CONDENSED CONSOLIDATING FINANCIAL INFORMATION

In February 2017, CFTC issued $470.0 million aggregate principal amount Senior Secured Notes, the proceeds of which were used together with available cash, to (i) redeem the outstanding 10.75% Senior Secured Notes due 2018 of our wholly owned subsidiary, CURO Intermediate, (ii) redeem the outstanding 12.00% Senior Cash Pay Notes due 2017 and (iii) pay fees, expenses, premiums and accrued interest in connection with the offering. CFTC sold the Senior Secured Notes to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”); or outside the U.S. to non-U.S. persons in compliance with Regulation S of the Securities Act.

In November 2017, CFTC issued $135.0 million aggregate principal amount of additional Senior Secured Notes in a private offering exempt from the registration requirements of the Securities Act (the "Additional Notes Offering"). CFTC used the proceeds from the Additional Notes Offering, together with available cash, to (i) pay a cash dividend, in an amount of $140.0 million to us, CFTC’s sole stockholder, and ultimately our stockholders and (ii) pay fees, expenses, premiums and accrued interest in connection with the Additional Notes Offering. CFTC received the consent of the holders holding a majority in the outstanding principal amount outstanding of the current Senior Secured Notes to a one-time waiver with respect to the restrictions contained in Section 5.07(a) of the indenture governing the Senior Secured Notes to permit the dividend.

On March 7, 2018, CFTC redeemed $77.5 million of the Senior Secured Notes at a price equal to 112.00% of the principal amount plus accrued and unpaid interest to the date of redemption. Following the redemption, $527.5 million of the original outstanding principal amount of the Senior Secured Notes remain outstanding. The redemption was conducted pursuant to the indenture governing the Senior Secured Notes, dated as of February 15, 2017, by and among CFTC, the guarantors party thereto and TMI Trust Company, as trustee and collateral agent. Consistent with the terms of the indenture, CFTC used a portion of the cash proceeds from our IPO, completed in December 2017, to redeem such Senior Secured Notes. See Note 5, "Long-Term Debt," for additional details.

The following condensed consolidating financing information, which has been prepared in accordance with the requirements for presentation of Rule 3-10(d) of Regulation S-X promulgated under the Securities Act, presents the condensed consolidating financial information separately for:


(i)	CFTC as the issuer of the Senior Secured Notes;


(ii)	CURO Intermediate as the issuer of the 10.75% senior secured notes that were redeemed in February 2017;


(iii)	Our subsidiary guarantors, which are comprised of our domestic subsidiaries, excluding CFTC and CURO Intermediate (the “Subsidiary Guarantors”), on a consolidated basis, which are 100% owned by CURO, and which are guarantors of the Senior Secured Notes issued in February 2017 and the 10.75% senior secured notes redeemed in February 2017;


(iv)	Our other subsidiaries on a consolidated basis, which are not guarantors of the Senior Secured Notes (the “Subsidiary Non-Guarantors”)


(v)	Consolidating and eliminating entries representing adjustments to:


a.	eliminate intercompany transactions between or among us, the Subsidiary Guarantors and the Subsidiary Non-Guarantors; and


b.	eliminate the investments in our subsidiaries;


(vi)	Us and our subsidiaries on a consolidated basis.

