portfolios, U.S. Company Owned gross loans receivable grew $22.1 million, or 14.9%, compared to the prior year, and $11.6 million, or 7.3%, sequentially.
•Revenue and Net Revenue
◦For the three months ended December 31, 2021, revenue increased $22.2 million, or 11.0%, year over year. Sequentially, revenue increased $15.0 million, or 7.2%, primarily driven by growth of $7.3 million, or 5.6% in the U.S., $3.4 million, or 29.5%, in Canada POS Lending and $4.3 million, or 6.6%, in Canada Direct Lending.
◦For the three months ended December 31, 2021, net revenue decreased $1.6 million, or 1.2%, year over year and decreased $7.9 million, or 5.7%, sequentially. The sequential decline in net revenue was due to upfront loan loss provisioning on accelerated sequential loan growth and higher NCO rate trends from new customer mix in originations, seasonality and channel origination mix shifts. Consolidated lending provision for loan losses, excluding Heights, exceeded NCOs by $14.9 million compared to both $6.8 million in the third quarter of 2021 and $4.8 million in the fourth quarter of 2020.
•NCOs and Delinquency Metrics
◦Consolidated quarterly NCO rates, excluding Heights, improved year over year by 220 bps, primarily from the relative growth of Canada POS Lending, which shifts portfolio mix to lower loss-rate products. Sequentially, consolidated quarterly NCO rates increased 100 bps due to relative loan growth, new customer mix in originations, seasonality and channel origination mix shifts.
◦Quarterly NCO rates for U.S., excluding Heights, increased 340 bps year over year and 275 bps sequentially, primarily driven by the aforementioned customer and origination channel mix shifts and diminishing COVID-19 Impacts, as defined later in this release. U.S. NCO rates remained 80 bps below the fourth quarter of 2019.
◦Quarterly NCO rates for Canada Direct Lending increased 85 bps year over year and 110 bps sequentially as product demand for Revolving LOC continues to hold steady, but remained 240 bps below the fourth quarter of 2019.
◦For the three months ended December 31, 2021, Canada Direct Lending past-due rate increased sequentially 200 bps, or 32.1%, due to growth and seasonality. U.S. past-due rate, including loans Guaranteed by the Company, improved sequentially by 75 bps, or 3.4%.
•Other Highlights
◦On December 27, 2021, we completed our acquisition of Heights for $360.0 million, consisting of $335.0 million of cash and $25.0 million of common stock. Heights is a consumer finance company with 390 branches across 11 U.S. states that provides secured and unsecured Installment loans to near-prime and non-prime consumers as well as customary opt-in insurance and other financial products. Heights' secured Installment loan portfolios are secured by both automobiles and, in some instances, non-essential household goods. The gross loans receivable and related revenue are included within the U.S. Installment loan portfolios.
◦Katapult's merger with FinServ Acquisition Corp. ("FinServ") closed on June 9, 2021. We received cash of $146.9 million and recorded a one-time gain of $135.4 million. During the fourth quarter of 2021, we acquired an additional 2.6 million shares of common stock of Katapult for an aggregate purchase price of $10.0 million, which increased our fully diluted ownership, including potential earn-out shares, from 19.3% to 25.2% as of December 31, 2021.
◦On December 9, 2021, we announced the closing of a new C$526.5 million asset-backed revolving credit facility ("Non-Recourse Flexiti Securitization Facility") to provide financing for Canada receivables generated under Canada POS Lending.
◦On November 12, 2021, we increased the capacity of our Non-Recourse Canada SPV Facility from C$175.0 million to C$350.0 million.
◦On July 30, 2021, we closed $750.0 million of 7.50% Senior Secured Notes due 2028. The proceeds were used: (i) to redeem our 8.25% Senior Secured Notes due 2025, (ii) to pay related fees, expenses, premiums and accrued interest and (iii) for general corporate purposes. This refinancing extended maturities and increased our borrowing capacity while maintaining related borrowing costs at levels under the $690.0 million 8.25% Senior Secured Notes. In connection with funding the Heights acquisition, we issued $250.0 million in aggregate principal amount of 7.50% Senior Secured Notes due 2028.
◦We closed and consolidated 49 U.S. stores, representing approximately a quarter of all U.S. stores, during the second and third quarters of 2021 to better align with changing customer trends, preferences for online transactions and certain states' regulatory considerations. The impacted locations generated 8% of our U.S. store revenue in 2020.
◦Effective July 1, 2021, Flexiti commenced a 10-year agreement to become the exclusive POS financing partner to LFL, which operates over 300 stores in Canada under multiple banners including Leon's and The Brick.
◦Under the terms of our $50.0 million share repurchase program announced in April 2021, we purchased 3,037,699 shares for $49.9 million through February 7, 2022.
◦We completed our acquisition of Flexiti on March 10, 2021.
◦Declaration of the next quarterly dividend of $0.11 per share, payable on March 1, 2022 to stockholders of record as of February 18, 2022.
◦Authorization by our Board of Directors of a new share repurchase program for the repurchase of up to $25.0 million of CURO common stock. The repurchase will commence at our discretion and continue until completed or terminated. We expect the purchases to be made from time-to-time in the open market and/or in privately-
negotiated transactions at our discretion, subject to market conditions and other factors. Any repurchased shares will be available for use in connection with equity plans and for other corporate purposes.
From the second quarter of 2020 through the first half of 2021, we experienced lower customer demand in the U.S. and Canada Direct Lending, good credit performance, increased or accelerated repayments and favorable payment trends as customers were aided by government stimulus programs while periodically enduring pandemic lockdowns (collectively "COVID-19 Impacts"). In the third and fourth quarters of 2021, our markets were less affected by COVID-19 Impacts, resulting in positive growth trends in revenue and receivables.
Consolidated Revenue by Product and Segment
The following table summarizes revenue by product, including revenue we earn from operating as a credit services organization ("CSO") by charging a customer a fee for arranging an unrelated third party to make a loan to that customer, which we refer to as "CSO fees", for the period indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended |
| | December 31, 2021 | | December 31, 2020 |
| (in thousands, unaudited) | | U.S. | Canada Direct Lending | Canada POS Lending | Total | % of Total | | U.S. | Canada Direct Lending | Canada POS Lending | Total | % of Total |
| Revolving LOC | | $ 27,911 | | $ 43,943 | | $ 13,704 | | $ 85,558 | | 38.1 | % | | $ 31,111 | | $ 31,962 | | $ — | | $ 63,073 | | 31.2 | % |
| Installment | | 107,606 | | 11,416 | | — | | 119,022 | | 53.1 | % | | 111,899 | | 11,106 | | — | | 123,005 | | 60.9 | % |
| Ancillary | | 3,485 | | 15,170 | | 1,084 | | 19,739 | | 8.8 | % | | 3,578 | | 12,422 | | — | | 16,000 | | 7.9 | % |
| Total revenue | | $ 139,002 | | $ 70,529 | | $ 14,788 | | $ 224,319 | | 100.0 | % | | $ 146,588 | | $ 55,490 | | $ — | | $ 202,078 | | 100.0 | % |
During the three months ended December 31, 2021, total revenue increased $22.2 million, or 11.0%, to $224.3 million, compared to the prior-year period. The year-over-year increase was primarily due to an increase in Canada Direct Lending revenue of $15.0 million, or 27.1%, and $14.8 million of Canada POS Lending revenue, which was acquired in March 2021. This increase was partially offset by a decrease in U.S. revenue of $7.6 million, or 5.2%, as a result of Runoff Portfolios. Excluding Runoff Portfolios, U.S. revenues increased $10.3 million, or 8.4% for the three months ended December 31, 2021 compared to the three months ended December 31, 2020.
Canada POS Lending revenue includes merchant discount revenue ("MDR") for Flexiti, which is recognized over the life of the underlying loan term. For the three months ended December 31, 2021, Canada POS Lending results were impacted by acquisition-related adjustments that reduced total revenue by $1.7 million and net revenue by $4.2 million ("acquisition-related adjustments"). The acquisition included a loan portfolio with a fair value of approximately $196.1 million ("Acquired Portfolio"). The fair value discount of $12.5 million was based on estimated future net cash flows and is recognized in net revenue over the expected life of the Acquired Portfolio (approximately 12 months). This amortization resulted in an increase of $2.5 million for both revenue and loan loss provision for the three months ended December 31, 2021. The Acquired Portfolio also included $14.1 million of unearned MDR and annual and administrative fees, which are not amortized to revenue for the Acquired Portfolio because they did not represent future cash flows post acquisition. For the fourth quarter of 2021, Canada POS Lending revenue and net revenue were both lower by $4.2 million compared to what would have been otherwise reported if the unearned MDR and fees had been recognized over the expected life of the Acquired Portfolio. The acquisition-related adjustments related to the unearned MDR, annual and administrative fees will decline each quarter, until becoming fully amortized by the end of the first quarter of 2022.
The table below recaps acquisition-related adjustments to Canada POS Lending's revenue and net revenue for the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2021 | | Year Ended December 31, |
| (in thousands, unaudited) | Canada POS Lending | | Acquisition-related adjustments | | Adjusted Canada POS Lending | | Canada POS Lending | | Acquisition-related adjustments | | Adjusted Canada POS Lending |
| Interest income | $ | 7,921 | | | $ | (2,499) | | (1) | $ | 5,422 | | | $ | 22,335 | | | $ | (6,614) | | (1) | $ | 15,721 | |
| Other revenue | 6,867 | | | 4,151 | | (2) | 11,018 | | | 12,506 | | | 14,074 | | (2) | 26,580 | |
| Total revenue | $ | 14,788 | | | $ | 1,652 | | | $ | 16,440 | | | $ | 34,841 | | | $ | 7,460 | | | $ | 42,301 | |
| | | | | | | | | | | |
| Provision for losses | 12,511 | | | (2,499) | | (1) | 10,012 | | | 24,638 | | | (6,444) | | (1) | 18,194 | |
| Net revenue | $ | 2,277 | | | $ | 4,151 | | | $ | 6,428 | | | $ | 10,203 | | | $ | 13,904 | | | $ | 24,107 | |
| (1) Acquisition-related adjustments for interest income and provision for losses relate to the amortization of the fair value discount of the Acquired Portfolio. |
| (2) Acquisition-related adjustments for other revenue represents the unearned MDR and annual and administrative fees, which were not included in the opening balance sheet as they did not represent future cash flows as of March 10, 2021, and thus, are not amortized to revenue for the Acquired Portfolio. The acquisition-related adjustments related to the unearned MDR and annual and administrative fees will decline each quarter with the Acquired Portfolio and will be fully amortized by the end of the first quarter of 2022. |
From a product perspective, Revolving LOC revenue for the three months ended December 31, 2021 increased $22.5 million, or 35.6%, year over year, primarily driven by growth in Canada Direct Lending revenue of $12.0 million, or 37.5%, and Canada POS lending of $13.7 million, partially offset by a decline in U.S. revenue of $3.2 million, or 10.3%. Excluding the effects of the Runoff Portfolios, U.S. Revolving LOC revenue increased $2.0 million, or 8.1%, for the three months ended December 31, 2021 compared to the prior-year period.
For the three months ended December 31, 2021, Installment revenue decreased $4.0 million, or 3.2%, compared to the prior-year period. Excluding the Runoff Portfolios, Installment revenue increased $8.7 million, or 8.3%, for the three months ended December 31, 2021 compared to the prior-year period.
Ancillary revenue increased $3.7 million, or 23.4%, versus the prior-year period, primarily due to the sale of insurance products to Revolving LOC and Installment loan customers in Canada.
The following table summarizes revenue by product, including CSO fees, for the period indicated:
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| | For the Year Ended |
| | December 31, 2021 | | December 31, 2020 |
| (in thousands, unaudited) | | U.S. | Canada Direct Lending | Canada POS Lending | Total | % of Total | | U.S. | Canada Direct Lending | Canada POS Lending | Total | % of Total |
| Revolving LOC | | $ 106,302 | | $ 156,000 | | $ 32,289 | | $ 294,591 | | 36.0 | % | | $ 134,449 | | $ 115,053 | | $ — | | $ 249,502 | | 29.4 | % |
| Installment | | 405,409 | | 43,735 | | — | | 449,144 | | 54.9 | % | | 489,057 | | 49,628 | | — | | 538,685 | | 63.6 | % |
| Ancillary | | 14,251 | | 57,304 | | 2,553 | | 74,108 | | 9.1 | % | | 15,018 | | 44,191 | | — | | 59,209 | | 7.0 | % |
| Total revenue | | $ 525,962 | | $ 257,039 | | $ 34,842 | | $ 817,843 | | 100.0 | % | | $ 638,524 | | $ 208,872 | | $ — | | $ 847,396 | | 100.0 | % |
For the year ended December 31, 2021, total revenue declined $29.6 million, or 3.5%, to $817.8 million, compared to the prior year. Excluding Runoff Portfolios, total revenue for the year ended December 31, 2021 increased $33.7 million, or 4.6%, compared to the prior year. Geographically, U.S. revenues declined 17.6% year over year (9.5% excluding Runoff Portfolios) largely due to COVID-19 Impacts, while Canada Direct Lending revenues increased 23.1% due to the continued popularity and growth of Revolving LOC loans. For the year ended December 31, 2021, Canada POS Lending revenue was $34.8 million, inclusive of acquisition-related adjustments which reduced total revenue by $7.5 million.
