elvt-20220630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ 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 001-37680

ELEVATE CREDIT, INC.

(Exact name of registrant as specified in its charter)


Delaware						46-4714474
State or Other Jurisdiction of Incorporation or Organization						I.R.S. Employer Identification Number

4150 International Plaza,

Suite 300

Fort Worth,

76109

Address of Principal Executive Offices

Zip Code

(817)

928-1500

Registrant’s Telephone Number, Including Area Code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities registered pursuant to Section 12(b) of the Act.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $0.0004 par value	ELVT	New York Stock Exchange

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			☒			No			☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).


Yes			☒			No			☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Non-accelerated filer	☐
Accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:


Class						Outstanding at August 5, 2022
Common Shares, $0.0004 par value						31,047,216

TABLE OF CONTENTS


Note About Forward-Looking Statements			4
Part I - Financial Information
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	6
		Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021	7

		Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2022 and 2021	8
		Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021	9
		Notes to Unaudited Condensed Consolidated Financial Statements	11
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	40
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	80
	Item 4.	Controls and Procedures	81
Part II - Other Information
	Item 1.	Legal Proceedings	82
	Item 1A.	Risk Factors	82
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	83


	Item 5.	Other Information	84
	Item 6.	Exhibits	85
SIGNATURES			86

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are based on our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained throughout this Quarterly Report on Form 10-Q, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and "Risk Factors." Forward-looking statements include information concerning our strategy, future operations, future financial position, future revenues, projected expenses, margins, prospects and plans and objectives of management. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “seek,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•our future financial performance, including our expectations regarding our revenue, cost of revenue, growth rate of revenue, cost of borrowing, credit losses, marketing costs, net charge-offs, gross profit or gross margin, operating expenses, operating margins, loans outstanding, credit quality, ability to generate cash flow and ability to achieve and maintain future profitability;

•the effects of the outbreak and continuation of the novel coronavirus ("COVID-19") on demand for our products, our business, our financial condition and results of operations, underwriting changes we and the bank originators we support are implementing to address credit risk associated with originations during the economic crisis created by the COVID-19 pandemic, and new legislation or other governmental responses to the pandemic;

•the availability of debt financing, funding sources and disruptions in credit markets;

•our ability to meet anticipated cash operating expenses and capital expenditure requirements, including our plans with respect to assessing minimum cash and liquidity requirements and implementing measures to ensure that our cash and liquidity position is maintained through the current economic cycle;

•anticipated trends, growth rates, seasonal fluctuations and challenges in our business and in the markets in which we operate;

•our ability to anticipate market needs and develop new and enhanced or differentiated products, services and mobile apps to meet those needs, and our ability to successfully monetize them;

•our expectations with respect to trends in our average portfolio effective annual percentage rate;

•our anticipated growth and growth strategies and our ability to effectively manage that growth;

•our anticipated expansion of relationships with strategic partners, including banks;

•customer demand for our product and our ability to respond to fluctuations in demand;

•our ability to attract potential customers and retain existing customers and our cost of customer acquisition;

•the ability of customers to repay loans;

•interest rates and origination fees on loans;

•the impact of competition in our industry and innovation by our competitors;

•our ability to attract and retain necessary qualified directors, officers and employees to expand our operations;

•our reliance on third-party service providers;

•our access to the automated clearing house system;

•the efficacy of our marketing efforts and relationships with marketing affiliates;

•our anticipated direct marketing costs and spending;

•the evolution of technology affecting our products, services and markets;

•continued innovation of our analytics platform, including releases of new credit models;

•our ability to prevent security breaches, disruption in service and comparable events that could compromise the personal and confidential information held in our data systems, reduce the attractiveness of the platform or adversely impact our ability to service loans;

•our ability to detect and filter fraudulent or incorrect information provided to us by our customers or by third parties;

•our ability to adequately protect our intellectual property;

•our compliance with applicable local, state, federal and foreign laws;

•our compliance with, and the effects on our business and results of operations from, current or future applicable regulatory developments and regulations, including developments or changes from the Consumer Financial Protection Bureau ("CFPB") and developments or changes in state law;

•regulatory developments or scrutiny by agencies regulating our business or the businesses of our third-party partners;

•public perception of our business and industry;

•the anticipated effect on our business of litigation or regulatory proceedings to which we or our officers are a party;

•the anticipated effect on our business of natural or man-made catastrophes;

•the increased expenses and administrative workload associated with being a public company;

•failure to maintain an effective system of internal controls necessary to accurately report our financial results and prevent fraud;

•our liquidity and working capital position and requirements;

•the estimates and estimate methodologies used in preparing our condensed consolidated financial statements, including our valuation of our loan portfolio under fair value accounting;

•the utility of non-GAAP financial measures;

•the future trading prices of our common stock and the impact of securities analysts’ reports on these prices;

•our anticipated development and release of certain products and applications and changes to certain products;

•our anticipated investing activity;

•trends anticipated to continue as our portfolio of loans matures; and

•any future repurchases under our share repurchase program, including the timing and amount of repurchases thereunder.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail elsewhere in this Quarterly Report on Form 10-Q, and in "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.


Elevate Credit, Inc. and Subsidiaries

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS


(Dollars in thousands except share amounts)	June 30, 2022		December 31, 2021
	(unaudited)
ASSETS
Cash and cash equivalents*	$	73,960	$	84,978
Restricted cash*	5,036		5,874
Loans receivable at fair value*	608,950		—
Loans receivable, net of allowance for loan losses of $71,204*	—		511,157
Prepaid expenses and other assets*	14,640		12,745
Operating lease right of use assets	11,213		5,718

Receivable from payment processors*	7,935		15,870
Deferred tax assets, net	9,370		34,229
Investment in unconsolidated affiliate	5,121		—
Property and equipment, net	38,780		33,104
Goodwill, net	6,776		6,776
Intangible assets, net	231		231

Total assets	$	782,012	$	710,682

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities (See Note 12)*	$	60,802	$	82,513
Operating lease liabilities	16,731		9,171
Other taxes payable	304		304
Deferred revenue*	3,259		4,446
Notes payable, net (See Note 5)*	515,976		505,277

Total liabilities	597,072		601,711
COMMITMENTS, CONTINGENCIES AND GUARANTEES (Note 11)
STOCKHOLDERS’ EQUITY
Preferred stock; $0.0004 par value; 24,500,000 authorized shares; none issued and outstanding at June 30, 2022 and December 31, 2021.	—		—
Common stock; $0.0004 par value; 300,000,000 authorized shares; 44,960,438 and 44,960,438 issued; 31,046,783 and 31,810,759 outstanding, respectively	19		19


Additional paid-in capital	208,901		205,860
Treasury stock; at cost; 13,913,655 and 13,149,679 shares of common stock, respectively	(45,299)		(41,746)
Retained earnings (Accumulated deficit)	21,319		(55,162)

Total stockholders’ equity	184,940		108,971
Total liabilities and stockholders’ equity	$	782,012	$	710,682

* These balances include certain assets and liabilities of variable interest entities (“VIEs”) that can only be used to settle the liabilities of that respective VIE. All assets of the Company are pledged as security for the Company’s outstanding debt, including debt held by the VIEs. For further information regarding the assets and liabilities included in the Company's consolidated accounts, see Note 4—Variable Interest Entities.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


Elevate Credit, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands, except share and per share amounts)	2022		2021		2022		2021
Revenues	$	117,606	$	84,540	$	241,850	$	174,273
Cost of sales:
Change in fair value of loans receivable	61,456		—		145,615		—
Provision for loan losses	—		27,225		—		48,195
Direct marketing costs	7,828		10,564		14,054		14,947
Other cost of sales	3,163		2,905		6,045		4,952
Total cost of sales	72,447		40,694		165,714		68,094
Gross profit	45,159		43,846		76,136		106,179
Operating expenses:
Compensation and benefits	20,561		18,585		40,650		37,593
Professional services (See Note 12)	6,433		8,659		13,392		15,738
Selling and marketing	1,120		710		1,929		1,243
Occupancy and equipment	6,186		5,289		12,059		10,245
Depreciation and amortization	4,720		4,552		8,481		9,795
Other	845		811		1,635		1,586
Total operating expenses	39,865		38,606		78,146		76,200
Operating income (loss)	5,294		5,240		(2,010)		29,979
Other expense:
Net interest expense (See Note 12)	(12,126)		(8,567)		(24,296)		(17,353)


Equity method investment loss	(368)		—		(712)		—
Non-operating income	81		510		1,747		717
Total other expense	(12,413)		(8,057)		(23,261)		(16,636)
Income (loss) before taxes	(7,119)		(2,817)		(25,271)		13,343
Income tax expense (benefit)	(574)		228		(4,803)		3,672


Net income (loss)	$	(6,545)	$	(3,045)	$	(20,468)	$	9,671




Basic earnings (loss) per share	$	(0.21)	$	(0.09)	$	(0.65)	$	0.27




Diluted earnings (loss) per share	$	(0.21)	$	(0.09)	$	(0.65)	$	0.27

Basic weighted average shares outstanding	31,238,159		35,132,980		31,301,983		35,591,583
Diluted weighted average shares outstanding	31,238,159		35,132,980		31,301,983		36,331,631

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


Elevate Credit, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

For the periods ended June 30, 2022 and 2021


(Dollars in thousands except share amounts)	Preferred Stock		Common Stock			Additional paid-in capital		Treasury Stock			Retained earnings / Accumulated deficit		Total
	Shares	Amount	Shares	Amount				Shares	Amount
Balances at December 31, 2020	—	—	37,954,138	18		200,433		7,006,300	(16,492)		(20,101)		$	163,858
Share-based compensation -US	—	—	—	—		1,602		—	—		—		1,602





Treasury stock acquired	—	—	(2,480,741)	—		—		2,480,741	(10,813)		—		(10,813)
Treasury stock reissued for RSUs vesting	—	—	169,091	—		(417)		(169,091)	621		(621)		(417)
Treasury stock reissued for Stock Option Exercise	—	—	12,500	—		—		(12,500)	73		(46)		27
Net income	—	—	—	—		—		—	—		12,716		12,716

Balances at March 31, 2021	—	—	35,654,988	$	18	$	201,618	9,305,450	$	(26,611)	$	(8,052)	$	166,973
Share-based compensation -US	—	—	—	—		1,787		—	—		—		1,787




Treasury stock acquired	—	—	(2,339,085)	—		—		2,339,085	(7,954)		—		(7,954)
Treasury stock reissued for RSUs vesting	—	—	532,365	—		(562)		(532,365)	687		(687)		(562)
Treasury stock reissued for ESPP purchases	—	—	149,613	—		207		(149,613)	246		—		453
Net loss	—	—	—	—		—		—	—		(3,045)		(3,045)

Balances at June 30, 2021	—	—	33,997,881	$	18	$	203,050	10,962,557	$	(33,632)	$	(11,784)	$	157,652





















Balances at December 31, 2021	—	—	31,810,759	19		205,860		13,149,679	(41,746)		(55,162)		$	108,971
Share-based compensation -US	—	—	—	—		1,658		—	—		—		1,658
Treasury stock acquired	—	—	(972,476)	—		—		972,476	(3,661)		—		(3,661)
Treasury stock reissued for RSUs vesting	—	—	410,800	—		(714)		(410,800)	813		(744)		(645)

Cumulative effect of change in accounting, net of deferred income tax expense of $29.8 million	—	—	—	—		—		—	—		98,603		98,603
Net loss	—	—	—	—		—		—	—		(13,923)		(13,923)
Balances at March 31, 2022	—	—	31,249,083	$	19	$	206,804	13,711,355	$	(44,594)	$	28,774	$	191,003
Share-based compensation -US	—	—	—	—		2,280		—	—		—		2,280
Treasury stock acquired	—	—	(760,129)	—		—		760,129	(2,000)		—		(2,000)
Treasury stock reissued for RSUs vesting	—	—	366,884	—		(183)		(366,884)	781		(780)		(182)
Treasury stock reissued for ESPP purchases	—	—	190,945	—		—		(190,945)	514		(130)		384
Net loss	—	—	—	—		—		—	—		(6,545)		(6,545)
Balances at June 30, 2022	—	—	31,046,783	$	19	$	208,901	13,913,655	$	(45,299)	$	21,319	$	184,940

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


Elevate Credit, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


(Dollars in thousands)	Six Months Ended June 30,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(20,468)	$	9,671


Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	8,481		9,795
Change in fair value of loans receivable	145,615		—
Provision for loan losses	—		48,195
Share-based compensation	3,938		3,389
Amortization of debt issuance costs	454		361
Amortization of loan premium	3,016		1,981
Loss from equity method investment	712		—

Amortization of operating leases	(443)		(383)
Deferred income tax (benefit) expense, net	(4,928)		3,626


Non-operating gain	(1,747)		(717)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(419)		(3,054)


Receivables from payment processors	7,934		662
Receivables from CSO lenders	—		1,242
Interest receivable	(31,333)		(9,054)


Deferred revenue	(1,187)		(625)
Accounts payable and accrued liabilities	(23,397)		1,598


Net cash provided by operating activities	86,228		66,687
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans receivable originated or participations purchased	(450,638)		(344,351)
Principal collections and recoveries on loans receivable	366,676		301,446
Participation premium paid	(2,700)		(2,126)
Purchases of property and equipment	(11,567)		(7,563)
Investment in unconsolidated affiliate	(4,000)		—
Proceeds from sale of intangible assets	—		1,250


Net cash used in investing activities	(102,229)		(51,344)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


Elevate Credit, Inc. and Subsidiaries


	Six Months Ended June 30,
(Dollars in thousands)	2022		2021
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable	$	35,500	$	25,000
Payments of notes payable	(25,000)		(112,550)



Debt issuance costs paid	(255)		—
Principal payments on insurance premium financing	(329)		—

ESPP shares issued	384		453
Common stock repurchased	(5,328)		(18,767)
Proceeds from stock option exercises	—		27
Taxes paid related to net share settlement of equity awards	(827)		(980)


Net cash provided by (used in) financing activities	4,145		(106,817)