Condensed Consolidating Balance Sheets



	March 31, 2018
(dollars in thousands)	CFTC			CURO Intermediate		Subsidiary Guarantors			Subsidiary Non-Guarantors			SPV Subs			Eliminations			Consolidated			CURO			Eliminations		CURO Consolidated
Assets:
Cash	$	—		$	—	$	82,358		$	48,381		$	—		$	—		$	130,739		$	—		$	—	$	130,739
Restricted cash	—			—		1,678			3,710			12,268			—			17,656			—			—		17,656
Loans receivable, net	—			—		68,304			110,775			149,873			—			328,952			—			—		328,952
Deferred income taxes	—			1,002		(3,313		)	4,128			—			—			1,817			—			—		1,817
Prepaid expenses and other	—			—		29,304			3,449			—			—			32,753			—			—		32,753
Property and equipment, net	—			—		50,613			32,909			—			—			83,522			—			—		83,522
Goodwill	—			—		91,130			54,634			—			—			145,764			—			—		145,764
Other intangibles, net	16			—		5,024			26,921			—			—			31,961			—			—		31,961
Intercompany receivable	—			37,877		19,236			(17,249		)	—			(39,864		)	—			—			—		—
Investment in subsidiaries	31,067			981,468		—			—			—			(1,012,535		)	—			(62,855		)	62,855		—
Other	6,668			—		4,499			1,050			—			—			12,217			—			—		12,217
Total assets	$	37,751		$	1,020,347	$	348,833		$	268,708		$	162,141		$	(1,052,399	)	$	785,381		$	(62,855	)	$	62,855	$	785,381
Liabilities and Stockholder's equity:
Accounts payable and accrued liabilities	$	2,346		$	16	$	33,274		$	17,176		$	15		$	—		$	52,827		$	33		$	—	$	52,860
Deferred revenue	—			—		5,031			5,145			(24		)	—			10,152			—			—		10,152
Income taxes payable	(56,738		)	87,519		(18,566		)	269			—			—			12,484			(3,750		)	—		8,734
Accrued interest	5,121			—		—			—			1,263			—			6,384			—			—		6,384
Payable to CURO Holdings Corp.	38,848			—		62,839			—			—			—			101,687			(101,687		)	—		—
CSO guarantee liability	—			—		10,412			—			—			—			10,412			—			—		10,412
Deferred rent	—			—		9,837			1,895			—			—			11,732			—			—		11,732
Long-term debt (excluding current maturities)	511,494			—		—			—			111,150			—			622,644			—			—		622,644
Subordinated shareholder debt	—			—		—			2,322			—			—			2,322			—			—		2,322
Intercompany payable	(398,033		)	894,896		(370,086		)	39,864			(126,777		)	(39,864		)	—			—			—		—
Other long-term liabilities	—			—		4,539			1,660			—			—			6,199			—			—		6,199
Deferred tax liabilities	(2,432		)	6,849		(276		)	7,252			—			—			11,393			—			—		11,393
Total liabilities	100,606			989,280		(262,996		)	75,583			(14,373		)	(39,864		)	848,236			(105,404		)	—		742,832
Stockholder’s equity	(62,855		)	31,067		611,829			193,125			176,514			(1,012,535		)	(62,855		)	42,549			62,855		42,549
Total liabilities and stockholder’s equity	$	37,751		$	1,020,347	$	348,833		$	268,708		$	162,141		$	(1,052,399	)	$	785,381		$	(62,855	)	$	62,855	$	785,381



	December 31, 2017
(dollars in thousands)	CFTC			CURO Intermediate			Subsidiary Guarantors			Subsidiary Non-Guarantors			SPV Subs			Eliminations			Consolidated			CURO			Eliminations		CURO Consolidated
Assets:
Cash	$	—		$	—		$	117,379		$	44,915		$	—		$	—		$	162,294		$	80		$	—	$	162,374
Restricted cash	—			—			1,677			3,569			6,871			—			12,117			—			—		12,117
Loans receivable, net	—			—			84,912			110,651			167,706			—			363,269			—			—		363,269
Deferred income taxes	—			2,154			(4,646		)	3,502			—			—			1,010			(238		)	—		772
Income taxes receivable	—			—			—			—			—			—			—			3,455			—		3,455
Prepaid expenses and other	—			—			38,277			3,353			—			—			41,630			882			—		42,512
Property and equipment, net	—			—			52,627			34,459			—			—			87,086			—			—		87,086
Goodwill	—			—			91,131			54,476			—			—			145,607			—			—		145,607
Other intangibles, net	16			—			5,418			27,335			—			—			32,769			—			—		32,769
Intercompany receivable	—			37,877			33,062			(30,588		)	—			(40,351		)	—			—			—		—
Investment in subsidiaries	(14,504		)	899,371			—			—			—			(884,867		)	—			(84,889		)	84,889		—
Other	5,713			—			3,017			1,040			—			—			9,770			—			—		9,770
Total assets	$	(8,775	)	$	939,402		$	422,854		$	252,712		$	174,577		$	(925,218	)	$	855,552		$	(80,710	)	$	84,889	$	859,731
Liabilities and Stockholder's equity:
Accounts payable and accrued liabilities	$	2,606		$	13		$	35,753		$	15,954		$	12		$	—		$	54,338		$	1,454		$	—	$	55,792
Deferred revenue	—			—			6,529			5,455			—			—			11,984			—			—		11,984
Income taxes payable	(49,738		)	70,231			(18,450		)	2,077			—			—			4,120			—			—		4,120
Accrued interest	24,201			—			—			—			1,266			—			25,467			—			—		25,467
Payable to CURO Holdings Corp.	184,348			—			(95,048		)	—			—			—			89,300			(89,300		)	—		—
CSO guarantee liability	—			—			17,795			—			—			—			17,795			—			—		17,795
Deferred rent	—			—			9,896			1,681			—			—			11,577			—			—		11,577
Long-term debt	585,823			—			—			—			120,402			—			706,225			—			—		706,225
Subordinated shareholder debt	—			—			—			2,381			—			—			2,381			—			—		2,381
Intercompany payable	(668,536		)	876,869			(124,332		)	40,351			(84,001		)	(40,351		)	—			—			—		—
Other long-term liabilities	—			—			3,969			1,799			—			—			5,768			—			—		5,768
Deferred tax liabilities	(2,590		)	6,793			(143		)	7,426			—			—			11,486			—			—		11,486
Total liabilities	76,114			953,906			(164,031		)	77,124			37,679			(40,351		)	940,441			(87,846		)	—		852,595
Stockholder’s equity	(84,889		)	(14,504		)	586,885			175,588			136,898			(884,867		)	(84,889		)	7,136			84,889		7,136
Total liabilities and stockholder’s equity	$	(8,775	)	$	939,402		$	422,854		$	252,712		$	174,577		$	(925,218	)	$	855,552		$	(80,710	)	$	84,889	$	859,731