As described above, certain acquisition-related adjustments related to the amortization of the fair value discount on acquired loans receivable increased Canada POS Lending revenue and net revenue for the year ended December 31, 2021 by $6.6 million and $0.2 million, respectively. For the year ended December 31, 2021, Canada POS Lending revenue and net revenue were both lower by $14.1 million compared to what would have been reported if the unearned MDR and fees had been recognized over the expected life of the Acquired Portfolio.
From a product perspective, Revolving LOC revenues increased $45.1 million, or 18.1%, compared to the prior year, primarily due to growth in Canada Direct Lending revenue of $40.9 million, or 35.6%, and Canada POS Lending of $32.3 million, partially offset by declines in U.S. revenue of $28.1 million, or 20.9%. Excluding Runoff Portfolios, U.S. Revolving LOC revenue decreased $1.6 million, or 1.6%, for the year ended December 31, 2021 compared to the prior year.
For the year ended December 31, 2021, Installment revenues decreased $89.5 million, or 16.6%, compared to the prior year. Excluding Runoff Portfolios, Installment revenue decreased $52.9 million, or 11.6%, primarily as a result of COVID-19 related constraints on demand and the continued shift to Revolving LOC loans.
Ancillary revenues increased $14.9 million, or 25.2%, versus the prior year from the sale of insurance products to Revolving LOC and Installment loan customers in Canada.
The following table presents online revenue and online transaction compositions, including CSO fees, of the products and services that we currently offer within the U.S., excluding Heights, and Canada Direct Lending segments:
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| | Three Months Ended December 31, | | Year Ended December 31, |
| | 2021 | | 2020 | | 2021 | | 2020 |
| Online revenue as a percentage of consolidated revenue | | 50.5 | % | | 50.9 | % | | 50.5 | % | | 48.5 | % |
| Online transactions as a percentage of consolidated transactions | | 61.5 | % | | 58.5 | % | | 60.8 | % | | 54.7 | % |
Online revenue as a percentage of consolidated revenue was stable for the three months ended December 31, 2021 compared to the prior-year period. For the year ended December 31, 2021, online revenue as a percentage of consolidated revenue increased as a result of our store closures during the second and third quarters of 2021, as well as the continued transition of customers to our online channel.
Consolidated Loans Receivable
The following table reconciles Company Owned gross loans receivable, a GAAP-basis balance sheet measure, to Gross combined loans receivable, a non-GAAP measure(1). Gross combined loans receivable includes loans originated by third-party lenders through CSO programs, which are not included in the Consolidated Financial Statements but from which we earn revenue by providing a guarantee to the unaffiliated lender.
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| | | | | As of | | | | | | | | | |
| (in thousands, unaudited) | | | December 31, 2021 | | September 30, 2021 | | June 30, 2021 | | March 31, 2021 | | December 31, 2020 | | | | | | | | | | | | | | | | | | | |
| U.S. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revolving LOC | | | $ 52,532 | | | $ 51,196 | | | $ 47,277 | | | $ 43,387 | | | $ 55,561 | | | | | | | | | | | | | | | | | | | | | | | | |
| Installment - Company Owned | | | 609,413 | | | 137,987 | | | 139,234 | | | 142,396 | | | 167,890 | | | | | | | | | | | | | | | | | | | | | | | | |
| Canada Direct Lending | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revolving LOC | | | 402,405 | | | 366,509 | | | 337,700 | | | 319,307 | | | 303,323 | | | | | | | | | | | | | | | | | | | | | | | | |
| Installment | | | 24,792 | | | 24,315 | | | 23,564 | | | 24,385 | | | 26,948 | | | | | | | | | | | | | | | | | | | | | | | | |
| Canada POS Lending | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revolving LOC | | | 459,176 | | | 302,349 | | | 221,453 | | | 201,539 | | | — | | | | | | | | | | | | | | | | | | | | | | | | |
| Company Owned gross loans receivable | | | $ 1,548,318 | | | $ 882,356 | | | $ 769,228 | | | $ 731,014 | | | $ 553,722 | | | | | | | | | | | | | | | | | | | | | | | | |
| Gross loans receivable Guaranteed by the Company | | | 46,317 | | | 43,422 | | | 37,093 | | | 32,439 | | | 44,105 | | | | | | | | | | | | | | | | | | | | | | | | |
Gross combined loans receivable (1) | | | $ 1,594,635 | | | $ 925,778 | | | $ 806,321 | | | $ 763,453 | | | $ 597,827 | | | | | | | | | | | | | | | | | | | | | | | | |
(1) See "Non-GAAP Financial Measures" at the end of this release for definition and more information. | | | | | | | | | | | | | | | | | |
Gross combined loans receivable increased $996.8 million, or 166.7%, to $1,594.6 million as of December 31, 2021, from $597.8 million as of December 31, 2020. Gross combined loans receivables as of December 31, 2021 included $196.1 million and approximately $472 million of receivables acquired on the date of acquisition of Flexiti and Heights, respectively. Canada POS Lending has continued to grow rapidly throughout the year, particularly beginning in July 2021 with Flexiti beginning its exclusive POS financing partnership with LFL Group. In addition, the holiday season drove $114.4 million of Canada POS Lending loan growth in November and December. Excluding loans acquired on March 10, 2021 and December 27, 2021, gross combined loans receivables increased $329.0 million, or 41.4%, primarily driven by Canada Direct Lending growth of $96.9 million, or 29.3%. U.S. gross combined loans receivable, excluding Heights, decreased $30.9 million, or 11.6%, primarily due to (i) COVID-19 Impacts and (ii) the aforementioned Runoff Portfolios. Excluding Runoff Portfolios and gross loans receivables acquired with Heights, U.S. gross combined loans receivable grew $24.3 million, or 12.6%.
Sequentially, gross combined loans receivable increased $668.9 million, or 72.2%. Geographically, U.S. grew sequentially by $475.7 million, or 204.5%, as a result of our acquisition of Heights, which accounted for approximately $472 million of loans receivable as of December 31, 2021. Canada grew sequentially by $193.2 million, or 27.9%, primarily driven by Canada POS Lending growth of $156.8 million, or 51.9%, and Canada Direct Lending Revolving LOC growth of $35.9 million, or 9.8%. Excluding Heights, gross combined loans receivable increased $197.2 million, or 21.3%, sequentially, as consumer demand increased in the fourth quarter. Gross combined loans receivable performance by product and segment is described further in the following sections.
Results of Consolidated Operations
Beginning December 31, 2021, we changed our presentation of operating expenses on our Statements of Operations. The December 31, 2020 presentation has been revised to conform to the current year presentation. Refer to the comparison of "Three Months Ended December 31, 2021 and 2020" below for a description of expenses included within each operating expense line item.
Consolidated Statements of Operations
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| (in thousands, unaudited) | | Three Months Ended December 31, | | Year Ended December 31, |
| 2021 | 2020 | Change $ | Change % | | 2021 | 2020 | Change $ | Change % |
| Revenue | | $ 224,319 | | $ 202,078 | | $ 22,241 | | 11.0 | % | | $ 817,843 | | $ 847,396 | | ($ 29,553) | | (3.5) | % |
| Provision for losses | | 93,640 | | 69,832 | | 23,808 | | 34.1 | % | | 245,668 | | 288,811 | | (43,143) | | (14.9) | % |
| Net revenue | | 130,679 | | 132,246 | | (1,567) | | (1.2) | % | | 572,175 | | 558,585 | | 13,590 | | 2.4 | % |
| Operating Expenses | | | | | | | | | | |
| Salaries and benefits | | 61,762 | | 52,578 | | 9,184 | | 17.5 | % | | 237,109 | | 196,817 | | 40,292 | | 20.5 | % |
| Occupancy | | 13,698 | | 14,870 | | (1,172) | | (7.9) | % | | 55,559 | | 57,271 | | (1,712) | | (3.0) | % |
| Advertising | | 13,938 | | 12,158 | | 1,780 | | 14.6 | % | | 38,762 | | 44,552 | | (5,790) | | (13.0) | % |
| Direct operations | | 19,504 | | 11,119 | | 8,385 | | 75.4 | % | | 60,056 | | 46,893 | | 13,163 | | 28.1 | % |
| Depreciation and amortization | | 7,270 | | 4,186 | | 3,084 | | 73.7 | % | | 26,955 | | 17,498 | | 9,457 | | 54.0 | % |
| Other operating expense | | 25,836 | | 12,351 | | 13,485 | | 109.2 | % | | 74,682 | | 47,048 | | 27,634 | | 58.7 | % |
| Total operating expenses | | 142,008 | | 107,262 | | 34,746 | | 32.4 | % | | 493,123 | | 410,079 | | 83,044 | | 20.3 | % |
| Other expense (income) | | | | | | | | | | |
| Interest expense | | 28,550 | | 18,691 | | 9,859 | | 52.7 | % | | 97,334 | | 72,709 | | 24,625 | | 33.9 | % |
| | | | | | | | | | |
| Income from equity method investment | | (2,982) | | (1,893) | | (1,089) | | 57.5 | % | | (3,658) | | (4,546) | | 888 | | (19.5) | % |
| Gain from equity method investment | | — | | — | | — | | # | | (135,387) | | — | | (135,387) | | # |
| Loss on extinguishment of debt | | — | | — | | — | | # | | 40,206 | | — | | 40,206 | | # |
| Total other expense (income) | | 25,568 | | 16,798 | | 8,770 | | 52.2 | % | | (1,505) | | 68,163 | | (69,668) | | # |
| (Loss) income from continuing operations before income taxes | | (36,897) | | 8,186 | | (45,083) | | # | | 80,557 | | 80,343 | | 214 | | 0.3 | % |
| (Benefit) provision for incomes taxes | | (8,018) | | 3,712 | | (11,730) | | # | | 21,223 | | 5,895 | | 15,328 | | # |
| Net (loss) income from continuing operations | | (28,879) | | 4,474 | | (33,353) | | # | | 59,334 | | 74,448 | | (15,114) | | (20.3) | % |
| Net income from discontinued operations, net of tax | | — | | — | | — | | # | | — | | 1,285 | | (1,285) | | # |
| Net (loss) income | | ($ 28,879) | | $ 4,474 | | ($ 33,353) | | # | | $ 59,334 | | $ 75,733 | | ($ 16,399) | | (21.7) | % |
| # - Variance greater than 100% or not meaningful |
|
Reconciliation of Net (Loss) Income from Continuing Operations and Diluted (Loss) Earnings per Share to Adjusted Net (Loss) Income and Adjusted Diluted (Loss) Earnings per Share, non-GAAP measures
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands, except per share data, unaudited) | | Three Months Ended December 31, | | For the Year Ended December 31, |
| 2021 | 2020 | Change $ | Change % | | 2021 | 2020 | Change $ | Change % |
| Net (loss) income from continuing operations | | ($ 28,879) | | $ 4,474 | | ($ 33,353) | | # | | $ 59,334 | | $ 74,448 | | ($ 15,114) | | (20.3) | % |
| Adjustments: | | | | | | | | | | |
| | | | | | | | | | |
Restructuring costs (1) | | 1,303 | | — | | | | | 12,717 | | — | | | |
Legal and other costs (2) | | 1,764 | | 146 | | | | | 2,134 | | 2,925 | | | |
| | | | | | | | | | |
Income from equity method investment (3) | | (2,982) | | (1,893) | | | | | (3,658) | | (4,546) | | | |
Gain from equity method investment (4) | | — | | — | | | | | (135,387) | | — | | | |
Transaction costs (5) | | 8,924 | | 2,014 | | | | | 15,406 | | 2,737 | | | |
Acquisition-related adjustments (6) | | 4,162 | | — | | | | | 13,949 | | — | | | |
Change in fair value of contingent consideration (7) | | 2,384 | | — | | | | | 6,209 | | — | | | |
Loss on extinguishment of debt (8) | | — | | — | | | | | 42,262 | | — | | | |
Share-based compensation (9) | | 3,828 | | 3,014 | | | | | 13,976 | | 12,910 | | | |
Intangible asset amortization (10) | | 1,811 | | 705 | | | | | 6,282 | | 2,951 | | | |
Canada GST adjustment (11) | | — | | — | | | | | — | | 2,160 | | | |
Income tax valuations (12) | | — | | — | | | | | — | | (3,472) | | | |
Impact of tax law changes (13) | | — | | — | | | | | — | | (11,251) | | | |
Cumulative tax effect of adjustments (14) | | (4,603) | | 96 | | | | | 8,455 | | (4,534) | | | |
| Adjusted Net (Loss) Income | | ($ 12,288) | | $ 8,556 | | ($ 20,844) | | # | | $ 41,679 | | $ 74,328 | | ($ 32,649) | | (43.9) | % |
| | | | | | | | | | |
| Net (loss) income from continuing operations | | ($ 28,879) | | $ 4,474 | | | | | $ 59,334 | | $ 74,448 | | | |
| Diluted Weighted Average Shares Outstanding | | 40,254 | | 42,579 | | | | | 43,143 | | 42,091 | | | |