Net decrease in cash, cash equivalents and restricted cash	(11,856)		(91,474)



Cash and cash equivalents, beginning of period	84,978		197,983
Restricted cash, beginning of period	5,874		3,135
Cash, cash equivalents and restricted cash, beginning of period	90,852		201,118

Cash and cash equivalents, end of period	73,960		105,782
Restricted cash, end of period	5,036		3,862
Cash, cash equivalents and restricted cash, end of period	$	78,996	$	109,644

Supplemental cash flow information:
Interest paid	$	23,795	$	18,075
Taxes paid	$	323	$	55

Non-cash activities:
CSO fees charged-off included in Deferred revenues and Loans receivable	$	—	$	37
CSO fees on loans paid-off prior to maturity included in Receivable from CSO lenders and Deferred revenue	$	—	$	7
Increase in Prepaid expenses and other assets and Accounts payable and accrued liabilities related to insurance premium financing agreement	$	1,975	$	—

Reissuances of Treasury stock	$	1,594	$	1,308


Impact on retained earnings of adoption of ASU 2016-13	$	98,603	$	—




Leasehold improvements allowance included in Property and equipment, net	$	2,589	$	—

Operating lease right of use assets recognized	$	6,994	$	—
Operating lease liabilities recognized	$	9,583	$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and six months ended June 30, 2022 and 2021

NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING CHANGES

Business Operations

Elevate Credit, Inc. (the “Company”) is a Delaware corporation. The Company provides technology-driven, progressive online credit solutions to non-prime consumers. The Company uses advanced technology and proprietary risk analytics to provide more convenient and more responsible financial options to its customers, who are not well-served by either banks or legacy non-prime lenders. The Company currently offers unsecured online installment loans, lines of credit and credit cards in the United States (the “US”). The Company’s products, Rise, Elastic and Today Card, reflect its mission of “Good Today, Better Tomorrow” and provide customers with access to competitively priced credit and services while helping them build a brighter financial future with credit building and financial wellness features.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of June 30, 2022 and for the three and six month periods ended June 30, 2022 and 2021 include the accounts of the Company, its wholly owned subsidiaries and variable interest entities ("VIEs") where the Company is the primary beneficiary. All significant intercompany transactions and accounts have been eliminated.

The unaudited condensed consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted in the US (“US GAAP”) for interim financial information and Article 10 of Regulation S-X and conform, as applicable, to general practices within the finance company industry. The principles for interim financial information do not require the inclusion of all the information and footnotes required by US GAAP for complete financial statements. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021 in the Company's Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission ("SEC") on February 25, 2022. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments, all of which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. The Company's business is seasonal in nature so the results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Significant items subject to such estimates and assumptions include the valuation of the loans receivable, goodwill, long-lived and intangible assets, deferred revenues, contingencies, the income tax provision, valuation of share-based compensation, operating lease right of use assets, operating lease liabilities and the valuation allowance against deferred tax assets. The Company bases its estimates on historical experience, current data and assumptions that are believed to be reasonable. Actual results in future periods could differ from those estimates.

As the impact of the COVID-19 pandemic continues to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the condensed consolidated financial statements as new events occur and additional information becomes known. To the extent the Company’s actual results differ materially from those estimates and assumptions, the Company's future financial statements could be affected.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

Revenue Recognition

The Company recognizes consumer loan fees as revenues for each of the loan products it offers. Revenues on the Condensed Consolidated Statements of Operations include: finance charges, lines of credit fees, fees for services provided through Credit Services Organization ("CSO") programs (“CSO fees”), and interest, as well as any other fees or charges permitted by applicable laws and pursuant to the agreement with the borrower. Other revenues also include marketing and licensing fees received from the originating lender related to the Elastic product and Rise bank-originated loans and from CSO fees related to the Rise product. Revenues related to these fees are recognized when the service is performed.

The Company accrues finance charges on installment loans on a constant yield basis over their terms. The Company accrues and defers fixed fees such as CSO fees and lines of credit fees when they are assessed and recognizes them to earnings as they are earned over the life of the loan. The Company accrues interest on credit cards based on the amount of the credit card balance outstanding and the related contractual interest rate. Credit card membership fees are amortized to revenue over the card membership period. Other credit card fees, such as late payment fees and returned payment fees, are accrued when assessed. The Company does not accrue finance charges and other fees on installment loans or lines of credit for which payment is greater than 60 days past due. Credit card interest charges are recognized based on the contractual provisions of the underlying arrangements and are not accrued when payment is past due more than 90 days. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. Credit cards have a grace period of 25 days and are considered delinquent after the grace period. Payments received on past due loans are applied against the loan and accrued interest balance to bring the loan current. Payments are generally first applied to accrued fees and interest and then to the principal loan balance.

The spread of COVID-19 since March 2020 has created a global public health crisis that has resulted in unprecedented disruption to businesses and economies. In response to the pandemic's effects, and in accordance with federal and state guidelines, the Company expanded its payment flexibility programs for its customers, including payment deferrals. This program allows for a deferral of payments for an initial period of 30 to 60 days, and generally up to a maximum of 180 days on a cumulative basis. A customer will return to the normal payment schedule after the end of the deferral period with the extension of the maturity date equivalent to the deferral period, which is generally not to exceed an additional 180 days. Since the third quarter of 2021, the Company no longer offers specific COVID-19 payment assistance programs, but continues to offer other payment flexibility programs if certain qualifications are met. The finance charges will continue to accrue at a lower effective interest rate over the expected term of the loan as adjusted for the deferral period provided (not to exceed an amount greater than the amount at which the borrower could settle the loan) or placed on non-accrual status.

The Company’s business is affected by seasonality, which can cause significant changes in portfolio size and profit margins from quarter to quarter. Although this seasonality does not impact the Company’s policies for revenue recognition, it does generally impact the Company’s results of operations by potentially causing an increase in its profit margins in the first quarter of the year and decreased margins in the second through fourth quarters.

Installment Loans, Lines of Credit and Credit Cards

Effective January 1, 2022, the Company utilizes the fair value option on its entire loans receivable portfolio. As such, loans receivable, including receivables for finance charges, fees and interest, are reported as Loans receivable at fair value on the Condensed Consolidated Balance Sheet at June 30, 2022. To derive the fair value, the Company generally utilizes discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the loans receivable portfolio. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that the Company believes a market participant would require.

Loans receivable at fair value include installment loans, lines of credit and credit cards. Installment loans are multi-payment loans that require the pay-down of portions of the outstanding principal balance in multiple installments through the Rise brand. Line of credit accounts include customer cash advances made through the Elastic brand and the Rise brand in two states (which were discontinued in September 2020). Credit cards represent credit card receivable balances, uncollected billed interest and fees through the Today Card brand.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

The Company offers Rise installment products directly to customers. Elastic lines of credit, Rise bank-originated installment loans and Today credit card receivables represent participation interests acquired from third-party lenders through a wholly owned subsidiary or by a VIE. Based on agreements with the third-party lenders, the VIEs pay a loan premium on the participation interests purchased. The loan premium is amortized over the expected life of the outstanding loan amount. See Note 4—Variable Interest Entities for more information regarding these participation interests in Rise and Elastic receivables.

The Company classifies its loans as either current or past due. An installment loan or line of credit customer in good standing may request a 16-day grace period when or before a payment becomes due and, if granted, the loan is considered current during the grace period. Credit card customers have a 25-day grace period for each payment. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. Credit cards are considered past due if the grace period has passed and the scheduled payment has not been made. Installment loans and lines of credit are charged off when they are over 60 days past due or earlier if deemed uncollectible. Credit cards are charged off when they are over 120 days past due or earlier if deemed uncollectible. Recoveries on losses previously charged-off are treated as a reduction of charge-offs in the period in which the recovery is collected.

The Company considers impaired loans as accounts over 60 days past due (for installment loans and lines of credit) or 120 days past due (for credit cards), or loans which become uncollectible based on information that the Company becomes aware of (e.g., receipt of customer bankruptcy notice). The impaired loans are charged-off at the time that they are deemed to be uncollectible.

A modification of finance receivable terms is considered a troubled debt restructuring ("TDR") if the borrower is experiencing financial difficulty and the Company grants a concession it would not otherwise have considered to a borrower. The Company typically considers TDRs to include all installment and line of credit loans that were modified by granting principal and interest forgiveness or by extension of the maturity date for more than 60 days as a part of a loss mitigation strategy.

On March 22, 2020, federal and state banking regulators issued a joint statement on working with customers affected by COVID-19 (the "Interagency Statement"). The Interagency Statement includes guidance on accounting for loan modifications. In accordance with the Interagency Statement, the Company, and the bank originators the Company supports, have elected to not recognize modified loans as TDRs if the borrower was both: 1) not more than 30 days past due as of March 1, 2020 (or at the requested modification date if originated on or after March 1, 2020); and 2) the modification stems from the effects of the COVID-19 outbreak. The modifications offered by the Company to borrowers that meet both qualifications may include short-term payment deferrals less than six months, interest or fee waivers, extensions of payment terms or delays in payment that are insignificant. If the borrower was not current at March 1, 2020, the Company offers similar modifications that are considered TDRs. This election is applicable from March 1, 2020 until the earlier of 60 days following the date the COVID-19 national emergency comes to an end or January 1, 2022. Effective July 1, 2021, the Company no longer offers specific COVID-19 payment assistance programs and no longer applies the TDR relief provision provided by the Interagency Statement. The Company, along with the bank originators it supports, continues to offer other payment flexibility programs if certain qualifications are met and will apply the TDR guidelines previously established.

Allowance for Loan Losses

Prior to January 1, 2022, the Company maintained an allowance for loan losses for loans and interest receivable for loans not classified as TDRs at a level estimated to be adequate to absorb credit losses inherent in the outstanding loans receivable. The Company primarily utilized historical loss rates by product, stratified by delinquency ranges, to determine the allowance, but also considered recent collection and delinquency trends, as well as macro economic conditions that may affect portfolio losses. Additionally, due to the uncertainty of economic conditions and cash flow resources of the Company’s customers, the estimate of the allowance for loan losses was subject to change in the near term and could significantly impact the consolidated financial statements. If a loan was deemed to be uncollectible before it is fully reserved, it was charged-off at that time. For loans classified as TDRs, impairment was typically measured based on the present value of the expected future cash flows discounted at the original effective interest rate.

Operating Segments

The Company determines operating segments based on how its chief operating decision-maker manages the business, including making operating decisions, deciding how to allocate resources and evaluating operating performance. The Company's chief operating decision-maker is its Chief Executive Officer, who reviews the Company's operating results monthly on a consolidated basis.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

The Company has one reportable segment, which provides online financial services for non-prime consumers. The Company has aggregated all components of its business into a single reportable segment based on the similarities of the economic characteristics, the nature of the products and services, the distribution methods, the type of customers and the nature of the regulatory environments. All of the Company's assets and revenue are in one geographic location, therefore, segment reporting based on geography does not apply.

Property and Equipment, net

Property and equipment are stated at cost, net of accumulated depreciation and amortization. The following table summarizes the components of net property and equipment. In January 2021 and September 2021, certain assets were determined to be impaired in relation to subleases of facility space.


(Dollars in thousands)	June 30, 2022		December 31, 2021
Property and equipment, gross	$	147,266	$	133,109
Accumulated depreciation and amortization	(108,486)		(100,005)
Property and equipment, net	$	38,780	$	33,104

Cloud Computing Arrangements

In accordance with Accounting Standards Codification ("ASC") Subtopic 350-40: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, the Company has established a control structure to identify cloud computing arrangements ("CCA") for appropriate accounting treatment similar to its procedures for right of use assets. Implementation costs for CCAs that are hosted by third-party vendors are capitalized when incurred during the application development phase. Capitalized amounts related to such arrangements are included in Prepaid expenses and other assets on the Condensed Consolidated Balance Sheets. Amortization is computed using the straight-line method over the estimated useful life of 3 years. For the three months ended June 30, 2022 and 2021, the Company recognized $400 thousand and $117 thousand in amortization expense, respectively, within Occupancy and equipment within the Condensed Consolidated Statements of Operations, and $617 thousand and $147 thousand for the six months ended June 30, 2022 and 2021, respectively.


(Dollars in thousands)	June 30, 2022		December 31, 2021
CCA implementation costs	$	4,939	$	3,557
Less: accumulated amortization	(1,189)		(572)
Net book value	$	3,750	$	2,985

Goodwill and Indefinite Lived Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. In accordance with ASC 350-20-35, Goodwill— Subsequent Measurement, the Company performs a quantitative approach method impairment review of goodwill and intangible assets with an indefinite life annually at October 1 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company completed its annual test as of October 1, 2021 and determined that there was no evidence of impairment of goodwill or indefinite lived intangible assets. The Company has $6.8 million of goodwill (all related to the Elastic reporting unit) remaining on the Condensed Consolidated Balance Sheets as of June 30, 2022.

The fair value of the reporting unit is determined based on a weighted average of the income and market approaches. The income approach establishes fair value based on estimated future cash flows of the reporting units, discounted by an estimated weighted-average cost of capital developed using the capital asset pricing model, which reflects the overall level of inherent risk of the reporting units. The income approach uses the Company’s projections of financial performance for a six- to nine-year period and includes assumptions about future revenues growth rates, operating margins and terminal values. The market approach establishes fair value by applying cash flow multiples to the reporting units’ operating performance. The multiples are derived from other publicly traded companies that are similar but not identical to the Company from an operational and economic standpoint.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

Leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in Operating lease right of use (“ROU”) assets and Operating lease liabilities on its Condensed Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of its leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The operating lease ROU asset may also include initial direct costs incurred and excludes any lease payments made and lease incentives. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components. The lease and non-lease components are accounted for as a single lease component.

In accordance with ASC 360-10-35, Property, Plant & Equipment— Subsequent Measurement, the Company evaluates its ROU assets along with its Property and equipment, net for impairment annually and between annual tests as needed based on changes in circumstances or other triggering events.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events from non-owner sources. As the Company's comprehensive income (loss) is the same as net income (loss) for all periods presented, a separate statement of comprehensive income (loss) is not included in the condensed consolidated financial statements.