Condensed Consolidating Statements of Income



	Three Months Ended March 31, 2018
(dollars in thousands)	CFTC			CURO Intermediate			Subsidiary Guarantors			Subsidiary Non-Guarantors		SPV Subs		Eliminations			Consolidated		CURO			Eliminations			CURO Consolidated
Revenue	$	—		$	—		$	128,408		$	57,165	$	76,185	$	—		$	261,758	$	—		$	—		$	261,758
Provision for losses	—			—			35,769			16,698		28,564		—			81,031		—			—			81,031
Net revenue	—			—			92,639			40,467		47,621		—			180,727		—			—			180,727
Cost of providing services:
Salaries and benefits	—			—			18,018			8,900		—		—			26,918		—			—			26,918
Occupancy	—			—			7,646			5,781		—		—			13,427		—			—			13,427
Office	—			—			5,582			1,399		—		—			6,981		—			—			6,981
Other costs of providing services	—			—			12,030			1,889		481		—			14,400		—			—			14,400
Advertising	—			—			5,159			4,597		—		—			9,756		—			—			9,756
Total cost of providing services	—			—			48,435			22,566		481		—			71,482		—			—			71,482
Gross margin	—			—			44,204			17,901		47,140		—			109,245		—			—			109,245
Operating (income) expense:
Corporate, district and other	448			7			27,992			9,922		30		—			38,399		2,055			—			40,454
Intercompany management fee	—			—			(6,902		)	3,494		3,408		—			—		—			—			—
Interest expense	18,322			—			(112		)	52		4,087		—			22,349		—			—			22,349
Loss on extinguishment of debt	11,683			—			—			—		—		—			11,683		—			—			11,683
Intercompany interest (income) expense	—			(880		)	(79		)	959		—		—			—		—			—			—
Total operating expense	30,453			(873		)	20,899			14,427		7,525		—			72,431		2,055			—			74,486
Net income (loss) before income taxes	(30,453		)	873			23,305			3,474		39,615		—			36,814		(2,055		)	—			34,759
Provision for income tax expense (benefit)	(6,841		)	18,497			(1,585		)	1,929		—		—			12,000		(533		)	—			11,467
Net income (loss)	(23,612		)	(17,624		)	24,890			1,545		39,615		—			24,814		(1,522		)	—			23,292
Equity in net income (loss) of subsidiaries:
CFTC	—			—			—			—		—		—			—		24,814			(24,814		)	—
CURO Intermediate	(17,624		)	—			—			—		—		17,624			—		—			—			—
Guarantor Subsidiaries	24,890			—			—			—		—		(24,890		)	—		—			—			—
Non-Guarantor Subsidiaries	1,545			—			—			—		—		(1,545		)	—		—			—			—
SPV Subs	39,615			—			—			—		—		(39,615		)	—		—			—			—
Net income (loss) attributable to CURO	$	24,814		$	(17,624	)	$	24,890		$	1,545	$	39,615	$	(48,426	)	$	24,814	$	23,292		$	(24,814	)	$	23,292