| Adjusted Diluted Average Shares Outstanding | | 42,389 | | 42,579 | | | | | 43,143 | | 42,091 | | | |
| Diluted (Loss) Earnings per Share from continuing operations | | ($ 0.72) | | $ 0.11 | | ($ 0.83) | | # | | $ 1.38 | | $ 1.77 | | ($ 0.39) | | (22.0) | % |
| Per Share impact of adjustments to Net income from continuing operations | | 0.43 | | 0.09 | | | | | (0.41) | | — | | | |
| Adjusted Diluted (Loss) Earnings per Share | | ($ 0.29) | | $ 0.20 | | ($ 0.49) | | (245.0) | % | | $ 0.97 | | $ 1.77 | | ($ 0.80) | | (45.2) | % |
| Note: Footnotes follow Reconciliation of Net (loss) income table on the next page |
|
Reconciliation of Net (Loss) Income from Continuing Operations to EBITDA and Adjusted EBITDA, Non-GAAP Measures
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | For the Year Ended December 31, |
| (in thousands, unaudited) | | 2021 | 2020 | Change $ | Change % | | 2021 | 2020 | Change $ | Change % |
| Net (loss) income from continuing operations | | ($ 28,879) | | $ 4,474 | | ($ 33,353) | | # | | $ 59,334 | | $ 74,448 | | ($ 15,114) | | (20.3) | % |
| (Benefit) provision for income taxes | | (8,018) | | 3,712 | | (11,730) | | # | | 21,223 | | 5,895 | | 15,328 | | # |
| Interest expense | | 28,550 | | 18,691 | | 9,859 | | 52.7 | % | | 97,334 | | 72,709 | | 24,625 | | 33.9 | % |
| Depreciation and amortization | | 7,270 | | 4,186 | | 3,084 | | 73.7 | % | | 26,955 | | 17,498 | | 9,457 | | 54.0 | % |
| EBITDA | | (1,077) | | 31,063 | | (32,140) | | # | | 204,846 | | 170,550 | | 34,296 | | 20.1 | % |
Restructuring costs (1) | | 1,303 | | — | | | | | 12,717 | | — | | | |
Legal and other costs (2) | | 1,764 | | 146 | | | | | 2,134 | | 2,925 | | | |
| | | | | | | | | | |
Income from equity method investment (3) | | (2,982) | | (1,893) | | | | | (3,658) | | (4,546) | | | |
Gain from equity method investment (4) | | — | | — | | | | | (135,387) | | — | | | |
Transaction costs (5) | | 7,258 | | 2,014 | | | | | 13,740 | | 2,737 | | | |
Acquisition-related adjustments (6) | | 4,162 | | — | | | | | 13,949 | | — | | | |
Change in fair value of contingent consideration (7) | | 2,384 | | — | | | | | 6,209 | | — | | | |
Loss on extinguishment of debt (8) | | — | | — | | | | | 40,206 | | — | | | |
Share-based compensation (9) | | 3,828 | | 3,014 | | | | | 13,976 | | 12,910 | | | |
Canada GST adjustment (11) | | — | | — | | | | | — | | 2,160 | | | |
Other adjustments (15) | | (95) | | (12) | | | | | (487) | | 627 | | | |
| Adjusted EBITDA | | $ 16,545 | | $ 34,332 | | ($ 17,787) | | (51.8) | % | | $ 168,245 | | $ 187,363 | | ($ 19,118) | | (10.2) | % |
| Adjusted EBITDA Margin | | 7.4 | % | 17.0 | % | | | | 20.6 | % | 22.1 | % | | |
| # - Change greater than 100% or not meaningful |
| | | | | |
| (1) | Restructuring costs for the three months and year ended December 31, 2021 resulted from U.S. store closures and consisted of (i) severance costs for store employees, (ii) lease termination costs, and (iii) accelerated depreciation, partially offset by the net write-off of right-of-use ("ROU") assets and lease liabilities. |
| (2) | Legal and other costs for the three months and year ended December 31, 2021 primarily related to fees incurred in certain legal matters in which CURO was the plaintiff. No further costs are expected for that case.
Legal and other costs for the three months and year ended December 31, 2020 included (i) settlement costs related to certain legal matters (ii) costs for certain securities litigation and related matters and (iii) severance costs for certain corporate employees separate from restructuring costs. |
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| (3) | The amount reported is our share of Katapult's U.S. GAAP net income, recognized on a one quarter lag. |
| (4) | During the year ended December 31, 2021, we recorded a gain on our investment in Katapult of $135.4 million. The gain represents cash we received, net of the basis of our investment in Katapult, upon the completion of the business combination between Katapult and FinServ. |
| (5) | Transaction costs for the year ended December 31, 2021 in determining AEBITDA and ANI relate to (i) our Heights acquisition in December 2021, (ii) our Flexiti acquisition in March 2021, and (iii) the Katapult and FinServ business combination in June 2021. Transaction costs in determining ANI for the year ended December 31, 2021 also included prepayment fees of $1.7 million for our Non-Recourse Flexiti SPE Facility in connection to the signing of the Non-Recourse Flexiti Securitization Facility in December 2021.
Transaction costs for the year ended December 30, 2020 relate to the acquisition of Ad Astra and legal and advisory costs related to the Flexiti acquisition. |
| (6) | During the three months and year ended December 31, 2021, $4.2 million and $13.9 million, respectively, of acquisition-related adjustments relate to the acquired Flexiti loan portfolio as of March 10, 2021. Refer to "Consolidated Revenue by Product and Segment" for additional details. |
| (7) | In connection with our acquisition of Flexiti, we recorded a $2.4 million and $6.2 million adjustment related to the fair value of the contingent consideration for the three months and year ended December 31, 2021, respectively. |
| (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 year ended December 31, 2021, $40.2 million from the loss on the extinguishment of debt in determining Adjusted EBITDA 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 31, 2021 in determining Adjusted Net income, which represents interest on the 8.25% Senior Secured Notes due 2025 for the period between July 30, 2021 and August 12, 2021. This is the period during which the 8.25% Senior Secured Notes and 7.50% Senior Secured Notes were both outstanding. |
| (9) | The 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 in the determining ANI for the year ended December 31, 2021 primarily included amortization of identifiable intangible assets established in connection with the acquisition of Flexiti. |
| (11) | We received a Notice of Adjustment from Canadian tax authority auditors in the second quarter 2020 related to the treatment of certain expenses in prior years for purposes of calculating the Goods and Services Tax ("GST") due. |
| (12) | During the year ended December 31, 2020, a Texas court ruling related to the apportionment of income to the state for an unrelated company resulted in a change in estimate regarding the realization of a tax benefit previously taken. Accordingly, we recorded a $1.1 million liability for our estimated exposure related to this position, which was settled in April 2021. Also in the year ended December 31, 2020, we released a $4.6 million valuation allowance related to Net Operating Losses ("NOLs") for certain entities in Canada. |
| (13) | On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was enacted by the U.S. Federal government in response to the COVID-19 pandemic. The CARES Act, among other things, allows NOLs incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. For the year ended December 31, 2020, we recorded an income tax benefit of $11.3 million related to the carryback of NOL from tax years 2018 and 2019. |
| (14) | Cumulative tax effect of adjustments included in Reconciliation of Net (loss) income from continuing operations Adjusted Net (Loss) Income table is calculated using the estimated incremental tax rate by country. |
| (15) | Other adjustments primarily reflect the intercompany foreign-currency exchange impact. |
For the Three Months Ended December 31, 2021 and 2020
Revenue and Net Revenue
For a discussion of revenue, see "Consolidated Revenue by Product and Segment" above.
Provision for losses increased by $23.8 million, or 34.1%, for the three months ended December 31, 2021 compared to the prior-year period, primarily driven by upfront provisioning on rapid customer growth late in the quarter in Canada POS Lending and higher past-due rates and NCO rates year over year in Canada Direct Lending. Refer to "Loan Volume and Portfolio Performance Analysis" and "Segment Analysis" sections below for additional details.
Operating Expenses
Salaries and benefits, which consist of salaries and personnel-related costs, including benefits, bonuses and share-based compensation expense, were $61.8 million for the three months ended December 31, 2021, an increase of $9.2 million, or 17.5%, compared to the prior-year period. Excluding costs associated with Canada POS Lending, salaries and benefits increased $3.1 million, or 5.9%, primarily due to timing and level of performance-based variable compensation.
Occupancy costs, which include rent expense on our leased facilities and equipment, utilities, insurance and certain maintenance expenses, were $13.7 million for the three months ended December 31, 2021, a decrease of $1.2 million, or 7.9%, compared to the prior-year period. Excluding costs associated with Canada POS Lending, occupancy costs decreased $1.4 million, or 9.5%, primarily due to store closures in the U.S. during the second and third quarters of 2021.
Advertising costs increased $1.8 million, or 14.6%, year over year in response to product demand changes. Excluding costs associated with Canada POS Lending, advertising costs increased $1.0 million, or 8.1%. The prior year was influenced by COVID-19 Impacts and pandemic-induced lockdowns.
Direct operations, which include all expenses associated with the direct operations and technology infrastructure related to loan underwriting, collections and processing, were $19.5 million for the three months ended December 31, 2021, an increase of $8.4 million, or 75.4%, compared to the prior-year period. Excluding costs associated with Canada POS Lending, direct operations increased $1.6 million, or 14.2%, primarily due to higher consumer demand year over year, resulting in higher collection and processing costs.
Depreciation and amortization expense for the three months ended December 31, 2021 increased $3.1 million, or 73.7%, compared to the prior-year period. Excluding costs associated with Canada POS Lending, depreciation and amortization expense decreased $0.2 million, or 5.4%. primarily due store closures in the U.S. during the second and third quarters of 2021.
Other operating expenses, which include office expenses, legal and professional fees, and certain store closure costs, were $25.8 million for the three months ended December 31, 2021, an increase of $13.5 million, or 109.2%, compared to the prior-year period. Excluding costs associated with Canada POS Lending, other operating expenses increased $9.2 million, or 74.6%, primarily driven by (i) $7.3 million of transaction costs related to our acquisition of Heights in the fourth quarter of 2021 and (ii) $1.0 million of certain store closure costs in the U.S., as further described in "Segment Analysis" below.
Other Expense (Income)
Interest Expense
Interest expense for the three months ended December 31, 2021 increased $9.9 million, or 52.7%, compared to the prior-year period, primarily related to (i) interest on debt acquired with the acquisition of Flexiti, (ii) interest expense associated with our additional $250.0 million issuance of our 7.50% Senior Secured Notes, and (iii) higher year-over-year interest on our Non-Recourse U.S. SPV Facility.
Equity Method Investment
We account for our investment in Katapult using the equity method of accounting. The investment is included in "Investments in Katapult" on the Consolidated Balance Sheet. Our share of Katapult's earnings was $3.0 million for the three months ended December 31, 2021, which we recognize on a one-quarter lag. Those earnings included a gain from revaluing Katapult's public and private warrant liability. During the fourth quarter of 2021, we purchased an additional 2.6 million of Katapult's common stock for $10.0 million, which increased our ownership in Katapult from 19.3% to 25.2% on a fully diluted basis assuming full pay-out of earn-out shares as of December 31, 2021.