Insurance Premium Financing

On May 1, 2022, the Company executed an insurance premium financing agreement of $2.3 million with a premium finance company in order to finance certain of its annual insurance premiums. Beginning on June 1, 2022, the financing agreement is payable in seven monthly installments of principal and interest of approximately $0.3 million and will be paid in full by December 31, 2022. The agreement bears interest at 5.55%. As of June 30, 2022, the balance of the insurance premium financing was $2.0 million and is included in Accounts payable and accrued liabilities in the Condensed Consolidated Balance Sheets.

Equity Method Investment

In January 2022, the Company collaborated with Central Pacific Bank ("CPB") to invest in the launch of a new fintech company, Swell Financial, Inc. ("Swell"). The Company contributed intellectual property as well as cash for its non-controlling interest, and records its interest in Swell under the equity method of accounting. As of June 30, 2022 and December 31, 2021, the carrying value of the Company's investment in Swell was $5.1 million and $0 million, respectively, within Investment in unconsolidated affiliate in the Condensed Consolidated Balance Sheets. Losses of $0.4 million and $0.7 million for the three and six months ended June 30, 2022, respectively, are included in Equity method investment loss in the Condensed Consolidated Statements of Operations.

Treasury Stock

The Company evaluates each stock repurchase transaction in the period in which it is completed. If the repurchase transaction is significantly in excess of the current market price at purchase, the Company will identify whether the price paid included payment for other agreements, rights, and privileges. Repurchase transactions that do not contain these elements or are not significantly in excess of the current market price at purchase are accounted for using the cost method. The Company anticipates using its treasury stock to fulfill certain employee stock compensation grants and settlements. The Company has elected to use a first in, first out ("FIFO") method for assigning share cost at reissuance. Any gain or loss in the stock value will be credited or charged to paid in capital upon subsequent reissuance of the shares, with losses in excess of previously recognized gains charged to retained earnings. The Company is not obligated to purchase or reissue any shares at any time in accordance with its previously disclosed share repurchase plan.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

Recently Adopted Accounting Standards

On March 11, 2021, the American Rescue Plan Act ("ARP Act") was signed into law. The Company reviewed the tax relief provisions of the ARP Act, including the Company's eligibility for such provisions, and determined that the impact is likely to be insignificant with regard to the Company's effective tax rate. The Company continues to monitor and evaluate its eligibility under the ARP Act tax relief provisions to identify any portions that may become applicable in the future.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). The purpose of ASU 2019-12 is to reduce complexity in the accounting standards for income taxes by removing certain exceptions as well as clarifying certain allocations. This update also addresses the split recognition of franchise taxes that are partially based on income between income-based tax and non-income-based tax. This guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The adoption of ASU 2019-12 at January 1, 2021 did not have a material impact on the Company's condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 is intended to replace the incurred loss impairment methodology in current US GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates to improve the quality of information available to financial statement users about expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments ("ASU 2019-04"). This amendment clarifies the guidance in ASU 2016-13. The guidance in ASU 2016-13 was further clarified by ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments ("ASU 2019-11") issued in November 2019. ASU 2019-11 provides transition relief such as permitting entities an accounting policy election regarding existing TDRs, among other things. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief ("ASU 2019-05"). The purpose of this amendment is to provide entities that have certain instruments within the scope of Subtopic 326-20, Financial Instruments-Credit Losses-Measured at Amortized Cost, with an option to irrevocably elect the fair value option in Subtopic 825-10, Financial Instruments-Overall, on an instrument-by-instrument basis. Election of this option is intended to increase comparability of financial statement information and reduce costs for certain entities to comply with ASU 2016-13. In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments ("ASU 2020-03"). The purpose of ASU 2020-03 is to clarify, correct errors in or make minor improvements to the codification. Among other revisions, the amendments clarify that an entity should record an allowance for credit losses when an entity regains control of financial assets sold in accordance with Topic 326. ASU 2020-03 also clarifies disclosure requirements for debt securities under Topic 942 and affirms that all entities are required to provide the fair value option disclosures within paragraphs 825-10-50-24 through 50-32 of the codification. The amendments in this update are effective on the latter of the issuance of ASU 2020-03 or the effective date of their related topic.

For public entities, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates ("ASU 2019-10"). The purpose of this amendment is to create a two-tier rollout of major updates, staggering the effective dates between larger public companies and all other entities. This granted certain classes of companies, including Smaller Reporting Companies ("SRCs"), additional time to implement major FASB standards, including ASU 2016-13. Larger public companies will still have an effective date for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All other entities are permitted to defer adoption of ASU 2016-13, and its related amendments, until fiscal periods beginning after December 15, 2022. In February 2020, the FASB issued ASU No. 2020-02, Financial Instruments - Credit Losses (Topic 326), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-12 ("ASU 2020-02"). ASU 2020-02 updates the SEC staff guidance related to ASU 2016-13 and all contingent amendments. Under the current SEC definitions, the Company met the definition of an SRC as of the ASU 2019-10 issuance date and chose to defer the adoption of ASU 2016-13 and its related amendments.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

The Company adopted ASU 2016-13 and all related amendments effective January 1, 2022 and elected the fair value option provided by the transition relief of ASU 2019-05 on all loans receivable. The Company believes that electing the fair value method of accounting for the loans receivable aligns more closely with its portfolio decision making and better reflects the value of the loans receivable portfolio. In accordance with the transition guidance, the Company released the allowance for estimated losses on loans receivable at that date and measured the loans receivable at fair value. These adjustments are recognized collectively, through a cumulative-effect adjustment to opening retained earnings of $98.6 million. As a result of the adoption of ASU 2016-13, the Company’s loans receivable are carried at fair value with changes in fair value recognized directly in earnings after the effective date of adoption.

Accounting Standards to be Adopted in Future Periods

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). The purpose of ASU 2020-04 is to provide optional guidance for a period of time related to accounting for reference rate reform on financial reporting. It is intended to reduce the potential burden of reviewing contract modifications related to discontinued rates. The amendments and expedients in this update are effective as of March 12, 2020 through December 31, 2022 and may be elected by topic. The Company is assessing the potential impact of electing all or portions of ASU 2020-04 on the Company's condensed consolidated financial statements and does not expect ASU 2020-04 to have a material impact to the financial statements.

In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02"). The primary purpose of ASU 2022-02, among other things, is to eliminate the accounting guidance for TDRs, to enhance the disclosure requirements for certain loan refinancings and restructurings for borrowers experiencing financial difficulty, and to require disclosure of current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments - Credit Losses (Topic 326): Measured at Amortized Cost. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption, as well as separate early adoption, is permitted if an entity has adopted ASU 2016-13. The Company is assessing the potential impact of adoption on the Company's condensed consolidated financial statements and does not expect ASU 2022-02 to have a material impact to the financial statements due to the fair value option election related to ASU 2016-13 .

NOTE 2 - EARNINGS PER SHARE

Basic earnings (loss) per share ("EPS") is computed by dividing net income (loss) by the weighted average number of common shares outstanding ("WASO") during each period. Also, basic EPS includes any fully vested stock and unit awards that have not yet been issued as common stock. There are no unissued fully vested stock and unit awards at June 30, 2022 and 2021.

Diluted EPS is computed by dividing net income (loss) by the WASO during each period plus any unvested stock option awards granted, vested unexercised stock options and unvested restricted stock units ("RSUs") using the treasury stock method but only to the extent that these instruments dilute earnings per share.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

The computation of earnings (loss) per share was as follows for three and six months ended June 30, 2022 and 2021:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands, except share and per share amounts)	2022		2021		2022		2021
Numerator (basic and diluted):


Net income (loss)	$	(6,545)	$	(3,045)	$	(20,468)	$	9,671






Denominator (basic):
Basic weighted average number of shares outstanding	31,238,159		35,132,980		31,301,983		35,591,583

Denominator (diluted):
Basic weighted average number of shares outstanding	31,238,159		35,132,980		31,301,983		35,591,583
Effect of potentially dilutive securities:

Employee share plans (options, RSUs and ESPP)	—		—		—		740,048
Diluted weighted average number of shares outstanding	31,238,159		35,132,980		31,301,983		36,331,631

Basic and diluted earnings (loss) per share:


Basic earnings (loss) per share	$	(0.21)	$	(0.09)	$	(0.65)	$	0.27



Diluted earnings (loss) per share	$	(0.21)	$	(0.09)	$	(0.65)	$	0.27

For the three months ended June 30, 2022 and 2021, the Company excluded the following potential common shares from its diluted earnings (loss) per share calculation because including these shares would be anti-dilutive:

•772,797 and 869,923 common shares issuable upon exercise of the Company's stock options; and

•4,337,676 and 3,226,318 common shares issuable upon vesting of the Company's RSUs.

For the six months ended June 30, 2022 and 2021, the Company excluded the following potential common shares from its diluted earnings (loss) per share calculation because including these shares would be anti-dilutive:

•789,982 and 874,289 common shares issuable upon exercise of the Company's stock options; and

•3,778,968 and 2,087,680 common shares issuable upon vesting of the Company's RSUs.

NOTE 3 - LOANS RECEIVABLE AND REVENUE

Revenues generated from the Company’s consumer loans for the three and six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2022		2021		2022		2021
Finance charges	$	68,209	$	50,783	$	142,497	$	103,975
Lines of credit fees	47,953		32,880		96,417		68,360
CSO fees	—		51		—		602
Other	1,444		826		2,936		1,336
Total revenues	$	117,606	$	84,540	$	241,850	$	174,273

The Company's portfolio consists of installment loans, lines of credit and credit card receivables, which are considered the portfolio segments for all periods presented. The Rise product is installment loans, the Elastic product is a line of credit product and the Today Card is a credit card product, all offered in the US.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

The following reflects the credit quality of the Company’s loans receivable as of June 30, 2022 and December 31, 2021 as delinquency status has been identified as the primary credit quality indicator. The Company classifies its loans as either current or past due. A customer in good standing may request up to a 16-day grace period when or before a payment becomes due and, if granted, the loan is considered current during the grace period. In response to the COVID-19 pandemic, the Company, along with the banks it supports, had also expanded existing payment flexibility programs to provide temporary payment relief to certain customers who meet the program’s qualifications. These programs allow for a deferral of payments for an initial period of 30 to 60 days, which the Company may extend for an additional 30 days, generally for a maximum of 180 days on a cumulative basis. A customer will return to the normal payment schedule after the end of the deferral period, with the extension of the maturity date equivalent to the deferral period, which is generally not to exceed an additional 180 days. Under the COVID-19 payment flexibility programs, customers that were 30 days past due or less as of March 1, 2020 or the date the customer requested the deferral are considered current. Customers more than 30 days past due as of March 1, 2020 or the date the customer requested the deferral are considered delinquent. The COVID-19-specific payment flexibility programs were no longer offered effective July 1, 2021, eliminating any new payment deferrals up to 180 days. The Company, along with the bank originators it supports, continues to offer other payment flexibility programs if certain qualifications are met. As of June 30, 2022, 2.8% of customers that had loan balances outstanding have been provided relief through a payment deferral program for a total of $15 million in loans with deferred payments.

Installment loans, lines of credit and credit cards not impacted by COVID are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. All impaired loans that were not accounted for as a TDR as of June 30, 2022 and December 31, 2021 have been charged off.

Loans Receivable at Fair Value

On January 1, 2022, the Company elected the fair value option for the loans receivable portfolio under the transition relief provided under ASU 2019-05 in connection with its adoption of ASU 2016-13.


	June 30, 2022
(Dollars in thousands)	Rise		Elastic		Today		Total
Current loans	$	258,947	$	189,264	$	42,570	$	490,781
Past due loans	37,387		14,370		10,795		62,552
Total loans receivable	296,334		203,634		53,365		553,333
Net unamortized loan premium	374		1,805		—		2,179

Loans receivable, at book	$	296,708	$	205,439	$	53,365	$	555,512

Additionally, total loans receivable includes approximately $23.1 million of accrued interest and fees receivable at June 30, 2022.


	June 30, 2022
(Dollars in thousands)	Total
Loans receivable - principal - accrual	$	524,410
Loans receivable - principal - non-accrual	8,023
Total Loans receivable - principal	532,433

Loans receivable - principal, at fair value - accrual	578,038
Loans receivable - principal, at fair value - non-accrual	7,833
Loans receivable - principal, at fair value (excluding accrued interest and fees)	$	585,871
Accrued interest and fees receivable	23,079
Loans receivable at fair value	$	608,950
Difference between Loans receivable - principal and Loans receivable - principal, at fair value	$	53,438


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

The changes in the fair value of Loans receivable at fair value during the three and six months ended June 30, 2022 are as follows:



(Dollars in thousands)	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Balance beginning of period	$	584,154	$	639,545
Originations, including premium paid	246,682		453,379
Interest and fees, including premium amortization	117,661		240,202
Repayments	(278,091)		(578,561)
Charge-offs, net(1)	(65,050)		(141,869)
Net change in fair value(1)	3,594		(3,746)
Balance end of period	$	608,950	$	608,950

1) Included in Change in fair value of loans receivable in the Condensed Consolidated Statements of Operations

Loans Receivable at Amortized Cost

Prior to January 1, 2022, the Company carried all loans receivable at amortized cost, including accrued interest, loan premium and allowance for loan losses.


	December 31, 2021
(Dollars in thousands)	Rise		Elastic		Today		Total
Current loans	$	282,276	$	190,946	$	40,994	$	514,216
Past due loans	41,607		14,860		9,224		65,691
Total loans receivable	323,883		205,806		50,218		579,907
Net unamortized loan premium	407		2,047		—		2,454
Less: Allowance for loan losses	(48,219)		(16,698)		(6,287)		(71,204)
Loans receivable, net	$	276,071	$	191,155	$	43,931	$	511,157

Additionally, total loans receivable includes approximately $23.6 million of accrued interest and fees receivable at December 31, 2021.