	Three Months Ended March 31, 2017
(dollars in thousands)	CFTC			CURO Intermediate			Subsidiary Guarantors			Subsidiary Non-Guarantors		SPV Subs		Eliminations			CFTC Consolidated		CURO			Eliminations			CURO Consolidated
Revenue	$	—		$	—		$	112,123		$	50,258	$	62,199	$	—		$	224,580	$	—		$	—		$	224,580
Provision for losses	—			—			28,056			12,542		21,138		—			61,736		—			—			61,736
Net revenue	—			—			84,067			37,716		41,061		—			162,844		—			—			162,844
Cost of providing services:
Salaries and benefits	—			—			17,853			8,580		—		—			26,433		—			—			26,433
Occupancy	—			—			8,145			5,950		—		—			14,095		—			—			14,095
Office	—			—			3,764			1,104		—		—			4,868		—			—			4,868
Other store operating expenses	—			—			13,504			1,316		35		—			14,855		—			—			14,855
Advertising	—			—			4,694			2,994		—		—			7,688		—			—			7,688
Total cost of providing services	—			—			47,960			19,944		35		—			67,939		—			—			67,939
Gross Margin	—			—			36,107			17,772		41,026		—			94,905		—			—			94,905
Operating (income) expense:
Corporate, district and other	530			8			19,358			10,888		115		—			30,899		2,094			—			32,993
Interest expense	7,282			9,613			1			21		3,139		—			20,056		3,310			—			23,366
Intercompany interest (income) expense	—			(1,148		)	(2,022		)	1,314		1,856		—			—		—			—			—
Loss on extinguishment of debt	—			11,884			—			—		—		—			11,884		574			—			12,458
Total operating expense	7,812			20,357			17,337			12,223		5,110		—			62,839		5,978			—			68,817
Net (loss) income before income taxes	(7,812		)	(20,357		)	18,770			5,549		35,916		—			32,066		(5,978		)	—			26,088
Provision for income tax (benefit) expense	(3,960		)	16,611			(2,975		)	2,044		—		—			11,720		(2,270		)	—			9,450
Net income (loss)	(3,852		)	(36,968		)	21,745			3,505		35,916		—			20,346		(3,708		)	—			16,638
Equity in net income (loss) of subsidiaries:
CFTC	—			—			—			—		—		—			—		20,346			(20,346		)	—
CURO Intermediate	(36,968		)	—			—			—		—		36,968			—		—			—			—
Guarantor Subsidiaries	21,745			—			—			—		—		(21,745		)	—		—			—			—
Non-Guarantor Subsidiaries	3,505			—			—			—		—		(3,505		)	—		—			—			—
SPV Subs	35,916			—			—			—		—		(35,916		)	—		—			—			—
Net income (loss) attributable to CURO	$	(15,570	)	$	(36,968	)	$	21,745		$	3,505	$	35,916	$	11,718		$	20,346	$	16,638		$	(20,346	)	$	16,638