Provision for Income Taxes
The effective income tax rate for the three months ended December 31, 2021 was 21.7%. The effective income tax rate was lower than the blended federal and state/provincial statutory rate of approximately 26%, primarily as a result of proportionally more losses in lower-tax rate jurisdictions. In addition, we recorded an income tax benefit for share-based compensation of $0.6 million. These benefits were offset by nondeductible expenses related to the change in fair value of contingent consideration of $0.6 million and nondeductible transaction costs of $0.9 million. The effective income tax rate of adjusted tax expense included in Adjusted Net Loss for the three months ended December 31, 2021, was 21.7%.
For the Year Ended December 31, 2021 and 2020
Revenue and Net Revenue
For a discussion of revenue, see "Consolidated Revenue by Product and Segment" above.
Provision for losses decreased by $43.1 million, or 14.9%, for the year ended December 31, 2021 compared to the prior year. The decrease in provision for losses was primarily a result of lower average loan balances in the U.S. and multiple rounds of U.S. government stimulus associated with COVID-19, partially offset by provisioning on Canada Direct Lending growth and upfront loss provisioning on rapid customer receivables growth late in the quarter in Canada POS Lending. Refer to "Loan Volume and Portfolio Performance Analysis" and "Segment Analysis" sections below for additional details.
Operating Expenses
Salaries and benefits were $237.1 million for the year ended December 31, 2021, an increase of $40.3 million, or 20.5%, compared to the prior year. Excluding costs associated with Canada POS Lending, salaries and benefits increased $25.8 million, or 13.1%, primarily due to timing and level of performance-based variable compensation and personnel investments to support Canada Direct Lending growth.
Occupancy costs were $55.6 million for the year ended December 31, 2021, a decrease of $1.7 million, or 3.0%, compared to the prior year. Excluding costs associated with Canada POS Lending, occupancy costs decreased $2.2 million, or 3.9%, primarily due to store closures in the U.S. during the second and third quarters of 2021.
Advertising costs decreased $5.8 million, or 13.0% year over year, and $7.1 million, or 15.9%, excluding Canada POS Lending. The prior-year period included costs for Verge Installment loans which have since been suspended, as described further in "Segment Analysis" below.
Direct operations were $60.1 million for the year ended December 31, 2021, an increase of $13.2 million, or 28.1%, compared to the prior year. Excluding costs associated with Canada POS Lending, direct operations decreased $1.2 million, or 2.6%, primarily driven by lower collection fees in the U.S. due to lower year over year demand and multiple rounds of significant U.S. government stimulus associated with the COVID-19 pandemic.
Depreciation and amortization expense increased $9.5 million, or 54.0%, year over year. Excluding costs associated with Canada POS Lending, depreciation and amortization expense decreased $1.0 million, or 5.6%, primarily driven by our store closures in the U.S. during the second and third quarters of 2021.
Other operating expenses were $74.7 million for the year ended December 31, 2021, an increase of $27.6 million, or 58.7%, compared to the prior year. Excluding costs associated with Canada POS Lending, other operating expenses increased $17.8 million, or 37.9%, primarily due to (i) $13.7 million of transaction costs related to our acquisition of Flexiti in March 2021, our acquisition of Heights in December 2021, and the Katapult and FinServ merger in June 2021, and (ii) $8.8 million of certain restructuring costs related to our second and third quarter store closures in the U.S..
Other Expense (Income)
Interest Expense
Interest expense for the year ended December 31, 2021 increased $24.6 million, or 33.9%, primarily related to (i) interest on debt acquired as part of the acquisition of Flexiti, (ii) higher year-over-year interest on our Non-Recourse U.S. SPV Facility, and (iii) interest expense associated with the additional issuance of our 7.50% Senior Secured Notes. An additional $2.1 million of interest was incurred for the year ended December 31, 2021, which represents interest on the 8.25% Senior Secured Notes for the period between July 30, 2021 and August 12, 2021. This is the period during which both the 8.25% Senior Secured Notes and 7.50% Senior Secured Notes were outstanding.
Equity Method Investment
We recognize our share of Katapult’s earnings or loss on a one-quarter lag. Our share of Katapult's earnings was $3.7 million for the year ended December 31, 2021, which included a gain from revaluing Katapult's public and private warrant liability. During the fourth quarter of 2021, we purchased an additional 2.6 million of Katapult's common stock for $10.0 million, which increased our ownership in Katapult from 19.3% to 25.2% on a fully diluted basis assuming full pay-out of earn-out shares as of December 31, 2021.
On June 9, 2021, Katapult completed its merger with FinServ. As part of the merger, we received cash consideration of $146.9 million and retained ownership through shares after the merger. As of December 31, 2021, our total cash investment in Katapult is $37.6 million.
Loss on Extinguishment of Debt
Loss on extinguishment of debt for the year ended December 31, 2021 was due to the redemption of the 8.25% Senior Secured Notes.
Provision for Income Taxes
The effective income tax rate for the year ended December 31, 2021 was 26.3%, consistent with the blended federal and state/provincial statutory rate of approximately 26%. The income tax expense includes nondeductible expense items related to the change in fair value of contingent consideration of $1.6 million, and nondeductible transaction costs of $1.2 million, partially offset by proportionally more net income in lower-tax rate jurisdictions, driven by the gain on the Katapult transaction of $146.9 million in the second quarter of 2021 and the loss on extinguishment of debt of $40.2 million in the third quarter of 2021.
Additionally, income tax expense includes the release of a valuation allowance of $0.4 million due to our share of Katapult's income, tax benefits related to share-based compensation of $0.8 million, $0.2 million tax expense of additional Texas accrual for 2020 due to the settlement of 2013 to 2019 Texas returns, and a tax benefit of $0.9 million for the recognition of research and development tax credit.
The effective income tax rate of adjusted tax expense included in Adjusted Net Income for the year ended December 31, 2021 was 23.5%.
Segment Analysis
The following is a summary of portfolio performance and results of operations for the segment and period indicated (all periods unaudited except for Q4 2020).
U.S. Portfolio Performance
On December 27, 2021, we acquired Heights which accounted for approximately $472 million of U.S. 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 from the table and related analysis below for the fourth quarter of 2021.
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| (in thousands, except percentages) | | Q4 2021 | Q3 2021 | Q2 2021 | Q1 2021 | | Q4 2020 | | |
Gross combined loans receivable (1) | | | | | | | | | |
| Revolving LOC | | $ 52,532 | $ 51,196 | $ 47,277 | $ 43,387 | | $ 55,561 | | |
| Installment loans - Company Owned | | 137,782 | 137,987 | 139,234 | 142,396 | | 167,890 | | |
| Total U.S. Company Owned gross loans receivable | | 190,314 | 189,183 | 186,511 | 185,783 | | 223,451 | | |
Installment loans - Guaranteed by the Company (2) | | 46,317 | 43,422 | 37,093 | 32,439 | | 44,105 | | |
Total U.S. gross combined loans receivable (1) | | $ 236,631 | $ 232,605 | $ 223,604 | $ 218,222 | | $ 267,556 | | |
| | | | | | | | | |
| Lending Revenue: | | | | | | | | | |
| Revolving LOC | | $ 27,911 | $ 27,377 | $ 24,091 | $ 26,923 | | $ 31,111 | | |
| Installment loans - Company Owned | | 56,820 | 57,659 | 55,918 | 64,516 | | 68,927 | | |
Installment loans - Guaranteed by the Company (2) | | 47,348 | 43,377 | 34,908 | 41,425 | | 42,972 | | |
| Total U.S. lending revenue | | $ 132,079 | $ 128,413 | $ 114,917 | $ 132,864 | | $ 143,010 | | |
| | | | | | | | | |
| Lending Provision: | | | | | | | | | |
| Revolving LOC | | $ 11,592 | $ 8,140 | $ 6,621 | $ 5,039 | | $ 11,583 | | |
| Installment loans - Company Owned | | 18,618 | 16,792 | 14,048 | 11,159 | | 24,629 | | |
Installment loans - Guaranteed by the Company (2) | | 25,967 | 23,146 | 12,583 | 9,648 | | 22,621 | | |
| Total U.S. lending provision | | $ 56,177 | $ 48,078 | $ 33,252 | $ 25,846 | | $ 58,833 | | |
| | | | | | | | | |
| Lending Net Revenue | | | | | | | | | |
| Revolving LOC | | $ 16,319 | $ 19,237 | $ 17,470 | $ 21,884 | | $ 19,528 | | |
| Installment loans - Company Owned | | 38,202 | 40,867 | 41,870 | 53,357 | | 44,298 | | |
Installment loans - Guaranteed by the Company (2) | | 21,381 | 20,231 | 22,325 | 31,777 | | 20,351 | | |
| Total U.S. lending net revenue | | $ 75,902 | $ 80,335 | $ 81,665 | $ 107,018 | | $ 84,177 | | |
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| NCOs | | | | | | | | | |
| Revolving LOC | | $ 11,481 | $ 8,329 | $ 7,271 | $ 9,904 | | $ 12,500 | | |
| Installment loans - Company Owned | | 19,664 | 19,548 | 18,617 | 17,313 | | 19,620 | | |
Installment loans - Guaranteed by the Company (2) | | 26,065 | 21,404 | 12,044 | 12,150 | | 21,590 | | |
| Total U.S. NCOs | | $ 57,210 | $ 49,281 | $ 37,932 | $ 39,367 | | $ 53,710 | | |
| | | | | | | | | |
NCO rate (3) | | | | | | | | | |
| Revolving LOC | | 22.1% | 16.9% | 16.0% | 20.0% | | 22.3% | | |
| Installment loans - Company Owned | | 14.3% | 14.1% | 13.2% | 11.2% | | 12.4% | | |
| Total U.S. Company Owned NCO rate | | 16.4% | 14.8% | 13.9% | 13.3% | | 15.0% | | |
Installment loans - Guaranteed by the Company (2) | | 58.1% | 53.2% | 34.6% | 31.7% | | 51.5% | | |
| Total U.S. NCO rate | | 24.4% | 21.6% | 17.2% | 16.2% | | 21.0% | | |
| | | | | | | | | |
Allowance for loan losses ("ALL") and CSO Liability for Losses (4) | | | | | |
| Revolving LOC | | $ 13,591 | $ 13,480 | $ 13,669 | $ 14,319 | | $ 19,185 | | |
| Installment loans - Company Owned | | 17,445 | 18,491 | 21,246 | 25,815 | | 31,971 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands, except percentages) | | Q4 2021 | Q3 2021 | Q2 2021 | Q1 2021 | | Q4 2020 | | |
Installment loans - Guaranteed by the Company (2) | | 6,908 | 7,007 | 5,265 | 4,727 | | 7,228 | | |
| Total U.S. ALL and CSO Liability for Losses | | $ 37,944 | $ 38,978 | $ 40,180 | $ 44,861 | | $ 58,384 | | |
| | | | | | | | | |
ALL and CSO Liability for Losses rate (5) | | | | | | | | | |
| Revolving LOC | | 25.9% | 26.3% | 28.9% | 33.0% | | 34.5% | | |
| Installment loans - Company Owned | | 12.7% | 13.4% | 15.3% | 18.1% | | 19.0% | | |
| Total U.S. Company Owned ALL rate | | 16.3% | 16.9% | 18.7% | 21.6% | | 22.9% | | |
Installment loans - Guaranteed by the Company (2) | | 14.9% | 16.1% | 14.2% | 14.6% | | 16.4% | | |
| Total ALL and CSO Liability for Losses rate | | 16.0% | 16.8% | 18.0% | 20.6% | | 21.8% | | |
| | | | | | | | | |
Past-due rate (5) | | | | | | | | | |
| Revolving LOC | | 30.5% | 30.5% | 26.6% | 26.3% | | 30.7% | | |
| Installment loans - Company Owned | | 19.4% | 20.1% | 18.7% | 18.0% | | 19.0% | | |
| Total U.S. Company Owned past-due rate | | 22.5% | 22.9% | 20.7% | 19.9% | | 21.9% | | |
| | | | | | | | | |
Installment loans - Guaranteed by the Company (2) | | 17.7% | 19.8% | 17.4% | 12.8% | | 14.1% | | |
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| (1) Non-GAAP measure. For a description of each non-GAAP metric, see "Non-GAAP Financial Measures." |
| (2) Includes loans originated by third-party lenders through CSO programs. Installment gross loans receivable Guaranteed by the Company are not included in the Consolidated Financial Statements. |
| (3) We calculate NCO rate as total NCOs divided by Average gross loans receivables. |
| (4) We report ALL as a contra-asset reducing gross loans receivable and the CSO Liability for Losses as a liability on the Consolidated Balance Sheets. |
| (5) We calculate (i) ALL and CSO Liability for losses rate and (ii) past-due rate as the respective totals divided by gross loans receivable at each respective quarter end. |
|
U.S. Net Revenue
U.S. revenues, excluding Heights, decreased by $11.3 million, or 7.7%, to $135.3 million, compared to the prior-year period for the three months ended December 31, 2021, primarily as a result of the COVID-19 Impacts on gross combined loans receivable and Runoff Portfolios due to regulatory changes. See the loan performance discussions below for further details. Excluding Runoff Portfolios, U.S. revenues increased $6.6 million, or 5.4%.