Total loans receivable includes approximately $12.3 million of loans in a non-accrual status at December 31, 2021.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

The changes in the allowance for loan losses during the three and six months ended June 30, 2021 were as follows:


	Three Months Ended June 30, 2021
(Dollars in thousands)	Rise		Elastic		Today		Total
Balance beginning of period	$	26,592	$	10,749	$	1,818	$	39,159
Provision for loan losses	20,856		5,454		915		27,225
Charge-offs	(21,502)		(6,530)		(910)		(28,942)
Recoveries of prior charge-offs	2,153		699		27		2,879
Total	28,099		10,372		1,850		40,321
Accrual for CSO lender owned loans	(7)		—		—		(7)
Balance end of period	$	28,092	$	10,372	$	1,850	$	40,314

	Six Months Ended June 30, 2021
(Dollars in thousands)	Rise		Elastic		Today		Total
Balance beginning of period	$	33,968	$	13,201	$	1,910	$	49,079
Provision for loan losses	36,154		10,545		1,496		48,195
Charge-offs	(46,275)		(14,913)		(1,619)		(62,807)
Recoveries of prior charge-offs	4,252		1,539		63		5,854
Total	28,099		10,372		1,850		40,321
Accrual for CSO lender owned loans	(7)		—		—		(7)
Balance end of period	$	28,092	$	10,372	$	1,850	$	40,314

As of June 30, 2021, the CSO owned portfolio has been liquidated and no guarantee obligation associated with this portfolio exists.

Troubled Debt Restructurings

In certain circumstances, the Company modifies the terms of its finance receivables for borrowers experiencing financial difficulties. Modifications may include principal and/or interest forgiveness. A modification of finance receivable terms is considered a TDR if the Company grants a concession to a borrower for economic or legal reasons related to the borrower’s financial difficulties that would not otherwise have been considered. Management considers TDRs to include all installment and line of credit loans that were granted principal and interest forgiveness as a part of a loss mitigation strategy for Rise and Elastic, unless excluded by policy. Once a loan has been classified as a TDR, it is assessed for impairment based on the present value of expected future cash flows discounted at the loan's original effective interest rate considering all available evidence. As of June 30, 2022 and 2021, the Company's TDRs are immaterial to the loans receivable portfolio.

NOTE 4—VARIABLE INTEREST ENTITIES

The Company is involved with four entities that are deemed to be a VIE: Elastic SPV, Ltd., EF SPV, Ltd., EC SPV, Ltd. and one Credit Services Organization ("CSO") lender. The CSO portfolio wind-down was completed in the third quarter of 2021 and the Company has no further involvement in this VIE as of September 30, 2021. Under ASC 810-10-15, Variable Interest Entities, a VIE is an entity that: (1) has an insufficient amount of equity investment at risk to permit the entity to finance its activities without additional subordinated financial support by other parties; (2) the equity investors are unable to make significant decisions about the entity’s activities through voting rights or similar rights; or (3) the equity investors do not have the obligation to absorb expected losses or the right to receive residual returns of the entity. The Company is required to consolidate a VIE if it is determined to be the primary beneficiary, that is, the enterprise has both (1) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE. The Company evaluates its relationships with VIEs to determine whether it is the primary beneficiary of a VIE at the time it becomes involved with the entity and it re-evaluates that conclusion each reporting period.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

Each of the below VIE entities were formed by third-party investors for the purpose of purchasing loan participations from third-party bank lenders, and as such, a separate SPV was formed for each program associated with each third-party bank lender. Each SPV obtains debt financing from specific investment funds, which vary by each program and which allows the SPV to purchase the loan participations from each third-party bank lender and has a different interest rate of return for the investment funds. The separation of the SPVs by program provides more flexibility to the third-party bank lender and third-party investors as each program can be negotiated and tailored to the objectives of each party. The Company earns the residual profits from the SPVs which are paid out in the form of Credit Default Premiums.

Elastic SPV, Ltd.

On July 1, 2015, the Company entered into several agreements with a third-party lender and Elastic SPV, Ltd. (“ESPV”), an entity formed by third-party investors for the purpose of purchasing loan participations from the third-party lender. Per the terms of the agreements, the Company provides customer acquisition services to generate loan applications submitted to the third-party lender. In addition, the Company licenses loan underwriting software and provides services to the third-party lender to evaluate the credit quality of those loan applications in accordance with the third-party lender’s credit policies. ESPV accounts for the loan participations acquired in accordance with ASC 860-10-40, Transfers and Services, Derecognition, as the lines of credit acquired meet the criteria of a participation interest.

Once the third-party lender originates the loan, ESPV has the right, but not the obligation, to purchase a 90% interest in each Elastic line of credit. Victory Park Management, LLC (“VPC”) entered into an agreement (the "ESPV Facility") under which it loans ESPV all funds necessary up to a maximum borrowing amount to purchase such participation interests in exchange for a fixed return (see Note 5—Notes Payable—ESPV Facility). The Company entered into a separate credit default protection agreement with ESPV whereby the Company agreed to provide credit protection to the investors in ESPV against Elastic loan losses in return for a credit premium. The Company does not hold a direct ownership interest in ESPV, however, as a result of the credit default protection agreement, ESPV was determined to be a VIE and the Company qualifies as the primary beneficiary.

EF SPV, Ltd.

On October 15, 2018, the Company entered into several agreements with a third-party lender and EF SPV, Ltd. (“EF SPV”), an entity formed by third-party investors for the purpose of purchasing loan participations from the third-party lender. Per the terms of the agreements, the Company provides customer acquisition services to generate loan applications submitted to the third-party lender. In addition, the Company licenses loan underwriting software and provides services to the third-party lender to evaluate the credit quality of those loan applications in accordance with the third-party lender’s credit policies. EF SPV accounts for the loan participations acquired in accordance with ASC 860-10-40, Transfers and Services, Derecognition, as the installment loans acquired meet the criteria of a participation interest.

Once the third-party lender originates the loan, EF SPV has the right, but not the obligation, to purchase a 96% interest in each Rise bank originated installment loan. VPC lends EF SPV all funds necessary up to a maximum borrowing amount to purchase such participation interests in exchange for a fixed return (see Note 5—Notes Payable—EF SPV Facility). The Company entered into a separate credit default protection agreement with EF SPV whereby the Company agreed to provide credit protection to the investors in EF SPV against Rise bank originated loan losses in return for a credit premium. The Company does not hold a direct ownership interest in EF SPV, however, as a result of the credit default protection agreement, EF SPV was determined to be a VIE and the Company qualifies as the primary beneficiary.

EC SPV, Ltd.

In July 2020, the Company entered into several agreements with a third-party lender and EC SPV, Ltd. (“EC SPV”), an entity formed by third-party investors for the purpose of purchasing loan participations from the third-party lender. Per the terms of the agreements, the Company provides customer acquisition services to generate loan applications submitted to the third-party lender. In addition, the Company licenses loan underwriting software and provides services to the third-party lender to evaluate the credit quality of those loan applications in accordance with the third-party lender’s credit policies. EC SPV accounts for the loan participations acquired in accordance with ASC 860-10-40, Transfers and Services, Derecognition, as the installment loans acquired meet the criteria of a participation interest.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

Once the third-party lender originates the loan, EC SPV has the right to purchase an interest in each Rise bank originated installment loan. The third-party lender retains 5% of the balances of all the loans originated and sells the remaining 95% participation to EC SPV. VPC will lend EC SPV all funds necessary up to a maximum borrowing amount to purchase such participation interests in exchange for a fixed return (see Note 5—Notes Payable—EC SPV Facility). The Company entered into a separate credit default protection agreement with EC SPV whereby the Company agreed to provide credit protection to the investors in EC SPV against Rise bank originated loan losses in return for a credit premium. The Company does not hold a direct ownership interest in EC SPV, however, as a result of the credit default protection agreement, EC SPV was determined to be a VIE and the Company qualifies as the primary beneficiary.

Summarized Financial Information

As the VIEs that are consolidated have similar economic characteristics, products and services, distribution methods, and regulatory environments, the Company has elected to aggregate their information. The following table summarizes the aggregated assets and liabilities of the VIEs that are included within the Company’s Condensed Consolidated Balance Sheets June 30, 2022 and December 31, 2021:


(Dollars in thousands)	June 30, 2022		December 31, 2021
ASSETS
Cash and cash equivalents	$	45,199	$	53,195
Restricted cash	1,000		1,000
Loans receivable at fair value	456,318		—
Loans receivable, net of allowance for loan losses of $53,100	—		366,932
Prepaid expenses and other assets	10		16
Receivable from payment processors ($617 and $562 respectively, eliminates upon consolidation)	6,519		13,076
Total assets	$	509,046	$	434,219
LIABILITIES
Accounts payable and accrued liabilities ($55,733 and $8,681 respectively, eliminates upon consolidation)	$	66,740	$	17,643
Deferred revenue	3,159		4,346
Reserve deposit liability ($67,200 and $28,100, respectively, eliminates upon consolidation)	67,200		28,100
Notes payable, net	371,947		384,130
Total liabilities	$	509,046	$	434,219


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

The following tables provides a summary of the aggregated operating results of the VIEs that are included within the Company’s Condensed Consolidated Statements of Operations at June 30, 2022 and 2021:


	Three Months Ended June 30,
(Dollars in thousands)	2022		2021
Revenues	$	93,540	$	63,091
Change in fair value of loans receivable	(44,186)		—
Loan loss provision	—		(19,810)
Other cost of sales ($36,018 and $33,738, respectively, eliminates upon consolidation(1))	(39,562)		(35,312)
Gross profit	9,792		7,969
Interest expense	(8,580)		(6,714)
Net income	$	—	$	—

	Six Months Ended June 30,
(Dollars in thousands)	2022		2021
Revenues	$	191,676	$	126,396
Change in fair value of loans receivable	(108,035)		—
Loan loss provision	—		(33,975)
Other cost of sales ($58,148 and $74,192, respectively, eliminates upon consolidation(1))	(63,725)		(76,902)
Gross profit	19,916		15,519
Interest expense	(17,568)		(13,211)
Net income	$	—	$	—

(1)Includes the Credit Default Premium and other fee amounts eliminated in consolidation.

CSO Lender

The one CSO lender was considered a VIE of the Company; however, the Company did not have any ownership interest in the CSO lender, did not exercise control over it, and was not the primary beneficiary, and therefore, did not consolidate the CSO lender's results with its results. There were no new loan originations in 2021 under the CSO program and the wind-down of this portfolio was completed in the third quarter of 2021.

NOTE 5—NOTES PAYABLE, NET

The Company has four debt facilities with VPC, the Rise SPV, LLC credit facility (the "VPC Facility"), the ESPV Facility, the EF SPV Facility, and the EC SPV Facility. In October 2021, the Company entered into a new debt facility with Park Cities Asset Management, LLC ("PCAM"). In January 2022, the Company entered into a subordinated credit agreement with Pine Hill Finance, LLC ("Pine Hill Term Note"). The facilities had the following terms as of June 30, 2022.

VPC Facility

The VPC facility has a maximum borrowing amount of $200 million (amended as of July 31, 2020) used to fund the Rise loan portfolio (“US Term Note”). Upon the February 1, 2019 amendment date, the interest rate on the debt outstanding as of the amendment date was fixed through the January 1, 2024 maturity date at 10.23% (base rate of 2.73% plus 7.5%, which was reduced to 7.25% and 7.00% on January 1, 2020 and 2021, respectively, as part of the amendment). At December 31, 2021, the weighted average base rate on the outstanding balance was 2.40% and the overall interest rate was 9.40%. At June 30, 2022, the weighted average base rate on the outstanding balance was 2.40% and the overall interest rate was 9.40%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%) plus 7.0% at the borrowing date. The VPC facility has a revolving feature providing the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

The US Term Note matures on January 1, 2024. There are no principal payments due or scheduled until the maturity date. All assets of the Company, excluding the assets of the Company that are pledged to collateralize the PCAM debt facility (the "TSPV facility), are pledged as collateral to secure the VPC Facility. The VPC Facility contains certain covenants for the Company such as minimum cash requirements and a minimum book value of equity requirement. There are also certain covenants for the product portfolio underlying the facility including, among other things, excess spread requirements, maximum roll rate and charge-off rate levels and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the VPC Facility as of June 30, 2022 and December 31, 2021.

ESPV Facility

The ESPV Facility has a maximum borrowing amount of $350 million used to purchase loan participations from a third-party lender. Upon the February 1, 2019 amendment date, the interest rate on the debt outstanding as of the amendment date was fixed at 15.48% (base rate of 2.73% plus 12.75%). Effective July 1, 2019, the interest rate on the debt outstanding as of the amendment date was set at 10.23% (base rate of 2.73% plus 7.5%, which was reduced to 7.25% and 7.00% on January 1, 2020 and 2021, respectively, as part of the amendment). At December 31, 2021 the weighted average base rate on the outstanding balance was 2.43% and the overall interest rate was 9.43%. At June 30, 2022, the weighted average base rate on the outstanding balance was 2.43% and the overall interest rate was 9.43%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%) plus 7.0% at the borrowing date. The ESPV Term Note has a revolving feature providing the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity.

The ESPV Term Note matures on January 1, 2024. There are no principal payments due or scheduled until the maturity date. All assets of the Company and ESPV, excluding the assets of the Company that are pledged to collateralize the TSPV facility, are pledged as collateral to secure the ESPV Facility. The ESPV Facility contains certain covenants for the Company such as minimum cash requirements and a minimum book value of equity requirement. There are also certain covenants for the product portfolio underlying the facility including, among other things, excess spread requirements, maximum roll rate and charge-off rate levels, and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the ESPV Facility as of June 30, 2022 and December 31, 2021.

EF SPV Facility

The EF SPV Facility has a maximum borrowing amount of $250 million (amended as of July 31, 2020) used to purchase loan participations from a third-party lender. Upon the February 1, 2019 amendment date the interest rate on the debt outstanding as of the amendment date was fixed through the January 1, 2024 maturity date at 10.23% (base rate of 2.73% plus 7.5%, which was reduced to 7.25% and 7.00% on January 1, 2020 and 2021, respectively, as part of the amendment). The weighted average base rate on the outstanding balance at December 31, 2021 was 1.84% and the overall interest rate was 8.84%. The weighted average base rate on the outstanding balance at June 30, 2022 was 1.83% and the overall interest rate was 8.83%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%) plus 7.0% at the borrowing date. The EF SPV Term Note has a revolving feature providing the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity.

