Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - Enova International, Inc. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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x |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014
OR
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¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-35503
Enova International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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45-3190813 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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200 West Jackson Blvd. |
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Chicago, Illinois |
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60606 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(312) 568-4200
Securities Registered Pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Name of Each Exchange on Which Registered |
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Common Stock, $.00001 par value per share |
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New York Stock Exchange |
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter time that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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x (Do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
As of June 30, 2014, none of the registrant’s equity securities were publicly traded. All of the equity securities were held by Cash America International, Inc., the registrant’s sole member as of June 30, 2014.
At March 13, 2015 there were 33,000,000 shares of the registrant’s Common Stock, $0.00001 par value per share, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to Enova International, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the Securities and Exchange Commission on March 20, 2015 (the "Form 10-K"), is to furnish corrected interactive data files as Exhibit 101 to the Form 10-K. Exhibit 101 provides the following items from the Form 10-K formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets at December 31, 2014 and December 31, 2013; (ii) Consolidated Statements of Income for the years ended December 31, 2014, December 31, 2013 and December 31, 2012; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, December 31, 2013 and December 31, 2012; (iv) Consolidated Statements of Equity at December 31, 2014, December 31, 2013 and December 31, 2012; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2014, December 31, 2013 and December 31, 2012; and (vi) Notes to Consolidated Financial Statements.
Users of this data are advised that pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under these sections. No other changes have been made to the Form 10-K other than those described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K.
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Exhibit No. |
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Exhibit Description |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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Filed |
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2.1 |
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Separation and Distribution Agreement between Cash America International, Inc. and Enova International, Inc. |
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8-K |
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001-35503 |
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2.1 |
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11/19/2014 |
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3.1 |
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Enova International, Inc. Amended and Restated Certificate of Incorporation |
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8-K |
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001-35503 |
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3.1 |
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11/19/2014 |
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3.2 |
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Enova International, Inc. Amended and Restated Bylaws |
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8-K |
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001-35503 |
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3.2 |
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11/19/2014 |
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4.1 |
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Specimen common stock certificate |
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10-12B |
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001-35503 |
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4.1 |
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10/2/2014 |
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4.2 |
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Stockholder’s and Registration Rights Agreement between Cash America International, Inc. and Enova International, Inc. |
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8-K |
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001-35503 |
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10.3 |
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11/19/2014 |
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4.3 |
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Indenture, dated May 30, 2014, between Enova International, Inc., the U.S. subsidiaries of Enova International, Inc., as guarantors, and U.S. Bank National Association, as trustee |
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10-12B |
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001-35503 |
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4.3 |
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7/31/2014 |
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4.4 |
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First Supplemental Indenture, dated as of October 1, 2014, between Enova International, Inc., NC Financial Solutions of Louisiana, LLC, NC Financial Solutions of Montana, LLC, and NC Financial Solutions of Rhode Island, LLC, each, as subsidiary guarantor, and U.S. Bank National Association, as trustee |
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10-12B |
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001-35503 |
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4.4 |
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10/2/2014 |
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10.1 |
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Transition Services Agreement between Cash America International, Inc. and Enova International, Inc. |
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8-K |
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001-35503 |
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10.2 |
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11/19/2014 |
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10.2 |
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Tax Matters Agreement between Cash America International, Inc. and Enova International, Inc. |
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8-K |
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001-35503 |
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10.1 |
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11/19/2014 |
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10.3 |
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Software Lease and Maintenance Agreement between Cash America International, Inc. and Enova International, Inc. |
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8-K |
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001-35503 |
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10.4 |
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11/19/2014 |
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10.4 |
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Enova International, Inc. 2014 Long-Term Incentive Plan* |
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10-K |
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001-35503 |
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10.4 |
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3/20/2014 |
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10.5 |
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Enova International, Inc. Supplemental Executive Retirement Plan* |
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10-12B |
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001-35503 |
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10.5 |
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7/31/2014 |
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10.6 |
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Enova International, Inc. Nonqualified Savings Plan* |
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10-12B |
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001-35503 |
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10.6 |
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7/31/2014 |