The provision for losses decreased $2.2 million, or 3.8%, year over year, primarily as a result of sustained favorable NCO rates and stable past-due rates since the onset of COVID-19. U.S. past-due rates, including for loans Guaranteed by the Company, increased by 90 bps, or 4.5%, year over year, but improved 75 bps, or 3.4%, sequentially. For the three months ended December 31, 2021, the U.S. NCO rate increased 340 bps, or 16.4%, year over year, and increased 280 bps, or 12.9%, sequentially, primarily due to loan growth, and a mix shift in customer and origination channel.
U.S. Revolving LOC loan performance
U.S. Revolving LOC loan balances as of December 31, 2021 decreased $3.0 million, or 5.5%, compared to the prior year, resulting in a related revenue decrease of $3.2 million, or 10.3%, primarily due to the runoff of Virginia Revolving LOC loans. Excluding the Runoff Portfolios, U.S. Revolving LOC gross loans receivable increased $3.8 million, or 8.2%, year over year, and related revenue increased $2.0 million, or 8.1%. Sequentially, U.S. Revolving LOC loan balances increased $1.3 million, or 2.6%. The Revolving LOC allowance coverage decreased year over year from 34.5% to 25.9% for the three months ended December 31, 2021. The decrease was due to stable past-due rates, a decline in troubled debt restructuring ("TDR") loans as a percentage of total gross loans receivable and sustained favorable NCO trends during 2021. For the three months ended December 31, 2021, NCO rates improved from 22.3% to 22.1% year over year and past-due rates improved from 30.7% to 30.5%.
U.S. Installment loan performance - Company Owned
U.S. Installment loan balances as of December 31, 2021 decreased $30.1 million, or 17.9%, year over year and revenue decreased $12.1 million, or 17.6%, compared to the prior year, primarily due to COVID-19 Impacts and Runoff Portfolios. Excluding the Runoff Portfolios, U.S. Installment loans increased $18.3 million, or 17.9%, year over year, and related revenue increased $0.5 million, or 1.1%. The Installment loans allowance coverage decreased from 19.0% in the prior year to 12.7% as of December 31, 2021, largely due to the aforementioned Runoff Portfolios, stable past-due rates and sustained favorable NCO rates. Sequentially, allowance coverage decreased from 13.4% to 12.7% as a result of lower past-due loans and stable NCOs.
We launched Verge Installment loans originated by Stride Bank in the fourth quarter of 2019 and executed pilot programs in several states. After testing various offers, rates, terms and approval criteria, Stride informed us in the first quarter of 2021 that it planned to focus on near-prime loans as they represented a larger addressable market and offered greater opportunity to scale. As a result, Stride discontinued new Verge Credit loans in April 2021. Verge loan balances totaled $6.2 million as of December 31, 2021. We expect to continue to see an orderly runoff of these balances over approximately the next 15 months.
U.S. Installment loan performance - Guaranteed by the Company
U.S. Installment loans Guaranteed by the Company increased $2.2 million, or 5.0%, year over year and increased $2.9 million, or 6.7%, sequentially. The CSO liability for losses rate decreased from 16.4% to 14.9% year over year due to sustained favorable NCO rates since the onset of COVID-19. Sequentially, the CSO liability for losses coverage decreased from 16.1% to 14.9% for the three months ended December 31, 2021 as a result of lower past-due rates. For the three months ended December 31, 2021, the past-due rate improved sequentially from 19.8% to 17.7%. The NCO rate for U.S. Installment loans Guaranteed by the Company increased 660 bps, or 12.8%, year over year, and increased 490 bps, or 9.3%, sequentially, primarily due to loan growth, and new customer, channel mix and seasonality.
Following is a summary of results of operations for the U.S. segment for the periods indicated.
U.S. Results of Operations
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| Three Months Ended December 31, | | For the Year Ended December 31, |
| (dollars in thousands, unaudited) | 2021 | 2020 (1) | Change $ | Change % | | 2021 | 2020 (1) | Change $ | Change % |
| Revenue | $ 139,002 | | $ 146,588 | | ($ 7,586) | | (5.2) | % | | $ 525,962 | | $ 638,524 | | ($ 112,562) | | (17.6) | % |
| Provision for losses | 57,925 | | 59,108 | | (1,183) | | (2.0) | % | | 166,033 | | 230,164 | | (64,131) | | (27.9) | % |
| Net revenue | 81,077 | | 87,480 | | (6,403) | | (7.3) | % | | 359,929 | | 408,360 | | (48,431) | | (11.9) | % |
| Operating expenses | | | | | | | | | |
| Salaries and benefits | 42,641 | | 40,656 | | 1,985 | | 4.9 | % | | 170,508 | | 151,344 | | 19,164 | | 12.7 | % |
| Occupancy | 7,732 | | 9,292 | | (1,560) | | (16.8) | % | | 32,565 | | 35,814 | | (3,249) | | (9.1) | % |
| Advertising | 11,696 | | 11,083 | | 613 | | 5.5 | % | | 33,223 | | 40,702 | | (7,479) | | (18.4) | % |
| Direct operations | 9,785 | | 9,087 | | 698 | | 7.7 | % | | 35,899 | | 39,112 | | (3,213) | | (8.2) | % |
| Depreciation and amortization | 2,851 | | 3,078 | | (227) | | (7.4) | % | | 12,005 | | 12,992 | | (987) | | (7.6) | % |
| Other operating expense | 18,380 | | 10,245 | | 8,135 | | 79.4 | % | | 54,508 | | 35,357 | | 19,151 | | 54.2 | % |
| Total operating expenses | 93,085 | | 83,441 | | 9,644 | | 11.6 | % | | 338,708 | | 315,321 | | 23,387 | | 7.4 | % |
| Other expense (income) | | | | | | | | | |
| Interest expense | 19,366 | | 16,347 | | 3,019 | | 18.5 | % | | 72,543 | | 63,413 | | 9,130 | | 14.4 | % |
| Income from equity method investment | (2,982) | | (1,893) | | (1,089) | | 57.5 | | | (3,658) | | (4,546) | | 888 | | (19.5) | % |
| Gain from equity method investment | — | | — | | — | | # | | (135,387) | | — | | (135,387) | | # |
| Loss on extinguishment of debt | — | | — | | — | | # | | 40,206 | | — | | 40,206 | | # |
| Total other expense (income) | 16,384 | | 14,454 | | 1,930 | | 13.4 | % | | (26,296) | | 58,867 | | (85,163) | | # |
| Segment operating (loss) income | (28,392) | | (10,415) | | (17,977) | | # | | 47,517 | | 34,172 | | 13,345 | | 39.1 | % |
| Interest expense | 19,366 | | 16,347 | | 3,019 | | 18.5 | % | | 72,543 | | 63,413 | | 9,130 | | 14.4 | % |
| Depreciation and amortization | 2,851 | | 3,078 | | (227) | | (7.4) | % | | 12,005 | | 12,992 | | (987) | | (7.6) | % |
EBITDA (2) | (6,175) | | 9,010 | | (15,185) | | # | | 132,065 | | 110,577 | | 21,488 | | 19.4 | % |
| Restructuring costs | 1,303 | | — | | 1,303 | | | | 12,717 | | — | | 12,717 | | |
| Legal and other costs | 1,764 | | 146 | | 1,618 | | | | 2,134 | | 2,925 | | (791) | | |
| Income from equity method investment | (2,982) | | (1,893) | | (1,089) | | | | (3,658) | | (4,546) | | 888 | | |
| Gain from equity method investment | — | | — | | — | | | | (135,387) | | — | | (135,387) | | |
| Transaction costs | 7,258 | | 2,014 | | 5,244 | | | | 13,740 | | 2,737 | | 11,003 | | |
| Loss on extinguishment of debt | — | | — | | — | | | | 40,206 | | — | | 40,206 | | |
| Share-based compensation | 3,463 | | 3,014 | | 449 | | | | 13,611 | | 12,910 | | 701 | | |
| Other adjustments | (280) | | (117) | | (163) | | | | (880) | | (58) | | (822) | | |
Adjusted EBITDA (2) | $ 4,351 | | $ 12,174 | | ($ 7,823) | | (64.3) | % | | $ 74,548 | | $ 124,545 | | ($ 49,997) | | (40.1) | % |
| # - Variance greater than 100% or not meaningful. |
| (1) The December 31, 2020 presentation has been revised to conform to the current period presentation. |
| (2) These are non-GAAP metrics. For a description of each non-GAAP addback, see the applicable reconciliations contained under "Results of Consolidated Operations." For a description of each non-GAAP metric, see "Non-GAAP Financial Measures." |
U.S. Segment Results - For the Three Months Ended December 31, 2021 and 2020
For a discussion of revenue, provision for losses and related gross combined loans receivables for the three months ended December 31, 2021 and 2020, see "U.S. Portfolio Performance," above.
Operating expenses for the three months ended December 31, 2021 were $93.1 million, an increase of $9.6 million, or 11.6%, compared to $83.4 million for the three months ended December 31, 2020, primarily driven by (i) $7.3 million of transaction costs related to our acquisition of Heights in the fourth quarter of 2021, (ii) $1.3 million of store closure costs, as further described below, and (iii) $0.4 million of higher share-based compensation expense as a result of our acquisition of Flexiti. Excluding these expenses, comparable operating costs increased $0.5 million, or 0.6%.
As previously announced, we closed 49 U.S. stores during the second and third quarters of 2021 in response to evolving customer channel preferences that were accelerated by the impacts of COVID-19. The store closures represented nearly 25% of our U.S. stores and, other than Illinois, which were closed earlier in the year due to regulatory changes, reflect strategic consolidation of locations in dense local markets. The impacted locations generated 8% of our U.S. store revenue in 2020. As our omni-channel platform allows customers to transition seamlessly online, to an adjacent store or to contact centers, this consolidation reduces annual operating costs by approximately $20 million while maximizing the likelihood of retaining a large percentage of customers that had utilized the impacted stores.
As a result of the store closures, we incurred $1.3 million of closure-related charges during the three months ended December 31, 2021 and $12.7 million during the year ended December 31, 2021. These costs consisted of (i) severance and employee costs, (ii) lease termination costs and (iii) net accelerated depreciation and write-off of ROU assets and liabilities. As of December 31, 2021, we operated 160 stores in the U.S., excluding the stores acquired with the Heights acquisition. Subsequent to the Heights acquisition, we operated in 550 stores in the U.S. as of December 31, 2021.
U.S. interest expense for the three months ended December 31, 2021 increased $3.0 million, or 18.5%, related to our additional 7.50% Senior Secured Notes issued in conjunction with our Heights acquisition and higher interest on our Non-Recourse U.S. SPV Facility.
As previously described, we recognize our share of Katapult’s income or loss on a one-quarter lag. We recorded income of $3.0 million for the three months ended December 31, 2021. During the fourth quarter of 2021, we purchased an additional 2.6 million of Katapult's common stock for $10.0 million, which increased our ownership in Katapult from 19.3% to 25.2% on a fully diluted basis assuming full pay-out of earn-out shares as of December 31, 2021.
U.S. Segment Results - For the Year Ended December 31, 2021 and 2020
U.S. revenues decreased $112.6 million, or 17.6%, compared to the prior-year period for the year ended December 31, 2021 as a result of decreases in combined gross loans receivable from COVID-19 Impacts and the Runoff Portfolios. Excluding the impact of Runoff Portfolios, U.S. revenues decreased $49.3 million, or 9.5%, as a result of lower consumer demand, driven by COVID-19 Impacts.