The EF SPV Term Note matures on January 1, 2024. There are no principal payments due or scheduled until the maturity date. All assets of the Company and EF SPV, excluding the assets of the Company that are pledged to collateralize the TSPV facility, are pledged as collateral to secure the EF SPV Facility. The EF SPV Facility contains certain covenants for the Company such as minimum cash requirements and a minimum book value of equity requirement. There are also certain covenants for the product portfolio underlying the facility including, among other things, excess spread requirements, maximum roll rate and charge-off rate levels, and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the EF SPV Facility as of June 30, 2022 and December 31, 2021.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

EC SPV Facility

The EC SPV Facility has a maximum borrowing amount of $100 million used to purchase loan participations from a third-party lender. The weighted average base rate on the outstanding balance at December 31, 2021 was 2.09% and the overall interest rate was 9.09%. The weighted average base rate on the outstanding balance at June 30, 2022 was 2.22% and the overall interest rate was 9.22%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%) plus 7.0% at the borrowing date. The EC SPV Term Note has a revolving feature providing the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity.

The EC SPV Term Note matures on January 1, 2024. There are no principal payments due or scheduled until the maturity date. All assets of the Company and EC SPV, excluding the assets of the Company that are pledged to collateralize the TSPV facility, are pledged as collateral to secure the EC SPV Facility. The EC SPV Facility contains certain covenants for the Company such as minimum cash requirements and a minimum book value of equity requirement. There are also certain covenants for the product portfolio underlying the facility including, among other things, excess spread requirements, maximum roll rate and charge-off rate levels, and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the EC SPV Facility as of June 30, 2022 and December 31, 2021.

TSPV Facility

On October 12, 2021, a new debt facility agreement, the TSPV Facility, was entered into among Today SPV, LLC ("TSPV"), Today Card, LLC ("TC LLC"), both wholly-owned subsidiaries of the Company, and PCAM. The TSPV Facility has a maximum commitment amount of $50 million, which may be increased up to $100 million used to purchase participations in credit card receivable balances from a third-party lender. The base rate on the outstanding balance at December 31, 2021 was 3.25% and the overall rate was 6.85%. The base rate on the outstanding balance at June 30, 2022 was 4.00% and the overall interest rate was 7.60%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the Wall Street Journal Prime Rate with a 3.25% floor) plus 3.60% at the borrowing date.

The TSPV Term Note matures on October 12, 2025. There are no principal payments due or scheduled until the respective maturity dates. All assets of TC LLC and its subsidiaries are pledged as collateral to secure the TSPV Facility. The TSPV Facility includes certain financial covenants for the product portfolio underlying the facility, including risk adjusted yield requirements, minimum cash level requirements, maximum default rate and charge-off rate levels, and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the TSPV Facility as of June 30, 2022 and December 31, 2021.

Pine Hill Term Note

In January 2022, the Company entered into a subordinated credit agreement with Pine Hill Finance, LLC ("Pine Hill") for a $20 million Term Note to supplement our working capital at a base rate (defined as the daily Secured Overnight Financing Rate ("SOFR") rate with a floor of 1%) plus 13.25% per annum. At June 30, 2022, the base rate on the outstanding balance was 1.51% and the overall rate was 14.76%.

The Term Note matures on March 1, 2024. There are no principal payments due or scheduled until the respective maturity date. The Pine Hill Facility contains certain covenants for the Company, which are consistent with the covenants within the VPC Facility, such as minimum cash requirements and minimum book value of equity requirement. The Company was in compliance with all covenants related to the Pine Hill Facility at June 30, 2022.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

Debt Facilities:

The outstanding balances of Notes payable, net of debt issuance costs, are as follows:


(Dollars in thousands)	June 30, 2022		December 31, 2021
US Term Note bearing interest at the base rate + 7.0%	$	84,600	$	84,600
ESPV Term Note bearing interest at the base rate + 7.0%	192,100		192,100
EF SPV Term Note bearing interest at the base rate + 7.0%	130,300		137,800
EC SPV Term Note bearing interest at the base rate + 7.0%	50,500		55,500
TSPV Term Note bearing interest at the base rate + 3.60%	40,000		37,000
Pine Hill Term Note bearing interest at the base rate + 13.25%	20,000		—
Debt issuance costs	(1,524)		(1,723)
Total	$	515,976	$	505,277

The change in the facility balances includes the following:

•EF SPV Term note - Paydown of $15 million in the first quarter of 2022 and a draw of $7.5 million in the second quarter of 2022;

•EC SPV Term Note - Paydown of $10 million in the first quarter of 2022 and a draw of $5 million in the second quarter of 2022;

•TSPV Term Note - Draw of $3 million in the first quarter of 2022; and

•Pine Hill Term Note - Funding of $20 million in the first quarter of 2022.

The Company has evaluated the interest rates for its debt and believes they represent market rates based on the Company’s size, industry, operations and recent amendments. As a result, the carrying value for the debt approximates the fair value.

Future debt maturities as of June 30, 2022 are as follows:


Year (dollars in thousands)	June 30, 2022
Remainder of 2022	$	—
2023	—
2024	477,500
2025	40,000
2026	—
Thereafter	—
Total	$	517,500

NOTE 6—GOODWILL AND INTANGIBLE ASSETS

The Company’s goodwill represents the excess purchase price over the estimated fair market value of the net assets acquired by the predecessor parent company, Think Finance, Inc. (“Think Finance”) related to the Elastic reporting unit. The Company performs an impairment review of goodwill and intangible assets with an indefinite life annually at October 1. The annual test was completed as of October 1, 2021 and the Company determined that there was no evidence of impairment of goodwill or indefinite life intangible assets. No events or circumstances occurred between October 2, 2021 and June 30, 2022 that would more likely than not reduce the fair value of the Elastic reporting unit below the carrying amount. The Company has $6.8 million of goodwill (all related to the Elastic reporting unit) on the Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021, respectively. Of the total goodwill balance, approximately $229 thousand is deductible for tax purposes.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

The Company's impairment evaluation of goodwill is based on comparing the fair value of the respective reporting unit to its carrying value. The fair value of the reporting unit is determined based on a weighted average of the income and market approaches. The income approach establishes fair value based on estimated future cash flows of the reporting unit, discounted by an estimated weighted-average cost of capital developed using the capital asset pricing model, which reflects the overall level of inherent risk of the reporting unit. The income approach uses the Company's projections of financial performance for a six-to-nine-year period and includes assumptions about future revenue growth rates, operating margins and terminal values. The market approach establishes fair value by applying cash flow multiples to the reporting unit's operating performance. The multiples are derived from other publicly traded companies that are similar but not identical from an operational and economic standpoint. The Company’s estimates are based upon assumptions believed to be reasonable. However, given the inherent uncertainty in determining the assumptions underlying a discounted cash flow analysis, particularly in the current volatile market, actual results may differ from those used in these valuations which could result in additional impairment charges in the future.

The carrying value of acquired intangible assets as of June 30, 2022 is presented in the table below:


(Dollars in thousands)	Cost		Accumulated Amortization		Net
Assets subject to amortization:
Acquired technology	$	211	$	(211)	$	—
Non-compete	2,461		(2,461)		—
Customers	126		(126)		—
Assets not subject to amortization:
Domain names	231		—		231
Total	$	3,029	$	(2,798)	$	231

The carrying value of acquired intangible assets as of December 31, 2021 is presented in the table below:


(Dollars in thousands)	Cost		Accumulated Amortization		Net
Assets subject to amortization:
Acquired technology	$	211	$	(211)	$	—
Non-compete	2,461		(2,461)		—
Customers	126		(126)		—
Assets not subject to amortization:
Domain names	231		—		231
Total	$	3,029	$	(2,798)	$	231

With a board member's decision to not run for reelection to the Company's Board of Directors in March 2021, the remaining non-compete agreements expired and the Company accelerated the amortization of the assets to coincide with his announcement. Beginning in March 31, 2021, there were no intangible assets subject to amortization with any remaining life. Total amortization expense recognized for the six months ended June 30, 2021 was approximately $602 thousand.

Additionally, in January 2021, the Company sold a domain name that was held for a gain of $949 thousand, included in Non-operating income in the Condensed Consolidated Statements of Operations.

NOTE 7—LEASES

The Company has non-cancelable operating leases for facility space and equipment with varying terms. All of the leases for facility space qualified for capitalization under FASB ASC 842, Leases. These leases have remaining lease terms of approximately two to eight years, and some may include options to extend the leases for up to ten years. The extension terms are not recognized as part of the right-of-use assets. The Company has elected not to capitalize leases with terms equal to, or less than, one year. As of June 30, 2022 and December 31, 2021, net assets recorded under operating leases totaled $11.2 million and $5.7 million, respectively, and net lease liabilities totaled $16.7 million and $9.2 million, respectively.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

The Company analyzes contracts above certain thresholds to identify leases and lease components. Lease and non-lease components are not separated for facility space leases. The Company uses its contractual borrowing rate to determine lease discount rates when an implicit rate is not available.

The Company entered into one sublease contract with an independent third-party for facility space related to a right-of-use asset in January 2021. The Company's obligation under the original lease was not relieved. As the sublease income is immaterial, payments received are recognized as an offset to Occupancy and equipment in the Condensed Consolidated Statements of Operations. The signing of the sublease triggered an impairment evaluation and the Company determined the related right-of-use asset was impaired. An impairment loss of $549 thousand was recognized in Non-operating income in the Condensed Consolidated Statements of Operations.

Effective May 2022, the Company amended its corporate headquarters lease in Fort Worth, Texas to extend the term through November 2030 and reduce the total leased space to approximately 73,984 square feet. As a result, on the date of the modification, the Company recognized an increase of $7.0 million to right-of-use assets and $9.6 million to lease liabilities, respectively, inclusive of the effect of an incentive of $2.6 million which is recognized in Property and equipment, net in the Condensed Consolidated Balance Sheets. Additionally, the space reduction resulted in a $80.8 thousand gain recognized in Non-operating income in the Condensed Consolidated Statements of Operations with reductions of $600.6 thousand and $681.3 thousand to right-of-use assets and lease liabilities, respectively.

Total gross lease cost for the three and six months ended June 30, 2022 and 2021, included in Occupancy and equipment in the Condensed Consolidated Statements of Operations, is detailed in the table below:


	Three Months Ended June 30,
Lease cost (dollars in thousands)	2022		2021
Operating lease cost	$	680	$	768
Short-term lease cost	—		—

Total lease cost	$	680	$	768

	Six Months Ended June 30,
Lease cost (dollars in thousands)	2022		2021
Operating lease cost	$	1,443	$	1,535
Short-term lease cost	—		—

Total lease cost	$	1,443	$	1,535

Further information related to leases is as follows:


	Three Months Ended June 30,
Supplemental cash flows information (dollars in thousands)	2022			2021
Cash paid for amounts included in the measurement of lease liabilities	$	902		$	960
Right-of-use assets obtained in exchange for lease obligations(1)	$	6,994		$	—
Weighted average remaining lease term	7.3 years			3.1 years
Weighted average discount rate	8.49		%	10.23		%

	Six Months Ended June 30,
Supplemental cash flows information (dollars in thousands)	2022			2021
Cash paid for amounts included in the measurement of lease liabilities	$	1,887		$	1,918
Right-of-use assets obtained in exchange for lease obligations(1)	$	6,994		$	—
Weighted average remaining lease term	7.3 years			3.1 years
Weighted average discount rate	8.49		%	10.23		%

(1)Related to Fort Worth corporate headquarters lease modification..


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

Future minimum lease payments as of June 30, 2022 are as follows:


Year (dollars in thousands)	Operating Leases
2022	$	1,754
2023	3,415
2024	3,204
2025	3,218
2026	2,639
Thereafter	8,191
Total future minimum lease payments	$	22,420
Less: Imputed interest	(5,689)
Operating lease liabilities	$	16,731

NOTE 8—SHARE-BASED COMPENSATION

Share-based compensation expense recognized for the three months ended June 30, 2022 and 2021 totaled approximately $2.3 million and $1.8 million, respectively, and $3.9 million and $3.4 million for the six months ended June 30, 2022 and 2021.

2016 Omnibus Incentive Plan

The 2016 Omnibus Incentive Plan ("2016 Plan") was adopted by the Company’s Board of Directors on January 5, 2016 and approved by the Company’s stockholders thereafter. The 2016 Plan became effective on June 23, 2016. The 2016 Plan provides for the grant of incentive stock options to the Company’s employees, and for the grant of non-qualified stock options, stock appreciation rights, restricted stock, RSUs, dividend equivalent rights, cash-based awards (including annual cash incentives and long-term cash incentives), and any combination thereof to the Company’s employees, directors and consultants. In connection with the 2016 Plan, the Company has reserved but not issued 8,307,458 shares of common stock, which includes shares that would otherwise return to the 2014 Equity Incentive Plan (the "2014 Plan") as a result of forfeiture, termination, or expiration of awards previously granted under the 2014 Plan and outstanding when the 2016 Plan became effective.

The 2016 Plan will automatically terminate 10 years following the date it became effective, unless the Company terminates it sooner. In addition, the Company’s Board of Directors has the authority to amend, suspend or terminate the 2016 Plan provided such action does not impair the rights under any outstanding award.

As of June 30, 2022, the total number of shares available for future grants under the 2016 Plan was 2,639,548 shares.

The Company has in the past and may in the future make grants of share-based compensation as inducement awards to new employees who are outside the 2016 Plan. The Company's board may rely on the employment inducement exception under NYSE Rule 303A.08 in order to approve the grants.

2014 Equity Incentive Plan

The Company adopted the 2014 Plan on May 1, 2014. The 2014 Plan permitted the grant of incentive stock options, non-statutory stock options, and restricted stock. On April 27, 2017, the Company's Board of Directors terminated the 2014 Plan as to future awards and confirmed that underlying shares corresponding to awards under the 2014 Plan that were outstanding at the time the 2016 Plan became effective, that are forfeited, terminated or expired, will become available for issuance under the 2016 Plan.