Condensed Consolidating Statements of Cash Flows



	Three Months Ended March 31, 2018
(dollars in thousands)	CFTC			CURO Intermediate		Subsidiary Guarantors			Subsidiary Non-Guarantors			SPV Subs			Eliminations			CFTC Consolidated			CURO			Eliminations		CURO Consolidated
Cash flows from operating activities
Net cash provided (used)	$	78,529		$	—	$	(34,233	)	$	4,868		$	14,916		$	3,922		$	68,002		$	(13,215	)	$	—	$	54,787
Cash flows from investing activities:
Purchase of property, equipment and software	—			—		(788		)	(821		)	—			—			(1,609		)	—			—		(1,609		)
Cash paid for Cognical Holdings preferred shares	(958		)	—		—			—			—			—			(958		)	—			—		(958		)
Change in restricted cash	—			—		—			(6		)	(5,397		)	—			(5,403		)	—			—		(5,403		)
Net cash provided (used)	(958		)	—		(788		)	(827		)	(5,397		)	—			(7,970		)	—			—		(7,970		)
Cash flows from financing activities:
Proceeds from Non-Recourse U.S. SPV facility	—			—		—			—			3,000			—			3,000			—			—		3,000
Payments on Non-Recourse U.S. SPV facility	—			—		—			—			(12,519		)	—			(12,519		)	—			—		(12,519		)
Proceeds from revolving credit facilities	10,000			—		—			—			—			—			10,000			—			—		10,000
Payments on revolving credit facilities	(10,000		)	—		—			—			—			—			(10,000		)	—			—		(10,000		)
Proceeds from issuance of common stock	—			—		—			—			—			—			—			13,135			—		13,135
Payments on 12.00% Senior Secured Notes	(77,500		)	—		—			—			—			—			(77,500		)	—			—		(77,500		)
Debt issuance costs paid	(71		)	—		—			—			—			—			(71		)	—			—		(71		)
Net cash provided (used)	(77,571		)	—		—			—			(9,519		)	—			(87,090		)	13,135			—		(73,955		)
Effect of exchange rate changes on cash	—			—		—			(575		)	—			(3,922		)	(4,497		)	—			—		(4,497		)
Net increase (decrease) in cash	—			—		(35,021		)	3,466			—			—			(31,555		)	(80		)	—		(31,635		)
Cash at beginning of period	—			—		117,379			44,915			—			—			162,294			80					162,374
Cash at end of period	$	—		$	—	$	82,358		$	48,381		$	—		$	—		$	130,739		$	—		$	—	$	130,739



	Three Months Ended March 31, 2017
(dollars in thousands)	CFTC			CURO Intermediate			Subsidiary Guarantors			Subsidiary Non-Guarantors			SPV Subs			Eliminations			CFTC Consolidated			CURO			Eliminations		CURO Consolidated
Cash flows from operating activities
Net cash (used) provided	$	(317,556	)	$	427,790		$	(33,328	)	$	(13,996	)	$	(891	)	$	(11	)	$	62,008		$	(5,083	)	$	—	$	56,925
Cash flows from investing activities:
Purchase of property, equipment and software	—			—			(1,672		)	(1,421		)	—			—			(3,093		)	—			—		(3,093		)
Change in restricted cash	—			—			—			121			(7,114		)	—			(6,993		)	—			—		(6,993		)
Net cash used	—			—			(1,672		)	(1,300		)	(7,114		)	—			(10,086		)	—			—		(10,086		)
Cash flows from financing activities:
Proceeds from Non-Recourse U.S. SPV facility and ABL facility	—			—			—			—			19,802			—			19,802			—			—		19,802
Payments on Non-Recourse U.S. SPV facility and ABL facility	—			—			—			—			(11,797		)	—			(11,797		)	—			—		(11,797		)
Proceeds from issuance of 12.00% Senior Secured Notes	461,329			—			—			—			—			—			461,329			—			—		461,329
Payments on 10.75% Senior Secured Notes	—			(426,034		)	—			—			—			—			(426,034		)	—			—		(426,034		)
Payments on 12.00% Senior Cash Pay Notes	—			—			—			—			—			—			—			(125,000		)	—		(125,000		)
Dividends (paid) received	(130,083		)	—			—			—			—			—			(130,083		)	130,083			—		—
Debt issuance costs paid	(13,690		)	—			—			—			—			—			(13,690		)	—			—		(13,690		)
Net cash provided (used)	317,556			(426,034		)	—			—			8,005			—			(100,473		)	5,083			—		(95,390		)
Effect of exchange rate changes on cash	—			—			—			818			—			11			829			—			—		829
Net increase (decrease) in cash	—			1,756			(35,000		)	(14,478		)	—			—			(47,722		)	—			—		(47,722		)
Cash at beginning of period	—			1,954			127,712			63,779			—			—			193,445			80			—		193,525
Cash at end of period	$	—		$	3,710		$	92,712		$	49,301		$	—		$	—		$	145,723		$	80		$	—	$	145,803