The provision for losses decreased $64.1 million, or 27.9%, for the year ended December 31, 2021, compared to the prior-year period, primarily as a result of (i) lower year over year demand, excluding Heights, (ii), sustained favorable lower NCO rates since the onset of COVID-19 and (iii) continued improved credit quality.
Operating expenses were $338.7 million for the year ended December 31, 2021, an increase of $23.4 million, or 7.4%, compared to $315.3 million for the year ended December 31, 2020, primarily driven by (i) $13.7 million of transaction costs related to our acquisition of Flexiti in March 2021, our acquisition of Heights in December 2021, and the Katapult and FinServ merger, (ii) $12.7 million of store closure costs as previously discussed, and (iii) $0.7 million of higher share-based compensation expense compared to the prior year. Excluding these costs, operating expenses for the year ended December 31, 2021 decreased $2.8 million, or 0.9%, compared to the prior year.
U.S. interest expense for the year ended December 31, 2021 increased $9.1 million, or 14.4%, primarily related to interest on the additional 7.50% Senior Secured Notes issued in conjunction with our Heights acquisition and $5.0 million of interest on our Non-Recourse U.S. SPV Facility compared to prior year as the facility was entered into in April 2020. An additional $2.1 million of interest was incurred for the year ended December 31, 2021, which represents interest on the 8.25% Senior Secured Notes for the period between July 30, 2021 and August 12, 2021. This is the period during which both the 8.25% Senior Secured Notes and 7.50% Senior Secured Notes were outstanding.
As previously described, we recognize our share of Katapult’s income or loss on a one-quarter lag and recorded income of $3.7 million for the year ended December 31, 2021. As a result of the merger between Katapult and FinServ, which closed during the second quarter of 2021, we recorded an additional gain of $135.4 million during the year ended December 31, 2021, which represents cash we received, net of the basis of our investment in Katapult. During the fourth quarter of 2021, we purchased an additional 2.6 million of Katapult's common stock for $10.0 million, which increased our ownership in Katapult from 19.3% to 25.2% on a fully diluted basis assuming full pay-out of earn-out shares as of December 31, 2021.
Loss on extinguishment of debt of $40.2 million for the year ended December 31, 2021 was due to the redemption of the 8.25% Senior Secured Notes due 2025.
Canada Direct Lending and Canada POS Lending Portfolio Performance
| | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands, except percentages) | | Q4 2021 | Q3 2021 | Q2 2021 | Q1 2021 | | Q4 2020 | | |
| Gross loans receivable | | | | | | | | | |
| Canada Direct Lending Revolving LOC | | $ 402,405 | $ 366,509 | $ 337,700 | $ 319,307 | | $ 303,323 | | |
| Canada Direct Lending Installment loans | | 24,792 | 24,315 | 23,564 | 24,385 | | 26,948 | | |
| Total Canada Direct Lending gross loans receivable | | $ 427,197 | $ 390,824 | $ 361,264 | $ 343,692 | | $ 330,271 | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Total Canada POS Lending gross loans receivable | | 459,176 | 302,349 | $ 221,453 | $ 201,539 | | $ — | | |
| | | | | | | | | |
| Lending Revenue: | | | | | | | | | |
| Canada Direct Lending Revolving LOC | | $ 43,943 | $ 40,239 | $ 37,450 | $ 34,368 | | $ 31,962 | | |
| Canada Direct Lending Installment loans | | 11,416 | 11,331 | 10,541 | 10,447 | | 11,106 | | |
| Total Canada Direct Lending - lending revenue | | $ 55,359 | $ 51,570 | $ 47,991 | $ 44,815 | | $ 43,068 | | |
| | | | | | | | | |
| Canada POS Lending - lending revenue | | $ 13,704 | $ 10,646 | $ 6,495 | $ 1,383 | | $ — | | |
| | | | | | | | | |
| Lending Provision: | | | | | | | | | |
| Canada Direct Lending Revolving LOC | | $ 20,080 | $ 11,375 | $ 7,066 | $ 7,909 | | $ 8,679 | | |
| Canada Direct Lending Installment loans | | 2,945 | 2,512 | 1,438 | 1,234 | | 1,972 | | |
| Total Canada Direct Lending - lending provision | | $ 23,025 | $ 13,887 | $ 8,504 | $ 9,143 | | $ 10,651 | | |
| | | | | | | | | |
| Canada POS Lending - lending provision | | $ 12,511 | $ 8,285 | $ 2,986 | $ 855 | | $ — | | |
| | | | | | | | | |
| Lending Net Revenue | | | | | | | | | |
| Canada Direct Lending Revolving LOC | | $ 23,863 | $ 28,864 | $ 30,384 | $ 26,459 | | $ 23,283 | | |
| Canada Direct Lending Installment loans | | 8,471 | 8,819 | 9,103 | 9,213 | | 9,134 | | |
| Total Canada Direct Lending - lending net revenue | | $ 32,334 | $ 37,683 | $ 39,487 | $ 35,672 | | $ 32,417 | | |
| | | | | | | | | |
| Canada POS Lending - lending net revenue | | $ 1,193 | $ 2,361 | $ 3,509 | $ 528 | | $ — | | |
| | | | | | | | | |
| NCOs | | | | | | | | | |
| Canada Direct Lending Revolving LOC | | $ 15,112 | $ 9,887 | $ 10,838 | $ 11,097 | | $ 8,907 | | |
| Canada Direct Lending Installment loans | | 2,758 | 2,444 | 1,513 | 1,669 | | 2,060 | | |
| Total Canada Direct Lending NCOs | | $ 17,870 | $ 12,331 | $ 12,351 | $ 12,766 | | $ 10,967 | | |
| | | | | | | | | |
Canada POS Lending NCOs (1) | | $ 1,731 | $ 1,827 | $ 1,509 | $ 213 | | $ — | | |
| | | | | | | | | |
NCO rate (2) | | | | | | | | | |
| Canada Direct Lending Revolving LOC | | 3.9% | 2.8% | 3.3% | 3.6% | | 3.1% | | |
| Canada Direct Lending Installment loans | | 11.2% | 10.2% | 6.3% | 6.5% | | 7.7% | | |
| Total Canada Direct Lending NCO rate | | 4.4% | 3.3% | 3.5% | 3.8% | | 3.5% | | |
| | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands, except percentages) | | Q4 2021 | Q3 2021 | Q2 2021 | Q1 2021 | | Q4 2020 | | |
| Canada POS Lending NCO rate | | 0.5% | 0.7% | 0.7 | % | NM (3) | | —% | | |
| | | | | | | | | |
ALL (4) | | | | | | | | | |
| Canada Direct Lending Revolving LOC | | $ 32,360 | $ 27,429 | $ 26,602 | $ 29,916 | | $ 32,773 | | |
| Canada Direct Lending Installment loans | | 1,975 | 1,790 | 1,767 | 1,819 | | 2,233 | | |
| Total Canada Direct Lending ALL | | $ 34,335 | $ 29,219 | $ 28,369 | $ 31,735 | | $ 35,006 | | |
| | | | | | | | | |
Canada POS Lending ALL (5) | | $ 22,189 | $ 11,353 | $ 4,577 | $ 519 | | $ — | | |
| | | | | | | | | |
ALL rate (6) | | | | | | | | | |
| Canada Direct Lending Revolving LOC | | 8.0 | % | 7.5 | % | 7.9 | % | 9.4 | % | | 10.8 | % | | |
| Canada Direct Lending Installment loans | | 8.0 | % | 7.4 | % | 7.5 | % | 7.5 | % | | 8.3 | % | | |
| Total Canada Direct Lending ALL rate | | 8.0 | % | 7.5 | % | 7.9 | % | 9.2 | % | | 10.6 | % | | |
| | | | | | | | | |
| Canada POS Lending ALL rate | | 4.8 | % | 3.8 | % | 2.1 | % | 0.3 | % | | — | % | | |
| | | | | | | | | |
Past-due rate (6) | | | | | | | | | |
| Canada Direct Lending Revolving LOC | | 8.9 | % | 6.8 | % | 5.8 | % | 6.4 | % | | 6.8 | % | | |
| Canada Direct Lending Installment loans | | 2.2 | % | 2.0 | % | 2.3 | % | 2.1 | % | | 2.1 | % | | |
| Total Canada Direct Lending past-due rate | | 8.5 | % | 6.5 | % | 5.5 | % | 6.1 | % | | 6.4 | % | | |
| | | | | | | | | |
Canada POS Lending past-due rate (7) | | 4.1 | % | 4.8 | % | 5.4 | % | 5.7 | % | | — | % | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| (1) For the second, third and fourth quarters of 2021, NCOs presented above include $2.4 million, $0.6 million and $0.8 million, respectively, of NCO's related to the fair value discount, which are excluded from provision. |
| (2) We calculate NCO rate as total NCOs divided by Average gross loans receivables. |
| (3) Not material or not meaningful. |
| (4) We report ALL as a contra-asset reducing gross loans receivable on the Consolidated Balance Sheets. |
| (5) Loans originated pre-acquisition have been adjusted to fair value at the acquisition date and included estimates of future losses. The ALL represents estimated incurred losses for loans originated after acquisition plus incurred losses for acquired loans in excess of the remaining fair value discount. |
| (6) We calculate ALL rate and past-due rate as the respective totals divided by gross loans receivable at each respective quarter end. |
| (7) The past-due rate for Canada POS Lending for loans 30+ days past-due were 1.9%, 2.1%, 2.6% and 3.0% for the three months ended December 31, 2021, September 30, 2021, June 30, 2021 and March 31, 2021, respectively. | | |
|
|
Canada Direct Lending Net Revenue
Canada Direct Lending revenue increased year over year by $15.0 million, or 27.1%, ($12.7 million, or 23.0%, on a constant currency basis), for the three months ended December 31, 2021, due to the growth of Revolving LOC loans in Canada. Sequentially, Canada Direct Lending revenue increased $4.3 million, or 6.6%.
The provision for losses increased $12.5 million, or 116.4%, ($11.8 million, or 109.7%, on a constant currency basis), to $23.2 million for the three months ended December 31, 2021, compared to $10.7 million in the prior-year period. The increase in provision for losses was primarily due to higher past-due rates, which increased from 6.4% to 8.5% year over year. NCO rates increased from 3.5% to 4.4% year over year and increased from 3.3% to 4.4% sequentially due to new customer, channel mix and seasonality. Although NCOs increased from December 31, 2020 to December 31, 2021, NCO rates have remained stable since the onset of COVID-19, resulting in an allowance coverage decrease year over year of 250 bps, or 24.2%.
Canada Direct Lending Revolving LOC loan performance
Canada Direct Lending Revolving LOC gross loans receivable increased $99.1 million, or 32.7%, ($99.9 million, or 32.9%, on a constant currency basis) year over year and $35.9 million, or 9.8% ($36.1 million, or 9.9%, on a constant currency basis) sequentially. Revolving LOC revenue increased $12.0 million, or 37.5%, year over year and $3.7 million, or 9.2%, sequentially ($10.5 million, or 33.0%, and $3.7 million, or 9.3%, respectively, on a constant currency basis). The quarterly NCO rate increased by 80 bps, or 25.5%, year-over-year and 110 bps, or 40.0%, sequentially due to new customer, channel mix and seasonality.
Although NCOs increased from December 31, 2020 to December 31, 2021, NCO rates have remained stable since the onset of COVID-19, resulting in an allowance coverage decrease year over year from 10.8% to 8.0% as of December 31, 2021.
Canada Direct Lending Installment loan performance
Canada Direct Lending Installment revenue increased $0.3 million, or 2.8%, (a decrease of $0.1 million, or 0.6%, on a constant currency basis) year over year. Installment gross loans receivable decreased $2.2 million, or 8.0% ($2.1 million, or 7.8%, on a constant currency basis) year over year. The year-over-year decrease in Installment loans was due to a continued shift to Revolving LOC loans, as well as COVID-19 related constraints on demand, particularly as related to store-originated Installment loans. The Installment allowance coverage decreased year over year from 8.3% to 8.0% primarily as a result of lower sustained NCOs since the onset of COVID-19 and stable past-due rates. The year-over-year past-due rate for Installment loans improved by 15 bps, or 8.1%. Sequentially, Installment gross loans receivable and related revenue remained consistent.
Canada POS Lending Revolving LOC loan performance
Canada POS Lending Revolving LOC gross loans receivable as of December 31, 2021 was $459.2 million, including a discount of $2.3 million related to purchase accounting adjustments ($461.5 million prior to purchase accounting adjustments). For the three months ended December 31, 2021, Canada POS Lending revenue was $14.8 million, net of a $1.7 million reduction from acquisition-related adjustments for the period. For a full discussion of the purchase accounting and acquisition-related adjustments, refer to "Consolidated Revenue by Product and Segment" above.