For the six months ended June 30, 2022, the Company had the following activity related to outstanding share-based awards:

Stock Options

Stock options are awarded to encourage ownership of the Company's common stock by employees and to provide increased incentive for employees to render services and to exert maximum effort for the success of the Company. The Company's stock options generally permit net-share settlement upon exercise. The option exercise price, vesting schedule and exercise period are determined for each grant by the administrator of the applicable plan. The Company's stock options generally have a 10-year contractual term and vest over a 4-year period.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

A summary of stock option activity as of and for the six months ended June 30, 2022 is presented below:


Stock Options	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Outstanding at December 31, 2021	796,685	$	6.19
Granted	—	—
Exercised	—	—
Expired	—	—
Forfeited	(68,750)	5.84
Outstanding at June 30, 2022	727,935	6.22		2.72
Options exercisable at June 30, 2022	727,935	$	6.22	2.72

At June 30, 2022, there were no unrecognized compensation costs related to unvested stock options to be recognized. The total intrinsic value of options exercised for the six months ended June 30, 2022 was zero.

Restricted Stock Units

RSUs are awarded to serve as a key retention tool for the Company to retain its executives and key employees. RSUs will transfer value to the holder even if the Company’s stock price falls below the price on the date of grant, provided that the recipient provides the requisite service during the period required for the award to “vest.”

The weighted-average grant-date fair value for RSUs granted under the 2016 Plan during the six months ended June 30, 2022 was $2.88. These RSUs primarily vest 25% on the first anniversary of the effective date, and 25% each year thereafter, until full vesting on the fourth anniversary of the effective date.

A summary of RSU activity as of and for the six months ended June 30, 2022 is presented below:


RSUs	Shares	Weighted Average Grant-Date Fair Value
Unvested at December 31, 2021	3,691,983	$	3.97
Granted	2,473,776	2.88
Vested(1)	(1,044,435)	4.31
Forfeited	(181,352)	3.71
Unvested at June 30, 2022	4,939,972	3.36
Expected to vest at June 30, 2022	3,660,559	$	3.37

(1)Certain RSUs were net share-settled to cover the required withholding tax and the remaining amounts were converted into an equivalent number of shares of the Company's common stock. The Company withheld 266,751 shares for applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities for the six months ended June 30, 2022.

At June 30, 2022, there was approximately $9.4 million of unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted average period of 2.4 years. During the six months ended June 30, 2022, the total intrinsic value of RSUs that vested during the period was approximately $3.2 million. As of June 30, 2022, the aggregate intrinsic value of the vested and expected to vest RSUs was approximately $8.5 million.

Employee Stock Purchase Plan

The Company offers an Employee Stock Purchase Plan ("ESPP") to eligible US employees. There are currently 2,514,365 shares authorized and 909,891 reserved for the ESPP. There were 190,945 shares purchased under the ESPP for the six months ended June 30, 2022. Within share-based compensation expense for the six months ended June 30, 2022 and 2021, $239 thousand and $342 thousand, respectively, relates to the ESPP. For the three months ended June 30, 2022 and 2021, $120 thousand and $171 thousand, respectively, relates to the ESPP within share-based compensation expense.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

NOTE 9—FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The accounting guidance on fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

The Company groups its assets and liabilities measured at fair value in three levels of the fair value hierarchy, based on the fair value measurement technique, as described below:

Level 1—Valuation is based upon quoted prices (unadjusted) for identical assets and liabilities in active exchange markets that the Company has the ability to access at the measurement date.

Level 2—Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques with significant assumptions and inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

Level 3—Valuation is derived from model-based techniques that use inputs and significant assumptions that are supported by little or no observable market data. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of pricing models, discounted cash flow models and similar techniques.

The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company discloses the fair value measurement at the beginning of the reporting period during which the transfer occurred. For the six month periods ended June 30, 2022 and 2021, there were no significant transfers between levels.

The level of fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is most significant to the fair value measurement in its entirety. In the determination of the classification of assets and liabilities in Level 2 or Level 3 of the fair value hierarchy, the Company considers all available information, including observable market data, indications of market conditions, and its understanding of the valuation techniques and significant inputs used. Based upon the specific facts and circumstances, judgments are made regarding the significance of the Level 3 inputs to the fair value measurements of the respective assets and liabilities in their entirety. If the valuation techniques that are most significant to the fair value measurements are principally derived from assumptions and inputs that are corroborated by little or no observable market data, the asset or liability is classified as Level 3.

The following table contains the Company's financial assets and liabilities that are measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets as of June 30, 2022:


	June 30, 2022		Fair Value Measurement Using
(Dollars in thousands)			Level 1		Level 2		Level 3
Financial assets:
Loans receivable at fair value(1)	$	608,950	$	—	$	—	$	608,950
Total	$	608,950	$	—	$	—	$	608,950

(1)Loans receivable at fair value includes assets of consolidated VIEs. See Note 4 - Variable Interest Entities for more information.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

Effective January 1, 2022, the Company generally uses discounted cash flow analyses that factor estimated losses and prepayments over the estimated duration of the loans receivable portfolio. Using historical data and consideration of recent trends, the Company determines loss and prepayment assumptions. Future cash flows are discounted using a rate of return that the Company believes a market participant would require. The table below presents quantitative information about the key unobservable inputs used for the Company's loans receivable fair value measurements as of June 30, 2022.


	June 30, 2022
Credit loss rate	17	%
Prepayment rate	27	%
Discount rate	21	%

Financial Assets and Liabilities Not Measured at Fair Value

The following tables contain the Company's financial assets and liabilities that are not measured at fair value in the Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021:


	June 30, 2022		Fair Value Measurement Using
(Dollars in thousands)			Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	73,960	$	73,960	$	—	$	—
Restricted cash	5,036		5,036		—		—
Receivable from payment processors	7,935		—		—		7,935
Total	$	86,931	$	78,996	$	—	$	7,935

Financial liabilities:
Accounts payable and accrued liabilities	$	60,802	$	—	$	—	$	60,802
Notes payable, net	515,976		—		—		515,976
Total	$	576,778	$	—	$	—	$	576,778


	December 31, 2021		Fair Value Measurement Using
(Dollars in thousands)			Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	84,978	$	84,978	$	—	$	—
Restricted cash	5,874		5,874		—		—
Loans receivable, net of allowance for loan losses	511,157		—		—		639,545
Receivable from payment processors	15,870		—		—		15,870
Total	$	617,879	$	90,852	$	—	$	655,415

Financial liabilities:
Accounts payable and accrued liabilities	$	82,513	$	—	$	—	$	82,513
Notes payable, net	505,277		—		—		505,277
Total	$	587,790	$	—	$	—	$	587,790


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

The Company has evaluated Receivable from payment processors and Accounts payable and accrued liabilities, and believes the carrying value approximates the fair value due to the short-term nature of these balances. The Company has also evaluated the interest rates for Notes payable, net and believes they represent market rates based on the Company’s size, industry, operations and recent amendments. As a result, the carrying value for Notes payable, net approximates the fair value. Prior to the adoption of ASU 2016-13, loans receivable were carried net of the allowance for loan losses, which was primarily calculated utilizing historical loss rates by product, stratified by delinquency ranges. The Company enhanced its valuation methodology as of December 31, 2021 using the additional data and valuation assumptions made available by the January 2022 adoption of 2016-13.

The Company classifies its fair value measurement techniques for the fair value disclosures associated with Loans receivable, net of allowance for loan losses, Receivable from payment processors, Accounts payable and accrued liabilities and Notes payable, net as Level 3 in accordance with ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”).

NOTE 10—INCOME TAXES

Income tax expense for the three and six months ended June 30, 2022 and 2021 consists of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2022		2021		2022		2021
Current income tax expense (benefit):

State	$	78	$	(40)	125		46

Total current income tax expense (benefit)	78		(40)		125		46

Deferred income tax expense (benefit):
Federal	2,230		1,116		(3,682)		4,693
State	(2,882)		(848)		(1,246)		(1,067)



Total deferred income tax expense (benefit)	(652)		268		(4,928)		3,626

Total income tax expense (benefit)	$	(574)	$	228	$	(4,803)	$	3,672

No material penalties or interest related to taxes, other than as described below, were recognized for the three and six months ended June 30, 2022 and 2021.

The Company’s effective tax rates for the six months ended June 30, 2022 and 2021, including discrete items, were 19.0% and 27.5%, respectively. For both the six months ended June 30, 2022 and 2021, the Company’s effective tax rate differed from the standard corporate federal income tax rate of 21% due to permanent non-deductible items and corporate state tax obligations in the states where it has lending activities.

At June 30, 2022 and December 31, 2021, the gross liability for an uncertain tax position was $1.5 million, exclusive of interest and penalties. Of this amount, $1.2 million would affect the Company’s effective tax rate if realized. The Company recognizes interest income from favorable settlements and interest expense and penalties accrued on uncertain tax positions within income tax expense (benefit) in the Condensed Consolidated Statements of Operations. As of June 30, 2022, the Company had accrued $0.1 million for interest and penalties. The liability for the uncertain tax position results from a recent change in tax regulations in the state of Texas that impacted the Company’s previously recognized research and development state tax credits. The Company has no expectation that this liability on the books at June 30, 2022 will be settled in the next 12 months. The Company’s 2016-2020 tax years remain open to income tax audits in Texas at June 30, 2022.

The Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company would make a cumulative adjustment in that quarter.

For purposes of evaluating the need for a deferred tax valuation allowance, significant weight is given to evidence that can be objectively verified. The following provides an overview of the assessment that was performed for the deferred tax assets, net.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

Deferred tax assets, net

At June 30, 2022 and December 31, 2021, the Company did not establish a valuation allowance for its deferred tax assets (“DTA”) based on management’s expectation of generating sufficient taxable income in a look forward period over the next one to four years. The Federal net operating loss ("NOL") carryforward from operations at December 31, 2021 was approximately $84.1 million. Any research and development credits recognized as a deferred tax asset expire beginning in 2036. The ultimate realization of the resulting deferred tax asset is dependent upon generating sufficient taxable income prior to the expiration of this carryforward. The Company considered the following factors when making its assessment regarding the ultimate realizability of the deferred tax assets.

Significant factors included the following:

•The Company is in a three-year cumulative pre-tax income position in 2021 (exclusive of certain non-recurring items). Additionally, the Company has a history of utilizing its past NOL carryforwards.

•The Company is projecting future income sufficient to fully utilize the indefinite NOL carryforward. Also, due to the short-term nature of the loan portfolio and the other material items that comprise the deferred tax assets, net, the Company estimates that the majority of these deferred tax items will reverse within one to four years.

The Company has given due consideration to all the factors and has concluded that the deferred tax asset is expected to be realized based on management’s expectation of generating sufficient taxable income and the reversal of tax timing differences in a look-forward period over the next one to four years. Although realization is not assured, management believes it is more likely than not that all of the recorded deferred tax assets will be realized. The amount of the deferred tax assets considered realizable, however, could be adjusted in the future if estimates of future taxable income change. As a result, as of June 30, 2022 and December 31, 2021, the Company did not establish a valuation allowance for the DTA.

NOTE 11—COMMITMENTS, CONTINGENCIES AND GUARANTEES

Contingencies

Currently and from time to time, the Company may become a defendant in various legal and regulatory actions that arise in the ordinary course of business. The Company generally cannot predict the eventual outcome, the timing of the resolution or the potential losses, fines or penalties of such legal and regulatory actions. Actual outcomes or losses may differ materially from the Company's current assessments and estimates, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition or cash flows.

In accordance with applicable accounting guidance, the Company establishes an accrued liability for litigation, regulatory matters and other legal proceedings when those matters present material loss contingencies that are both probable and reasonably estimable. Even when an accrual is recorded, the Company may be exposed to loss in excess of any amounts accrued.

Except as described below, the Company believes that any sum it may be required to pay in connection with proceedings or claims in excess of the amounts recorded would likely not have a material adverse effect upon the Company's results of operations, financial conditions or cash flows on a consolidated annual basis but could have a material adverse impact in a particular quarterly reporting period.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

Other Matters:

In December 2019, the Think Finance, Inc. ("TFI") bankruptcy plan was confirmed, and any potential future claims from the TFI Creditors' Committee were assigned to the Think Finance Litigation Trust (“TFLT”). On August 14, 2020, the TFLT filed an adversary proceeding against Elevate Credit, Inc. in the United States Bankruptcy Court for the Northern District of Texas, alleging certain avoidance claims related to Elevate's spin-off from TFI on May 1, 2014 under the Bankruptcy Code and the Texas Uniform Fraudulent Transfer Act ("TUFTA"). Additionally, a class action lawsuit against Elevate was filed on August 14, 2020 in the Eastern District of Virginia alleging violations of usurious interest and aiding and abetting various racketeering activities related to the operations of TFI prior to and immediately after the 2014 spin-off. On October 26, 2020, Elevate filed a motion to dismiss which was denied. On February 4, 2022, the parties to this litigation reached a settlement agreement in which Elevate admitted no liability, agreed to a settlement payment of $33 million to resolve this litigation and committed to purchase 924,495 shares of Elevate stock owned by the TFLT at a set price upon execution of the settlement agreement. The Company accrued a contingent loss in the amount of $17.1 million for the settlement payment related to the TFLT and class actions disputes at December 31, 2021, in addition to the $17 million previously accrued at December 30, 2020. The settlement has been agreed to by all parties, and on April 16, 2022, the United States District Court for the Eastern District of Virginia issued an Order Granting Preliminary Approval of the Class Action Settlement. The stock purchase was completed on February 11, 2022. The first payment of $13.3 million was made on May 4, 2022 and the final payment will be made upon final approval, expected in the third quarter of 2022. This accrual, inclusive of related additional legal fees, was $20.7 million and $34.1 million, at June 30, 2022 and December 31, 2021, respectively, and is recognized as Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets.