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10.7 |
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Continued Employment and Separation Agreement between Enova Financial Holdings, LLC, a subsidiary of the Company, and Timothy S. Ho dated January 29, 2013* |
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10-12B |
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001-35503 |
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10.7 |
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7/31/2014 |
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10.8 |
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Registration Rights Agreement, dated May 30, 2014, between Enova International, Inc., the U.S. subsidiaries of Enova International, Inc., and Jefferies LLC |
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10-12B |
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001-35503 |
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10.9 |
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7/31/2014 |
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10.9 |
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Credit Agreement, dated as of May 14, 2014, by and among Enova International, Inc., as borrower, the U.S. subsidiaries of Enova International, Inc., as guarantors, Jefferies Finance LLC, as administrative agent, and Jefferies Group LLC, as lender |
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10-12B |
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001-35503 |
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10.10 |
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7/31/2014 |
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10.10 |
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Lease Agreement, dated July 25, 2014, between 175 Jackson L.L.C. and Enova International, Inc. |
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10-12B |
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001-35503 |
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10.11 |
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10/22/2014 |
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10.11 |
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Form of Enova International, Inc. Severance Pay Plan for Executives* |
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10-12B |
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001-35503 |
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10.12 |
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10/2/2014 |
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3
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Exhibit No. |
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Exhibit Description |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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Filed |
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10.12 |
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Form of Enova International, Inc. Senior Executive Bonus Plan * |
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10-12B |
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001-35503 |
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10.13 |
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10/2/2014 |
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10.13 |
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Summary of 2014 Terms and Conditions of the Enova International, Inc. Short-Term Incentive Plan* |
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10-12B |
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001-35503 |
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10.14 |
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10/2/2014 |
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10.14 |
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Enova International, Inc. Executive Change-in-Control Severance and Restrictive Covenant Agreement for Chief Executive Officer* |
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8-K |
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001-35503 |
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10.2 |
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11/19/2014 |
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10.15 |
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Form of Enova International, Inc. Executive Change-in-Control Severance and Restrictive Covenant Agreement for Executive Officers* |
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8-K |
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001-35503 |
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10.1 |
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11/19/2014 |
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10.16 |
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Form of Enova International, Inc. 2014 Long-Term Incentive Plan Award Agreement for Special Grant of Restricted Stock Units for Directors* |
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10-12B |
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001-35503 |
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10.17 |
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10/17/2014 |
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10.17 |
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Form of Enova International, Inc. 2014 Long-Term Incentive Plan Award Agreement for Grant of Restricted Stock Units (for Officers)* |
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10-12B |
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001-35503 |
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10.18 |
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10/17/2014 |
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10.18 |
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Form of Enova International, Inc. 2014 Long-Term Incentive Plan Award Agreement for Special Grant of Nonqualified Stock Option with a Limited Stock Appreciation Right (for Officers) * |
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10-12B |
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001-35503 |
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10.19 |
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10/17/2014 |
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10.19 |
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Cash America International, Inc. 1994 Long-Term Incentive Plan* |
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10-K |
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001-09733 |
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10.5 |
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3/29/1995 |
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10.20 |
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Cash America International, Inc. First Amended and Restated 2004 Long-Term Incentive Plan, as amended (the “CSH LTIP”)* |
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8-K |
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001-09733 |
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10.1 |
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4/28/2009 |
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10.21 |
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Amendment to the CSH LTIP dated May 18, 2011* |
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10-12B |
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001-09733 |
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10.2 |
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7/22/2011 |
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10.22 |
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Second Amendment to the CSH LTIP dated May 24, 2012* |
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10-12B |
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001-09733 |
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10.2 |
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7/27/2012 |
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10.23 |
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Cash America International, Inc. 2014 Long-Term Incentive Plan* |
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DEF 14A |
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001-09733 |
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Appendix A |
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4/11/2014 |
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21.1 |
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Subsidiaries of Enova International, Inc. |
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10-K |
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001-35503 |
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21.1 |
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3/20/2014 |
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23.1 |
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Consent of PricewaterhouseCoopers LLP |
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10-K |
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001-35503 |
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23.1 |