For the three months ended December 31, 2021, allowance coverage was 4.8%, up sequentially from 3.8%. Excluding acquisition-related adjustments, allowance coverage was 5.3%, down sequentially from 5.5%, primarily due to sustained favorable NCO trends. Revolving LOC gross loans receivable generally charge-off at 180 days past due. NCOs were $1.7 million for the three months ended December 31, 2021. The Canada POS Lending NCO and past-due rates for the quarter were 0.5% and 4.1%, respectively, down sequentially from 0.7% and 4.8%, respectively.
Originations for the three months ended December 31, 2021 were $322.1 million in Canadian dollars ("C$"), an increase of C$200.8 million, or 165.6%, from the prior-year period of C$121.3 million. Sequentially, Canada POS Revolving LOC gross loans receivable increased $156.8 million, or 51.9%.
Canada Direct Lending Results of Operations
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | For the Year Ended December 31, |
| (dollars in thousands, unaudited) | 2021 | 2020 (1) | Change $ | Change % | | 2021 | 2020 (1) | Change $ | Change % |
| Revenue | $ 70,529 | | $ 55,490 | | $ 15,039 | | 27.1 | % | | $ 257,039 | | $ 208,872 | | $ 48,167 | | 23.1 | % |
| Provision for losses | 23,204 | | 10,724 | | 12,480 | | 116.4 | % | | 54,997 | | 58,647 | | (3,650) | | (6.2) | % |
| Net revenue | 47,325 | | 44,766 | | 2,559 | | 5.7 | % | | 202,042 | | 150,225 | | 51,817 | | 34.5 | % |
| Operating expenses | | | | | | | | | |
| Salaries and benefits | 13,036 | | 11,922 | | 1,114 | | 9.3 | % | | 52,118 | | 45,473 | | 6,645 | | 14.6 | % |
| Occupancy | 5,732 | | 5,578 | | 154 | | 2.8 | % | | 22,482 | | 21,457 | | 1,025 | | 4.8 | % |
| Advertising | 1,446 | | 1,075 | | 371 | | 34.5 | % | | 4,267 | | 3,850 | | 417 | | 10.8 | % |
| Direct operations | 2,909 | | 2,032 | | 877 | | 43.2 | % | | 9,777 | | 7,781 | | 1,996 | | 25.7 | % |
| Depreciation and amortization | 1,111 | | 1,108 | | 3 | | 0.3 | % | | 4,505 | | 4,506 | | (1) | | — | % |
| Other operating expense | 3,189 | | 2,106 | | 1,083 | | 51.4 | % | | 10,364 | | 11,691 | | (1,327) | | (11.4) | % |
| Total operating expenses | 27,423 | | 23,821 | | 3,602 | | 15.1 | % | | 103,513 | | 94,758 | | 8,755 | | 9.2 | % |
| Other expense | | | | | | | | | |
| Interest expense | 2,505 | | 2,344 | | 161 | | 6.9 | % | | 9,798 | | 9,296 | | 502 | | 5.4 | % |
| Total other expense | 2,505 | | 2,344 | | 161 | | 6.9 | % | | 9,798 | | 9,296 | | 502 | | 5.4 | % |
| Segment operating income | 17,397 | | 18,601 | | (1,204) | | (6.5) | % | | 88,731 | | 46,171 | | 42,560 | | 92.2 | % |
| Interest expense | 2,505 | | 2,344 | | 161 | | 6.9 | % | | 9,798 | | 9,296 | | 502 | | 5.4 | % |
| Depreciation and amortization | 1,111 | | 1,108 | | 3 | | 0.3 | % | | 4,505 | | 4,506 | | (1) | | — | % |
EBITDA (2) | 21,013 | | 22,053 | | (1,040) | | (4.7) | % | | 103,034 | | 59,973 | | 43,061 | | 71.8 | % |
| | | | | | | | | |
| | | | | | | | | |
| Share-based compensation | 365 | | — | | 365 | | # | | 365 | | — | | 365 | | |
| Canada GST adjustment | — | | — | | — | | | | — | | 2,160 | | (2,160) | | |
| Other adjustments | 202 | | 105 | | 97 | | | | 444 | | 685 | | (241) | | |
Adjusted EBITDA (2) | $ 21,580 | | $ 22,158 | | ($ 578) | | (2.6) | % | | $ 103,843 | | $ 62,818 | | $ 41,025 | | 65.3 | % |
| # - Variance greater than 100% or not meaningful. | | | | | | | |
| (1) The December 31, 2020 presentation has been revised to conform to the current period presentation. |
| (2) These are non-GAAP metrics. For a description of each non-GAAP addback, see the applicable reconciliations contained under "Results of Consolidated Operations." For a description of each non-GAAP metric, see "Non-GAAP Financial Measures." |
Canada Direct Lending Segment Results - For the Three Months Ended December 31, 2021 and 2020
For a discussion of revenue, provision for losses and related gross combined loans receivables for the three months ended December 31, 2021 and 2020, see "Canada Direct Lending and Canada POS Lending Portfolio Performance" above.
Canada Direct Lending operating expenses were $27.4 million for the three months ended December 31, 2021, an increase of $3.6 million, or 15.1%, ($2.7 million, or 11.4%, on a constant currency basis), compared to the prior year, primarily due to (i) the timing and level of performance-based variable compensation, (ii) higher store operating costs as the prior year was impacted by COVID-19 store closures, and (iii) higher variable costs, primarily collection and financial service fees, on higher volume year over year.
Interest expense for the three months ended December 31, 2021 was $2.5 million compared to $2.3 million for the three months ended December 31, 2020. During the fourth quarter of 2021, we increased the capacity of the Non-Recourse Canada SPV Facility from C$175.0 million to C$350.0 million.
Canada Direct Lending Segment Results - For the Year Ended December 31, 2021 and 2020
Canada Direct Lending revenue increased $48.2 million, or 23.1%, ($31.6 million, or 15.1%, on a constant currency basis), to $257.0 million for the year ended December 31, 2021, from $208.9 million in the prior year, primarily due to higher consumer demand as COVID-19 Impacts lessened. Canada Direct Lending Revolving LOC gross loans receivable grew $99.1 million, or 32.7%, year over year, contributing to related revenue growth of $40.9 million, or 35.6%, for the year ended December 31, 2021 compared to the prior year.
The provision for losses decreased $3.7 million, or 6.2%, ($7.0 million, or 12.0% on a constant currency basis), to $55.0 million for the year ended December 31, 2021, compared to $58.6 million in the prior year. The decrease in provision for losses was the result of sustained lower NCOs since the onset of COVID-19 and the related impact of changes in allowance coverage due to an increase in credit quality for Revolving LOC loans. Refer to "Canada Direct Lending and Canada POS Lending Portfolio Performance" above for additional details on quarterly loss and allowance rates.
Canada Direct Lending operating expenses for the year ended December 31, 2021 were $103.5 million, an increase of $8.8 million, or 9.2%, ($2.1 million, or 2.2%, on a constant currency basis), compared to $94.8 million for the year ended December 31, 2020, primarily related to (i) the timing and level of performance-based variable compensation, (ii) higher store operating costs as the prior year was impacted by COVID-19 store closures, and (iii) higher variable costs, primarily collection and financial service fees, on higher volume year over year.
Canada Direct Lending other expense for the year ended December 31, 2021 was $9.8 million, an increase of $0.5 million, or 5.4%, for the year ended December 31, 2020, primarily due to higher borrowings on the Non-Recourse Canada SPV Facility. During the fourth quarter of 2021, we increased the capacity of the Non-Recourse Canada SPV Facility from C$175.0 million to C$350.0 million.
Canada POS Lending Results of Operations
| | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | For the Year Ended December 31, |
| (dollars in thousands, unaudited) | 2021 | | | | | 2021 | | | |
| Revenue | $ 14,788 | | | | | | $ 34,842 | | | | |
| Provision for losses | 12,511 | | | | | | 24,638 | | | | |
| Net revenue | 2,277 | | | | | | 10,204 | | | | |
| Operating expenses | | | | | | | | | |
| Salaries and benefits | 6,085 | | | | | | 14,483 | | | | |
| Occupancy | 234 | | | | | | 512 | | | | |
| Advertising | 796 | | | | | | 1,272 | | | | |
| Direct operations | 6,810 | | | | | | 14,380 | | | | |
| Depreciation and amortization | 3,308 | | | | | | 10,445 | | | | |
| Other operating expense | 4,267 | | | | | | 9,810 | | | | |
| Total operating expenses | 21,500 | | | | | | 50,902 | | | | |
| Other expense | | | | | | | | | |
| Interest expense | 6,679 | | | | | | 14,993 | | | | |
| Total other expense | 6,679 | | | | | | 14,993 | | | | |
| Segment operating loss | (25,902) | | | | | | (55,691) | | | | |
| Interest expense | 6,679 | | | | | | 14,993 | | | | |
| Depreciation and amortization | 3,308 | | | | | | 10,445 | | | | |
EBITDA (1) | (15,915) | | | | | | (30,253) | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Acquisition-related adjustments | 4,162 | | | | | | 13,949 | | | | |
| Change in fair value of contingent consideration | 2,384 | | | | | | 6,209 | | | | |
| Other adjustments | (17) | | | | | | (51) | | | | |
Adjusted EBITDA (1) | ($ 9,386) | | | | | | ($ 10,146) | | | | |
| (1) These are non-GAAP metrics. For a description of each non-GAAP addback, see the applicable reconciliations contained under "Results of Consolidated Operations." For a description of each non-GAAP metric, see "Non-GAAP Financial Measures." |
Canada POS Lending Segment Results - For the Three Months and Year Ended December 31, 2021
Canada POS Lending revenue includes revenue from merchant discounts and ancillary products. MDR represents the discount merchant partners provide to help facilitate customer credit card purchases at merchant locations. The fee is recognized over the estimated average loan term of 12 months. Ancillary revenue includes administrative fees, annual fees, insurance product fees and other fees charged to customers.
For a discussion of revenue, provision for losses and related gross loans receivables, see the "Canada Direct Lending and Canada POS Lending Portfolio Performance," above for the three months ended December 31, 2021. For the three months ended December 31, 2021, revenue and related gross loans receivable increased $3.4 million, or 29.5%, and $156.8 million, or 51.9%, sequentially primarily due to the continued loan growth since the onboarding of LFL as previously discussed.
For the year ended December 31, 2021, Canada POS Lending revenue was $34.8 million, and included a $7.5 million reduction as a result of acquisition-related adjustments. For a full discussion of acquisition-related adjustments, refer to "Consolidated Revenue by Product and Segment" earlier within this release.
Provision for losses for the year ended December 31, 2021 was $24.6 million, and included a $6.4 million increase as a result of acquisition-related adjustments. Refer to "Canada Direct Lending and Canada POS Lending Portfolio Performance," above for additional details on quarterly loss and allowance rates.
CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
| | | | | | | | | | | |
| December 31, 2021 (1) (unaudited) | | December 31, 2020 |
| | | |
| ASSETS |
| Cash and cash equivalents | $ 63,179 | | | $ 213,343 | |
Restricted cash (includes restricted cash of consolidated VIEs of $57,155 and $31,994 as of December 31, 2021 and December 31, 2020, respectively) | 98,896 | | | 54,765 | |
Gross loans receivable (includes loans of consolidated VIEs of $1,294,706 and $360,431 as of December 31, 2021 and December 31, 2020, respectively) | 1,548,318 | | | 553,722 | |
Less: Allowance for loan losses (includes allowance for loan losses of consolidated VIEs of $66,618 and $54,129 as of December 31, 2021 and December 31, 2020, respectively) | (87,560) | | | (86,162) | |
| Loans receivable, net | 1,460,758 | | | 467,560 | |
| Income taxes receivable | 31,774 | | | 32,062 | |
Prepaid expenses and other (includes prepaid expenses and other of consolidated VIEs of $0 and $388 as of December 31, 2021 and December 31, 2020, respectively) | 42,038 | | | 27,994 | |
| Property and equipment, net | 54,635 | | | 59,749 | |
| Investments in Katapult | 27,900 | | | 27,370 | |
| Right of use asset - operating leases | 116,300 | | | 115,032 | |
| Deferred tax assets | 15,639 | | | — | |
| Goodwill | 429,792 | | | 136,091 | |
| Intangibles, net | 109,930 | | | 40,425 | |
| Other assets | 9,755 | | | 8,595 | |
| | | |
| Total Assets | $ 2,460,596 | | | $ 1,182,986 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY |
| Liabilities | | | |
Accounts payable and accrued liabilities (includes accounts payable and accrued liabilities of consolidated VIEs of $9,886 and $34,055 as of December 31, 2021 and December 31, 2020, respectively) | $ 121,434 | | | $ 49,624 | |
| Deferred revenue | 21,649 | | | 5,394 | |
| Lease liability - operating leases | 122,431 | | | 122,648 | |
| Contingent consideration related to acquisition | 26,508 | | | — | |
| Income taxes payable | 680 | | | — | |
Accrued interest (includes accrued interest of consolidated VIEs of $3,279 and $1,147 as of December 31, 2021 and December 31, 2020, respectively) | 34,974 | | | 20,123 | |
| Liability for losses on CSO lender-owned consumer loans | 6,908 | | | 7,228 | |
| | | |
Debt (includes debt and issuance costs of consolidated VIEs of $979,500 and $14,428 as of December 31, 2021 and $147,427 and $7,766 as of December 31, 2020, respectively) | 1,945,793 | | | 819,661 | |
| | | |
| Other long-term liabilities | 13,845 | | | 15,382 | |
| Deferred tax liabilities | 6,044 | | | 11,021 | |
| | | |
| Total Liabilities | $ 2,300,266 | | | $ 1,051,081 | |
| | | |
| Stockholders' Equity | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Total Stockholders' Equity | $ 160,330 | | | $ 131,905 | |
| Total Liabilities and Stockholders' Equity | $ 2,460,596 | | | $ 1,182,986 | |
| (1) The December 31, 2021 Consolidated Balance Sheet includes our acquisition of Heights, prior to the finalization of the initial purchase accounting adjustments, subject to future measurement period adjustments. The values assigned to the assets acquired and liabilities assumed are based on preliminary estimates of fair value available as of the date of this release and may be adjusted during the measurement period of up to 12 months from the date of acquisition as further information becomes available. |
Balance Sheet Changes - December 31, 2021 Compared to December 31, 2020
Cash and cash equivalents - Cash and cash equivalents decreased as compared to December 31, 2020 primarily due to our use of cash for (i) the acquisition of Flexiti in the first quarter of 2021, (ii) the acquisition of Heights in the fourth quarter of 2021 and (iii) increased demand for loan products as COVID-19 Impacts lessened throughout 2021. The decrease was partially offset by (i) the issuance of the 7.50% Senior Secured Notes, and (ii) a one-time cash inflow of $146.9 million from the merger of Katapult and FinServ.
Restricted cash - The increase in Restricted cash from December 31, 2020 was primarily due to (i) the Non-Recourse Flexiti SPE Facility, entered into as part of our acquisition of Flexiti in March 2021, (ii) the Non-Recourse Flexiti Securitization Facility, entered into in the fourth quarter of 2021, and (iii) the Non-Recourse Heights SPE Facility, entered into as part of our acquisition of Heights in December 2021.
Gross loans receivable and Allowance for loan losses - The increase in Gross loans receivable from December 31, 2020 was primarily due to (i) the acquisition of Flexiti, which accounted for $459.2 million of gross loans receivable as of December 31, 2021, (ii) the acquisition of Heights, which accounted for approximately $472 million of loans receivable, and (iii) growth in the Canada Direct Lending Revolving LOC loans. The increase was partially offset by a decline in the U.S. Refer to "Consolidated Loans Receivable" and "Portfolio Performance Analysis" above for additional details.
Goodwill and Intangible Assets - The increases in Goodwill and Intangible assets from December 31, 2020 were due to our acquisition of Flexiti on March 10, 2021, which accounted for $39.9 million of goodwill and $51.2 million of net intangible assets as of December 31, 2021, and our acquisition of Heights on December 27, 2021, which accounted for $253.9 million of goodwill and $11.9 million of intangible assets as of December 31, 2021.
Accounts payable and accrued liabilities – The increase in Accounts payable and accrued liabilities from December 31, 2020 is primarily due to the acquisition of Flexiti and Heights during 2021 and an increase in timing and extent of variable compensation, as previously discussed.
Contingent Consideration related to acquisition - The acquisition of Flexiti on March 10, 2021 included an up-front purchase price as well as a cash earn-out of up to approximately $32.8 million. The cash earn-out is recorded at fair value based on discounted expected cash flows and remeasured periodically. The fair value of the contingent consideration increased from $24.1 million as of September 30, 2021 to $26.5 million as of December 31, 2021.
Debt and Accrued interest - The increase in Debt and related Accrued interest from December 31, 2020 is primarily due to (i) our new 7.50% Senior Secured Notes due 2028, which we closed on July 30, 2021 and upsized to $1.0 billion on December 27, 2021, (ii) the Non-Recourse Flexiti SPE Facility entered into as part of our acquisition in March 2021 and Non-Recourse Flexiti Securitization Facility entered into during the fourth quarter of 2021, (iii) an increase in our utilization for our Non-Recourse Canada SPV Facility, and (iv) the Non-Recourse Heights SPE Facility, entered into as part of our acquisition on December 27, 2021. See the "Debt Capitalization Summary" below for additional details.
Debt Capitalization Summary
(in thousands, net of deferred financing costs)
| | | | | | | | | | | | | | | | | | | | |
| | Capacity | Interest Rate | Maturity | Counterparties | Balance as of December 31, 2021 (in USD) |
| | | | | | |
| | | | | | |
7.50% Senior Secured Notes (due 2028) (2) | | $1.0 billion | 7.50% | August 1, 2028 | | $ 980,721 | |
| Senior Secured Revolving Credit Facility | | $50.0 million | 1-Mo LIBOR + 5.00% | June 30, 2022 | BayCoast Bank; Stride Bank; Hancock-Whitney Bank; Metropolitan Commercial Bank | — | |
| Non-Recourse U.S. SPV Facility | | $200.0 million | 1-Mo LIBOR + 6.25% | April 8, 2024 | Atalaya Capital Management, MetaBank | 45,392 | |
| Non-Recourse Heights SPE Facility | | $350.0 million | 1-Mo LIBOR + 5.25% | December 31, 2024 | Ares Capital | 350,000 | |
Non-Recourse Canada SPV Facility (1) | | C$350.0 million | 3-Mo CDOR + 6.00% | August 2, 2026 | Waterfall Asset Management | 157,813 | |
Non-Recourse Flexiti SPE Facility (1) | | C$500.0 million | 3-Mo CDOR + 4.40% | March 10, 2024 | Credit Suisse (Class A); SPF (Class B) | 172,739 | |
Non-Recourse Flexiti Securitization Facility (1) | | C$526.5 million | 1-Mo CDOR + 3.59% | December 9, 2025 | National Bank of Canada; an affiliate of the Bank of Montreal; and a fund managed by Waterfall Asset Management | 239,128 | |
Cash Money Revolving Credit Facility (1) | | C$10.0 million | Canada Prime Rate +1.95% | On-demand | Royal Bank of Canada | — | |
| (1) Capacity amounts are denominated in Canadian dollars, while outstanding balances as of December 31, 2021 are denominated in U.S. dollars. |
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(2) On July 30, 2021, we closed our $750 million aggregate principal amount of new 7.50% Senior Secured Notes, which was used to redeem our $690.0 million 8.25% Senior Secured Notes due 2025. On December 27, 2021, we issued an additional $250.0 million of our 7.50% Senior Secured Notes for a total capacity of $1.0 billion. |
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 and Adjusted Earnings Per Share, or the Adjusted Earnings Measures (net income from continuing operations 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, certain tax adjustments and impacts from tax law changes and cumulative tax effect of applicable adjustments, on a total and per share basis);
•EBITDA (earnings before interest, income taxes, depreciation and amortization);
•Adjusted EBITDA (EBITDA plus or minus certain non-cash and other adjusting items);
•Adjusted effective income tax rate (effective tax rate plus or minus certain non-cash and other adjusting items); and
•Gross Combined Loans Receivable (includes loans originated by third-party lenders through CSO programs which are not included in the Consolidated Financial Statements).
We believe that presentation of non-GAAP financial information is meaningful and useful in understanding the activities and business metrics of the Company's operations. We believe that these non-GAAP financial measures reflect an additional way of viewing aspects of the business that, when viewed with the Company's 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, such as Adjusted Net Income, Adjusted Earnings per Share, EBITDA and Adjusted EBITDA, 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 in order 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 Adjusted Net Income, Adjusted Earnings per Share, EBITDA and Adjusted EBITDA are frequently used by securities analysts, investors and other interested parties in the evaluation of public companies in our industry, many of which present Adjusted Net Income, Adjusted Earnings per Share, EBITDA and/or Adjusted EBITDA 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 guarantee but do not include in the Consolidated Financial Statements. Management believes this analysis provides investors with important information needed to evaluate overall lending performance.
We provide non-GAAP financial information for informational purposes and to enhance understanding of the U.S. GAAP Consolidated Financial Statements. Adjusted Net Income, Adjusted Earnings per Share, EBITDA, Adjusted EBITDA and Gross Combined Loans Receivable should not be considered as alternatives to income from continuing operations, 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
Adjusted Net Income, Adjusted Earnings per Share, EBITDA and Adjusted EBITDA 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 year-end. If the Company records a loss from continuing operations under U.S. GAAP, shares outstanding utilized to calculate Diluted Earnings per Share from continuing operations are equivalent to basic shares outstanding. Shares outstanding utilized to calculate Adjusted Earnings per Share from continuing operations reflect the number of diluted shares the Company would have reported if reporting net income from continuing operations under U.S. GAAP.
As noted above, Gross Combined Loans Receivable includes loans originated by third-party lenders through CSO programs which are not included in the consolidated financial statements but from which we earn revenue and for which we provide a guarantee to the lender. Management believes this analysis provides investors with important information needed to evaluate overall lending performance.
We believe Adjusted Net Income, Adjusted Earnings per Share, EBITDA and Adjusted EBITDA are used by investors to analyze operating performance and to evaluate our ability to incur and service debt and the capacity for making capital expenditures. Adjusted EBITDA is also useful to investors to help assess our estimated enterprise value. The computation of Adjusted EBITDA as presented in this release may differ from the computation of similarly titled measures provided by other companies.
Forward-Looking Statements
Both the Heights and Flexiti acquisitions will solidify our position as a full spectrum non-prime and prime consumer lender in the U.S. and Canada and accelerate our long-term revenue and earnings growth prospects.
This press release contains forward-looking statements. These forward-looking statements include projections, estimates and assumptions about revenue and growth trends and our ability to create value; our ability to accelerate our transition into longer-term, higher-balance and lower-rate credit products; our belief that recent acquisitions will solidify our position as a full spectrum non-prime and prime consumer lender in the U.S. and Canada and accelerate our long-term revenue and earnings growth prospects; 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,” “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: errors in our internal forecasts or those of companies in which we invest; the effects of competition on the Company’s business or on those companies in which we invest; our ability to attract and retain customers; market, financial, political and legal conditions; actions of regulators and the negative impact of those actions on our business; the continuing impact of COVID-19 pandemic or any other similar wide-spread event on the Company’s business and the global economy; 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 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; any failure of third-party lenders upon whom we rely to conduct business in certain states; 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 CURO presently does
not know or that it currently believes 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.
About CURO
CURO Group Holdings Corp. (NYSE: CURO) is a full-spectrum consumer credit provider across the U.S. and Canada. The Company was founded in 1997 by three childhood friends in Kansas to meet the growing consumer need for short-term loans. Today, CURO operates a robust, omni-channel platform providing comprehensive credit solutions to help customers achieve their financial goals. CURO’s decades of experience with alternative data power the underwriting and scoring engine, mitigating risk across the full spectrum of credit products. CURO operates under a number of brands including Speedy Cash , Rapid Cash , Cash Money , LendDirect , Flexiti , Avío Credit , Opt+ , Revolve Finance , Heights Finance, Southern Finance, Covington Credit, Quick Credit and First Phase. Our diversified product channels allows us to meet the changing needs and preferences of our customers.
Conference Call
CURO will host a conference call to discuss these results at 8:15 a.m. Eastern Time on Wednesday, February 9, 2022. 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 February 16, 2022, at 8:15 a.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 5345798.
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, 2021.
Investor Relations:
Roger Dean
Executive Vice President and Chief Financial Officer
Phone: 844-200-0342
Or
Financial Profiles, Inc.
(CURO-NWS)