On June 5, 2020, the District of Columbia (the "District") sued Elevate in the Superior Court of the District of Columbia alleging that Elevate may have violated the District's Consumer Protection Procedures Act and the District of Columbia's Municipal Regulations in connection with loans issued by banks in the District of Columbia. This action was removed to federal court, and on August 3, 2020, the District filed a motion to remand to Superior Court. On July 15, 2021, the District Court Judge remanded the case to Superior Court. On January 20, 2022, the Company entered into a Consent Judgment and Order (the "Consent Order") with the District resolving all matters in this action. The Company denies that it has violated any law or engaged in any deceptive or unfair practices as alleged and entered into the Consent Order to avoid the potential expense of further litigation. As part of the Consent Order, Elevate has agreed to not engage in certain business activities in the District of Columbia, provide refunds in 2022 to certain affected District of Columbia consumers, and pay $450 thousand to the District of Columbia in February 2022. The Company accrued a contingent loss in the amount of $4.0 million at December 31, 2021, which is recognized as Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets. At June 30, 2022, the Company has completed refunds to District of Columbia consumers in an amount approximating $3.4 million and has a remaining accrual of $0.1 million.

In addition, on January 27, 2020, Sopheary Sanh filed a class action complaint in the Western District Court in the state of Washington against Rise Credit Service of Texas, LLC d/b/a Rise, Opportunity Financial, LLC and Applied Data Finance, LLC d/b/a Personify Financial. The Plaintiff in the case claims that Rise and Personify Financial have violated Washington’s Consumer Protection Act by engaging in unfair or deceptive practices, and seeks class certification, injunctive relief to prevent solicitation of consumers to apply for loans, monetary damages and other appropriate relief, including an award of costs, pre- and post-judgment interest, and attorneys' fees. The lawsuit was removed to federal court. On January 12, 2021, the court granted Rise's motion to dismiss, as well as the other non-affiliated service providers. The Judge did, however, allow Plaintiff the opportunity to amend its complaint. On June 22, 2021, the Plaintiff filed its Amended Complaint alleging that Elevate or its subsidiary were not service providers to the originating bank, but rather the true lender. On July 20, 2021, Elevate filed its Motion to Dismiss the Amended Complaint. On September 20, 2021, Plaintiff filed its Response and Opposition to Defendant's Motion to Dismiss. On October 1, 2021, the Company filed a Reply in Support of its Motion to Dismiss the Amended Complaint, and is awaiting a ruling on the motion to dismiss. Elevate disagrees that it has violated the Washington Consumer Protection Act and it intends to vigorously defend its position. In the opinion of management, a material loss is remote at this stage as the Company's favorable ruling on its initial motion to dismiss had a similar fact pattern to the amended complaint.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

On March 3, 2020, Heather Crawford filed a lawsuit in the Superior Court of the state of California, county of Los Angeles, against Elevate Credit, Inc., Elevate Credit Service, LLC and Rise Credit of California, LLC alleging unconscionable interest rates on Rise loans and seeking damages and public injunctive relief. Elevate filed a motion to compel arbitration, and Ms. Crawford dismissed the lawsuit without prejudice to refile in arbitration. Ms. Crawford has not yet filed any arbitration demand. In addition, on April 6, 2020, Dahn Le made a demand for arbitration against Elevate Credit, Inc., Elevate Credit Service, LLC and Rise Credit of California, LLC similarly alleging unconscionable interest rates on Rise loans and seeking damages and public injunctive relief. On September 1, 2021, the Arbitrator ruled that Elevate was deemed to be the prevailing party as to all matters in the Danh Le arbitration and all of Claimant's claims were denied. On December 1, 2021, Mr. Le filed a Petition to Vacate the Arbitration Award in the Superior Court of the state of California. The Company filed its motion in Opposition to Petitioner's Motion to Vacate on January 25, 2022, and a hearing was held on February 22, 2022. On February 23, 2022, the Superior Court ruled in Elevate's favor by denying the Petition to Vacate the arbitration judgment. The Claimant has filed notice that they intend to appeal the denial of their Petition to Vacate, however, the Company expects to succeed in defending the appeal and does not expect to incur any reasonably possible loss at this time.

Commitments

The Elastic product, which offers lines of credit to consumers, had approximately $275.7 million and $277.1 million in available and unfunded credit lines at June 30, 2022 and December 31, 2021, respectively. The Today Card product had approximately $21.2 million and $20.0 million in available and unfunded credit lines as of June 30, 2022 and December 31, 2021, respectively. While these amounts represented the total available unused credit lines, the Company has not experienced and does not anticipate that all line of credit customers will access their entire available credit lines at any given point in time. The Company has not recorded a loan loss reserve for unfunded credit lines as the Company has the ability to cancel commitments within a relatively short timeframe.

Effective June 2017, the Company entered into a seven-year lease agreement for office space in California. Upon the commencement of the lease, the Company was required to provide the lessor with an irrevocable and unconditional $500 thousand letter of credit. Provided the Company is not in default of any terms of the lease agreement, the outstanding required balance of the letter of credit will be reduced by $100 thousand per year beginning on the second anniversary of the lease commencement and ending on the fifth anniversary of the lease agreement. The minimum balance of the letter of credit will be at least $100 thousand throughout the duration of the lease. At June 30, 2022 and December 31, 2021, the Company had $100 thousand and $200 thousand, respectively, of cash balances securing the letter of credit which is included in Restricted cash within the Condensed Consolidated Balance Sheets.

Guarantees

CSO Program:

In connection with its prior CSO programs, the Company guaranteed consumer loan payment obligations to CSO lenders and was required to purchase any defaulted loans it has guaranteed. The guarantee represented an obligation to purchase specific loans that go into default. As of June 30, 2022, the guarantee no longer exists as there are no remaining CSO program obligations.

Indemnifications and contingent loss accrual

In the ordinary course of business, the Company may indemnify customers, vendors, lessors, investors, and other parties for certain matters subject to various terms and scopes. For example, the Company may indemnify certain parties for losses due to the Company's breach of certain agreements or due to certain services it provides. As the Company has previously disclosed, the Company has also entered into separate indemnification agreements with the Company’s directors and executive officers, in addition to the indemnification provided for in the Company’s amended and restated bylaws. These agreements, among other things, provide that the Company will indemnify its directors and executive officers for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company’s or, where applicable, TFI’s directors or executive officers, or any of the Company’s subsidiaries or any other company or enterprise to which the person provides services at the Company’s request. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021

As of December 31, 2020, the Company had accrued approximately $4.4 million for a contingent loss related to a legal matter for a former executive of the company. This contingent loss was based on a probable settlement composed of both cash and certain amounts that were subject to valuation adjustments until the final settlement. The contingent loss was settled as of March 31, 2021 and no further accrual for this matter remains as of June 30, 2022. As of June 30, 2022 and December 31, 2021, the Company had accrued $1.0 million and $1.7 million, respectively, pursuant to a director indemnification agreement related to a legal matter. Both of these accruals were recognized within Non-operating income in the Condensed Consolidated Statements of Operations and as Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets. The table below presents a roll forward of the net amounts accrued and paid for the three and six months ended June 30, 2022 and 2021.


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2022		2021		2022		2021
Beginning balance	$	1,700	$	—	$	1,700	$	4,424
Accruals	—		(510)		—		(510)
Payments	(653)		510		(653)		(3,914)
Net contingent loss related to a legal matter	$	1,047	$	—	$	1,047	$	—

NOTE 12—RELATED PARTIES

Expenses related to the Company's board of directors, including board fees, travel reimbursements and share-based compensation for the three and six months ended June 30, 2022 and 2021 are included in Professional services within the Condensed Consolidated Statements of Operations and were as follows:


	Three Months Ended June 30,
(Dollars in thousands)	2022		2021
Fees and travel expenses	$	193	$	135
Stock compensation	239		107

Total board related expenses	$	432	$	242

	Six Months Ended June 30,
(Dollars in thousands)	2022		2021
Fees and travel expenses	$	349	$	257
Stock compensation	393		186
Total board related expenses	$	742	$	443

At June 30, 2022 and December 31, 2021, the Company had approximately $147 thousand and $143 thousand, respectively, due to board members related to the above expenses, which is included in Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets.

During the year ended December 31, 2017, a former member of the board of directors entered into a direct investment of $800 thousand in the Rise portion of the VPC Facility. Upon resignation in the first quarter of 2022, they were no longer considered a related party. For the six months ended June 30, 2022 and 2021, the interest payments on this loan were $19 thousand and $39 thousand, respectively, and $20 thousand for the three months ended June 30, 2021.

In the second quarter of 2021, the Company reached an agreement with a former member of the board of directors for advances of legal fees under the indemnification provisions of their director agreement. Based on this agreement, at June 30, 2022, the Company had a remaining accrual of $151.0 thousand, which is included in Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets. The table below presents a roll forward of the amounts accrued and paid for the three months ended June 30, 2022. There was $911 thousand accrued for this matter at June 30, 2021.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and six months ended June 30, 2022 and 2021


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2022		2021		2022		2021
Beginning balance	$	152	$	—	$	135	$	—
Accruals (included in Professional services in the Condensed Consolidated Statements of Operations)	8		911		98		911
Payments	(9)		—		(82)		—
Net accrual related to the advance of legal fees	$	151	$	911	$	151	$	911

In addition to the advances of legal fees, as of June 30, 2022 and December 31, 2021, the Company had accrued $1.0 million $1.7 million, respectively, pursuant to the director indemnification agreement related to a legal matter. This accrual is recognized as Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets.

During the fourth quarter of 2021, the Company made a $500 thousand advance applied toward its investment in the newly created Swell entity, which was recognized in Prepaid expenses and other assets on the Condensed Consolidated Balance Sheets. During the first quarter of 2022, the Company made an additional investment of $4 million, as well as intellectual property contributions valued at $1.3 million. The Company records its interest in Swell under the equity method of accounting. The Company's share of Swell's net loss for the three and six months ended June 30, 2022 is $368 thousand and $712 thousand, respectively, which is included in Equity method investment loss in the Condensed Consolidated Statements of Operations. As of June 30, 2022 and December 31, 2021, the carrying value of the Company's investment in Swell was $5.1 million and $0 million, respectively, within Investment in unconsolidated affiliate in the Condensed Consolidated Balance Sheets.

NOTE 13—SUBSEQUENT EVENTS

The Company evaluated subsequent events as of the date these financial statements were made available and determined there have been no material subsequent events that required recognition or additional disclosure in these condensed consolidated financial statements, except as follows:

On August 8, 2022, the ESPV, EF SPV and EC SPV, individually and collectively, entered into a credit agreement with Park Cities Asset Management, LLC for a $15.0 million Term Note which matures on March 31, 2024, at a base rate (defined as the greater of the Daily Simple Secured Overnight Financing Rate ("SOFR") or 1.5%) plus 13.25% per annum, with a maximum annual interest rate of 16.0%. A funding of $15.0 million on this agreement was made on August 8, 2022. See Part II, Item 5 included in this report for more information.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand our business, our results of operations and our financial condition. The MD&A is provided as a supplement to, and should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q.

Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Note About Forward-Looking Statements" section of this Quarterly Report on Form 10-Q for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. We generally refer to loans, customers and other information and data associated with each of our brands (Rise, Elastic and Today Card) as Elevate’s loans, customers, information and data, irrespective of whether Elevate directly originates the credit to the customer or whether such credit is originated by a third party.

OVERVIEW

We provide online credit solutions to consumers in the US who are not well-served by traditional bank products and who are looking for better options than payday loans, title loans, pawn and storefront installment loans. Non-prime consumers now represent a larger market than prime consumers but are riskier to underwrite and serve with traditional approaches. We’re succeeding at it - and doing it responsibly - with best-in-class advanced technology and proprietary risk analytics honed by serving more than 2.7 million customers with $10.3 billion in credit. Our current online credit products, Rise, Elastic and Today Card, reflect our mission to provide customers with access to competitively priced credit and services while helping them build a brighter financial future with credit building and financial wellness features. We call this mission "Good Today, Better Tomorrow."

We earn revenues on the Rise installment loans, on the Rise and Elastic lines of credit and on the Today Card credit card product. Our revenue primarily consists of finance charges and line of credit fees. Finance charges are driven by our average loan balances outstanding and by the average annual percentage rate (“APR”) associated with those outstanding loan balances. We calculate our average loan balances by taking a simple daily average of the ending loan balances outstanding for each period. Line of credit fees are recognized when they are assessed and recorded to revenue over the life of the loan. We present certain key metrics and other information on a “combined” basis to reflect information related to loans originated by us and by our bank partners that license our brands, Republic Bank, FinWise Bank and Capital Community Bank ("CCB"), as well as loans originated by third-party lenders pursuant to CSO programs, which loans originated through CSO programs are not recorded on our balance sheet in accordance with US GAAP. See “—Key Financial and Operating Metrics” and “—Non-GAAP Financial Measures.”

We use our working capital and our credit facility with Victory Park Management, LLC ("VPC” and the "VPC Facility") to fund the loans we directly make to our Rise customers. The VPC Facility has a maximum total borrowing amount available of $200 million at June 30, 2022.

We also license our Rise installment loan brand to two banks. FinWise Bank originates Rise installment loans in 17 states. This bank initially provides all of the funding, retains 4% of the balances of all of the loans originated and sells the remaining 96% loan participation in those Rise installment loans to a third-party SPV, EF SPV, Ltd. ("EF SPV"). These loan participation purchases are funded through a separate financing facility (the "EF SPV Facility"), and through cash flows from operations generated by EF SPV. The EF SPV Facility has a maximum total borrowing amount available of $250 million. We do not own EF SPV, but we have a credit default protection agreement with EF SPV whereby we provide credit protection to the investors in EF SPV against Rise loan losses in return for a credit premium. As the primary beneficiary, Elevate is required to consolidate EF SPV as a variable interest entity ("VIE") under US GAAP and the condensed consolidated financial statements include revenue, losses and loans receivable related to the 96% of the Rise installment loans originated by FinWise Bank and sold to EF SPV.