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3/20/2014 |
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31.1 |
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Certification of Chief Executive Officer |
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10-K |
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001-35503 |
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31.1 |
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3/20/2014 |
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31.2 |
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Certification of Chief Financial Officer |
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10-K |
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001-35503 |
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31.2 |
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3/20/2014 |
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32.1 |
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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10-K |
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001-35503 |
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32.1 |
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3/20/2014 |
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32.2 |
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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10-K |
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001-35503 |
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32.2 |
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3/20/2014 |
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101.INS |
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XBRL Instance Document(1) |
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X(2) |
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101.SCH |
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XBRL Taxonomy Extension Schema Document(1) |
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X(2) |
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101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase Document(1) |
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X(2) |
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101.LAB |
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XBRL Taxonomy Label Linkbase Document(1) |
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X(2) |
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4
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Exhibit No. |
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Exhibit Description |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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Filed |
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101.DEF |
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XBRL Taxonomy Extension Definition Linkbase Document(1) |
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X(2) |
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101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase Document(1) |
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X(2) |
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* |
Indicates management contract or compensatory plan, contract or arrangement. |
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(1) |
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2014 and December 31, 2013; (ii) Consolidated Statements of Income for the years ended December 31, 2014, December 31, 2013 and December 31, 2012; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, December 31, 2013 and December 31, 2012; (iv) Consolidated Statements of Equity at December 31, 2014, December 31, 2013 and December 31, 2012; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2014, December 31, 2013 and December 31, 2012; and (vi) Notes to Consolidated Financial Statements. |
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(2) |
Submitted electronically herewith. |
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ENOVA INTERNATIONAL, INC. |
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Date: March 24, 2015 |
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By: |
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/s/ ROBERT S. CLIFTON |
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Robert S. Clifton |
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Vice President, Chief Financial Officer and Treasurer (On behalf of the Registrant and as Principal Financial and Accounting Officer) |
6
EXHIBIT INDEX
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Exhibit No. |
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Exhibit Description |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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Filed |
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2.1 |
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Separation and Distribution Agreement between Cash America International, Inc. and Enova International, Inc. |
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8-K |
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001-35503 |
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2.1 |
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11/19/2014 |
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3.1 |
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Enova International, Inc. Amended and Restated Certificate of Incorporation |
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8-K |
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001-35503 |
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3.1 |
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11/19/2014 |
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3.2 |
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Enova International, Inc. Amended and Restated Bylaws |
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8-K |
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001-35503 |
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3.2 |
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11/19/2014 |
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4.1 |
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Specimen common stock certificate |
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10-12B |
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001-35503 |
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4.1 |
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10/2/2014 |
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4.2 |
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Stockholder’s and Registration Rights Agreement between Cash America International, Inc. and Enova International, Inc. |
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8-K |
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001-35503 |
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10.3 |
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11/19/2014 |
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4.3 |
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Indenture, dated May 30, 2014, between Enova International, Inc., the U.S. subsidiaries of Enova International, Inc., as guarantors, and U.S. Bank National Association, as trustee |
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10-12B |
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001-35503 |
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4.3 |
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7/31/2014 |
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4.4 |
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First Supplemental Indenture, dated as of October 1, 2014, between Enova International, Inc., NC Financial Solutions of Louisiana, LLC, NC Financial Solutions of Montana, LLC, and NC Financial Solutions of Rhode Island, LLC, each, as subsidiary guarantor, and U.S. Bank National Association, as trustee |
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10-12B |
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001-35503 |
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4.4 |
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10/2/2014 |
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10.1 |
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Transition Services Agreement between Cash America International, Inc. and Enova International, Inc. |
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8-K |
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001-35503 |
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10.2 |
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11/19/2014 |
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10.2 |
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Tax Matters Agreement between Cash America International, Inc. and Enova International, Inc. |
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8-K |
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001-35503 |
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10.1 |
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11/19/2014 |
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10.3 |
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Software Lease and Maintenance Agreement between Cash America International, Inc. and Enova International, Inc. |
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8-K |
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001-35503 |
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10.4 |
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11/19/2014 |
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10.4 |
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Enova International, Inc. 2014 Long-Term Incentive Plan* |
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10-K |
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001-35503 |
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10.4 |
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3/20/2014 |
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10.5 |
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Enova International, Inc. Supplemental Executive Retirement Plan* |
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10-12B |
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001-35503 |
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10.5 |
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7/31/2014 |
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||||||
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10.6 |
|
Enova International, Inc. Nonqualified Savings Plan* |
|
10-12B |
|
001-35503 |
|
10.6 |
|
7/31/2014 |
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||||||
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10.7 |
|
Continued Employment and Separation Agreement between Enova Financial Holdings, LLC, a subsidiary of the Company, and Timothy S. Ho dated January 29, 2013* |
|
10-12B |
|
001-35503 |
|
10.7 |
|
7/31/2014 |
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||||||
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10.8 |
|
Registration Rights Agreement, dated May 30, 2014, between Enova International, Inc., the U.S. subsidiaries of Enova International, Inc., and Jefferies LLC |
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10-12B |
|
001-35503 |
|
10.9 |
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7/31/2014 |
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||||||
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10.9 |
|
Credit Agreement, dated as of May 14, 2014, by and among Enova International, Inc., as borrower, the U.S. subsidiaries of Enova International, Inc., as guarantors, Jefferies Finance LLC, as administrative agent, and Jefferies Group LLC, as lender |
|
10-12B |
|
001-35503 |
|
10.10 |
|
7/31/2014 |
|
|
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10.10 |
|
Lease Agreement, dated July 25, 2014, between 175 Jackson L.L.C. and Enova International, Inc. |
|
10-12B |
|
001-35503 |
|
10.11 |
|
10/22/2014 |
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||||||
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10.11 |
|
Form of Enova International, Inc. Severance Pay Plan for Executives* |
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10-12B |
|
001-35503 |
|
10.12 |
|
10/2/2014 |
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||||||
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10.12 |
|
Form of Enova International, Inc. Senior Executive Bonus Plan * |
|
10-12B |
|
001-35503 |
|
10.13 |
|
10/2/2014 |
|
|
7
|
Exhibit No. |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Filed |
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|
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||||||
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10.13 |
|
Summary of 2014 Terms and Conditions of the Enova International, Inc. Short-Term Incentive Plan* |
|
10-12B |
|
001-35503 |
|
10.14 |
|
10/2/2014 |
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||||||
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10.14 |
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Enova International, Inc. Executive Change-in-Control Severance and Restrictive Covenant Agreement for Chief Executive Officer* |
|
8-K |
|
001-35503 |
|
10.2 |
|
11/19/2014 |
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||||||
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10.15 |
|
Form of Enova International, Inc. Executive Change-in-Control Severance and Restrictive Covenant Agreement for Executive Officers* |
|
8-K |
|
001-35503 |
|
10.1 |
|
11/19/2014 |
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||||||
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10.16 |
|
Form of Enova International, Inc. 2014 Long-Term Incentive Plan Award Agreement for Special Grant of Restricted Stock Units for Directors* |
|
10-12B |
|
001-35503 |
|
10.17 |
|
10/17/2014 |
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||||||
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10.17 |
|
Form of Enova International, Inc. 2014 Long-Term Incentive Plan Award Agreement for Grant of Restricted Stock Units (for Officers)* |
|
10-12B |
|
001-35503 |
|
10.18 |
|
10/17/2014 |
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||||||
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10.18 |
|
Form of Enova International, Inc. 2014 Long-Term Incentive Plan Award Agreement for Special Grant of Nonqualified Stock Option with a Limited Stock Appreciation Right (for Officers) * |
|
10-12B |
|
001-35503 |
|
10.19 |
|
10/17/2014 |
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10.19 |
|
Cash America International, Inc. 1994 Long-Term Incentive Plan* |
|
10-K |
|
001-09733 |
|
10.5 |
|
3/29/1995 |
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10.20 |
|
Cash America International, Inc. First Amended and Restated 2004 Long-Term Incentive Plan, as amended (the “CSH LTIP”)* |
|
8-K |
|
001-09733 |
|
10.1 |
|
4/28/2009 |
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||||||
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10.21 |
|
Amendment to the CSH LTIP dated May 18, 2011* |
|
10-12B |
|
001-09733 |
|
10.2 |
|
7/22/2011 |
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|
10.22 |
|
Second Amendment to the CSH LTIP dated May 24, 2012* |
|
10-12B |
|
001-09733 |
|
10.2 |
|
7/27/2012 |
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||||||
|
10.23 |
|
Cash America International, Inc. 2014 Long-Term Incentive Plan* |
|
DEF 14A |
|
001-09733 |
|
Appendix A |
|
4/11/2014 |
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||||||
|
21.1 |
|
Subsidiaries of Enova International, Inc. |
|
10-K |
|
001-35503 |
|
21.1 |
|
3/20/2014 |
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||||||
|
23.1 |
|
Consent of PricewaterhouseCoopers LLP |
|
10-K |
|
001-35503 |
|
23.1 |
|
3/20/2014 |
|
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|
31.1 |
|
Certification of Chief Executive Officer |
|
10-K |
|
001-35503 |
|
31.1 |
|
3/20/2014 |
|
|
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|
31.2 |
|
Certification of Chief Financial Officer |
|
10-K |
|
001-35503 |
|
31.2 |
|
3/20/2014 |
|
|
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|
32.1 |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
10-K |
|
001-35503 |
|
32.1 |
|
3/20/2014 |
|
|
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|
32.2 |
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
10-K |
|
001-35503 |
|
32.2 |
|
3/20/2014 |
|
|
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|
101.INS |
|
XBRL Instance Document(1) |
|
|
|
|
|
|
|
|
|
X(2) |
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
101.SCH |
|
XBRL Taxonomy Extension Schema Document(1) |
|
|
|
|
|
|
|
|
|
X(2) |
|
|
|
|
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|
|
|
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document(1) |
|
|
|
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|
|
|
X(2) |
|
|
|
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|
|
|
101.LAB |
|
XBRL Taxonomy Label Linkbase Document(1) |
|
|
|
|
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|
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|
|
X(2) |
|
|
|
|
|
|
|
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|
|
|
|
8
|
Exhibit No. |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Filed |
|
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document(1) |
|
|
|
|
|
|
|
|
|
X(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document(1) |
|
|
|
|
|
|
|
|
|
X(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Indicates management contract or compensatory plan, contract or arrangement. |
|
(1) |
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2014 and December 31, 2013; (ii) Consolidated Statements of Income for the years ended December 31, 2014, December 31, 2013 and December 31, 2012; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, December 31, 2013 and December 31, 2012; (iv) Consolidated Statements of Equity at December 31, 2014, December 31, 2013 and December 31, 2012; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2014, December 31, 2013 and December 31, 2012; and (vi) Notes to Consolidated Financial Statements. |
|
(2) |
Submitted electronically herewith. |
9