Beginning in the third quarter of 2020, we also license our Rise installment loan brand to an additional bank, CCB, which originates Rise installment loans in three different states than FinWise Bank. Similar to the relationship with FinWise Bank, CCB initially provides all of the funding, retains 5% of the balances of all of the loans originated and sells the remaining 95% loan participation in those Rise installment loans to a third-party SPV, EC SPV, Ltd. ("EC SPV"). These loan participation purchases are funded through a separate financing facility (the "EC SPV Facility"), and through cash flows from operations generated by EC SPV. The EC SPV Facility has a maximum total borrowing amount available of $100 million. We do not own EC SPV, but we have a credit default protection agreement with EC SPV whereby we provide credit protection to the investors in EC SPV against Rise loan losses in return for a credit premium. As the primary beneficiary, Elevate is required to consolidate EC SPV as a VIE under US GAAP and the condensed consolidated financial statements include revenue, losses and loans receivable related to the 95% of the Rise installment loans originated by CCB and sold to EC SPV.

The Elastic line of credit product is originated by a third-party lender, Republic Bank, which initially provides all of the funding for that product. Republic Bank retains 10% of the balances of all loans originated and sells a 90% loan participation in the Elastic lines of credit. An SPV structure was implemented such that the loan participations are sold by Republic Bank to Elastic SPV, Ltd. (“Elastic SPV”) and Elastic SPV receives its funding from VPC in a separate financing facility (the “ESPV Facility”), which was finalized on July 13, 2015. We do not own Elastic SPV, but we have a credit default protection agreement with Elastic SPV whereby we provide credit protection to the investors in Elastic SPV against Elastic loan losses in return for a credit premium. Per the terms of this agreement, under US GAAP, we are the primary beneficiary of Elastic SPV and are required to consolidate the financial results of Elastic SPV as a VIE in our condensed consolidated financial statements. The ESPV Facility has a maximum total borrowing amount available of $350 million at June 30, 2022.

Today Card is a credit card product designed to meet the spending needs of non-prime consumers by offering a prime customer experience. Today Card is originated by CCB under the licensed MasterCard brand, and a 95% participation interest in the credit card receivable is sold to us. These credit card receivable purchases are funded through a separate financing facility (the "TSPV Facility"), and through cash flows from operations generated by the Today Card portfolio. The TSPV Facility has a maximum commitment amount of $50 million, which may be increased up to $100 million. As the lowest APR product in our portfolio, Today Card allows us to serve a broader spectrum of non-prime Americans. The Today Card experienced significant growth in its portfolio size despite the pandemic due to the success of our direct mail campaigns, the primary marketing channel for acquiring new Today Card customers. We are following a specific growth plan to grow the product while monitoring customer responses and credit quality. Customer response to the Today Card has been strong, as we continue to see high response rates, high customer engagement, and positive customer satisfaction scores.

In January 2022, we collaborated with Central Pacific Bank ("CPB") to invest in the launch of a new fintech company, Swell Financial, Inc. ("Swell"). The Swell App includes several groundbreaking features to help customers automatically control their spending, tackle debt, and invest in exclusive private market opportunities with as little as $1 thousand. We will help CPB and Swell offer the Swell Credit line of credit product with APRs between 8% and 24%. Our current total investment carrying value in Swell, using equity method accounting, is $5.1 million and we have a non-controlling interest in Swell.

Our management assesses our financial performance and future strategic goals through key metrics based primarily on the following three themes:

•Revenue growth. Key metrics related to revenue growth that we monitor by product include the ending and average combined loan balances outstanding, the effective APR of our product loan portfolios, the total dollar value of loans originated, the number of new and former customer loans made, the ending number of customer loans outstanding and the related customer acquisition costs (“CAC”) associated with each new customer loan made. We include CAC as a key metric when analyzing revenue growth (rather than as a key metric within margin expansion).

•Stable credit quality. We work with our bank partners that originate loans on our platform to address the appropriate credit risk for the revenues earned. Since the time they were managing our legacy US products, our management team has maintained stable credit quality across the loan portfolio they were managing. With the adoption of fair value for the loans receivable portfolio effective January 1, 2022, the credit quality metrics we monitor include net charge-offs as a percentage of revenues, change in fair value of loans receivable as a percentage of revenues, the percentage of past due combined loans receivable – principal and net principal charge-offs as a percentage of average combined loans receivable-principal. Prior to our adoption of fair value for the loans receivable portfolio effective January 1, 2022, our credit quality metrics also included the combined loan loss reserve as a percentage of outstanding combined loans and total provision for loan losses as a percentage of revenues. Under fair value accounting, a specific loan loss reserve is no longer required to be recognized as a credit loss estimate is a key assumption used in measuring fair value. See “—Non-GAAP Financial Measures” for further information.

•Margin expansion. We aim to manage our business to achieve a long-term operating margin of 20%. In periods of significant loan portfolio growth, our margins may become compressed due to the upfront costs associated with marketing. Prior to our adoption of fair value for the loans receivable portfolio, we incurred upfront credit provisioning expense associated with loan portfolio growth. When applying fair value accounting, estimated credit loss is a key assumption within the fair value assumptions used each quarter and specific loan loss allowance is no longer required to be recognized. Long term, we anticipate that our direct marketing costs primarily associated with new customer acquisitions will be approximately 10% of revenues and our operating expenses will decline to 20% of revenues. While our operating margins may exceed 20% in certain years, such as in 2020 when we incurred lower levels of direct marketing expense and materially lower credit losses due to a lack of customer demand for loans resulting from the effects of COVID-19, we do not expect our operating margin to increase beyond that level over the long term, as we intend to pass on any improvements over our targeted margins to our customers in the form of lower APRs. We believe this is a critical component of our responsible lending platform and over time will also help us continue to attract new customers and retain existing customers.

Election of Fair Value Option

Prior to January 1, 2022, we carried our combined loans receivable portfolio at amortized cost, net of an allowance for estimated loan losses inherent in the combined loan portfolio. Effective January 1, 2022, we elected the fair value option to account for all our combined loan portfolio in conjunction with our early adoption of Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") and the related amendments. We believe the election of the fair value option better reflects the value of our portfolio and its future economic performance as well as more closely aligns with our decision-making processes that relies on unit economics that align with discounted cash flow methodologies that are utilized in fair value accounting. Refer to Note 1 in the Notes to the Condensed Consolidated Financial Statements included in this report for discussion of the election and its impact on our accounting policies.

In accordance with the transition guidance, on January 1, 2022, we released the allowance for loan losses and measured the combined loans receivable at fair value at adoption. The cumulative-effect adjustment, net of tax, was recognized collectively as a net increase of $98.6 million to opening Retained earnings.

In comparing our current period results under the fair value option to prior periods, it may be helpful to consider that loans receivable are carried at fair value with changes in fair value of loans receivable recorded in the Condensed Consolidated Statements of Operations. The fair value takes into consideration expected lifetime losses of the loans receivable, whereas the prior method incorporated only incurred losses recognized as an allowance for loan losses. As such, changes in credit quality, amongst other significant assumptions, typically have a more significant impact on the carrying value of the combined loans receivable portfolio under the fair value option. See “—Non-GAAP Financial Measures” for further information.

Impact of COVID-19

In 2020, we experienced a significant decline in the loan portfolio due to a lack of customer demand for loans resulting from the effects of COVID-19 and related government stimulus programs. These impacts resulted in a lower level of direct marketing expense and materially lower credit losses during 2020 and continuing into early 2021. Beginning in the second quarter of 2021, we experienced a return of demand for the loan products that we, and the bank originators we support, offer, resulting in significant growth in the loan portfolio from that point. This significant loan portfolio growth resulted in compressed margins in 2021 due to the upfront costs associated with marketing and credit provisioning expense related to growing and “rebuilding” the loan portfolio from the impacts of COVID-19. We continue to target loan portfolio originations within our target Customer Acquisition Costs ("CACs") of $250-$300 and credit quality metrics of 45-55% of revenue which, when combined with our expectation of continuing customer loan demand for our portfolio products, we believe will allow us to return to our historical performance levels prior to COVID-19 after initially resulting in earnings compression.

We have implemented a hybrid remote environment where employees may choose to work primarily from the office or from home and gather collectively in the office on a limited basis. We have sought to ensure our employees feel secure in their jobs, have flexibility in their work location and have the resources they need to stay safe and healthy. As a 100% online lending solutions provider, our technology and underwriting platform has continued to serve our customers and the bank originators that we support without any material interruption in services.

We continue to monitor the continued impacts of COVID-19 on our business, loan portfolio, customers and employees, and while uncertainty still exists, we believe we are well-positioned to operate effectively through any future impacts associated with COVID-19. We will continue assessing our minimum cash and liquidity requirement, monitoring our debt covenant compliance and implementing measures to ensure that our cash and liquidity position is maintained.

Macroeconomic Factors

During the second quarter of 2022, the broader market environment that had persisted since the second half of 2021 began to soften. The substantial inflation pressures that our economy continues to face has resulted in many challenges, most notably in the form of rising interest rates, softening of consumer demand, and increased labor costs. With the Federal Reserve prioritizing its mandate of price stability, it continues to take actions to reduce and stabilize inflation, increasing the potential recessionary risks posted by such actions. The inflation rate during the second quarter of 2022 was the highest in four decades. Our operations can be adversely impacted by inflation, primarily from higher financing and labor costs. Additionally, inflation can impact our customers' demand for additional debt and their ability to pay back their existing loans, impacting our revenue and charge-off rate.

Although the current macroeconomic environment may have a significant adverse impact on our business, and while uncertainty still exists, we continue to take appropriate actions to operate effectively through the present economic environment and expect to have a more cautious approach to portfolio growth during the second half of 2022. We will continue assessing our minimum cash and liquidity requirement, monitoring our debt covenant compliance and implementing measures to ensure our cash and liquidity position is maintained through the current economic cycle.

KEY FINANCIAL AND OPERATING METRICS

As discussed above, we regularly monitor a number of metrics in order to measure our current performance and project our future performance. These metrics aid us in developing and refining our growth strategies and in making strategic decisions.

Certain of our metrics are non-GAAP financial measures. We believe that such metrics are useful in period-to-period comparisons of our core business. However, non-GAAP financial measures are not an alternative to any measure of financial performance calculated and presented in accordance with US GAAP. See “—Non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to US GAAP.

Revenues


	As of and for the three months ended June 30,						As of and for the six months ended June 30,
Revenue metrics (dollars in thousands, except as noted)	2022			2021			2022			2021
Revenues	$	117,606		$	84,540		$	241,850		$	174,273
Period-over-period change in revenue	39		%	(28)		%	39		%	(38)		%
Ending combined loans receivable – principal(1)	$	532,433		$	399,320		532,433			399,320
Average combined loans receivable – principal(1)(2)	$	510,214		$	355,980		522,965			367,365
Total combined loans originated – principal	$	245,151		$	210,401		$	450,638		343,914
Average customer loan balance(3)	$	2,087		$	1,827		2,087			1,827
Number of new customer loans	25,710			38,986			45,013			52,876
Ending number of combined loans outstanding	255,099			218,543			255,099			218,543
Customer acquisition costs	$	304		$	271		312			283
Effective APR of combined loan portfolio	91		%	94		%	92		%	95		%

_________

(1)Combined loans receivable is defined as loans owned by us and consolidated VIEs plus loans originated and owned by third-party lenders pursuant to our CSO programs. See “—Non-GAAP Financial Measures” for more information and for a reconciliation of Combined loans receivable to Loans receivable, net, / Loans receivable at fair value, the most directly comparable financial measures calculated in accordance with US GAAP.

(2)Average combined loans receivable – principal is calculated using an average of daily Combined loans receivable – principal balances.

(3)Average customer loan balance is an average of all three products and is calculated for each product by dividing the ending Combined loans receivable – principal by the number of loans outstanding at period end.

Revenues. Our revenues are composed of Rise finance charges, Rise CSO fees (which are fees we receive from customers who obtain a loan through the CSO program for the credit services, including the loan guaranty, we provide), revenues earned on the Elastic line of credit, and finance charges and fee revenues from the Today Card credit card product. See “—Components of our Results of Operations—Revenues.”

Ending and average combined loans receivable – principal. We calculate the average combined loans receivable – principal by taking a simple daily average of the ending combined loans receivable – principal for each period. Key metrics that drive the ending and average combined loans receivable – principal include the amount of loans originated in a period and the average customer loan balance. All loan balance metrics include only the 90% participation in the related Elastic line of credit advances (we exclude the 10% held by Republic Bank), the 96% participation in FinWise Bank originated Rise installment loans, the 95% participation in CCB originated Rise installment loans and the 95% participation in the CCB originated Today Card credit card receivables, but include the full loan balances on CSO loans, which are not presented on our Condensed Consolidated Balance Sheets.

Total combined loans originated – principal. The amount of loans originated in a period is driven primarily by loans to new customers as well as new loans to prior customers, including refinancing of existing loans to customers in good standing.

Average customer loan balance and effective APR of combined loan portfolio. The average loan amount and its related APR are based on the product and the underlying credit quality of the customer. Generally, better credit quality customers are offered higher loan amounts at lower APRs. Additionally, new customers have more potential risk of loss than prior or existing customers due to lack of payment history and the potential for fraud. As a result, newer customers typically will have lower loan amounts and higher APRs to compensate for that additional risk of loss. The effective APR is calculated based on the actual amount of finance charges generated from a customer loan divided by the average outstanding balance for the loan and can be lower than the stated APR on the loan due to waived finance charges and other reasons. For example, a Rise customer may receive a $2,000 installment loan with a term of 24 months and a stated rate of 130%. In this example, the customer’s monthly installment loan payment would be $236.72. As the customer can prepay the loan balance at any time with no additional fees or early payment penalty, the customer pays the loan in full in month eight. The customer’s loan earns interest of $1,657.39 over the eight-month period and has an average outstanding balance of $1,912.37. The effective APR for this loan is 130% over the eight-month period calculated as follows:

($1,657.39 interest earned / $1,912.37 average balance outstanding) x 12 months per year = 130%

8 months

In addition, as an example for Elastic, if a customer makes a $2,500 draw on the customer’s line of credit and this draw required bi-weekly minimum payments of 5% (equivalent to 20 bi-weekly payments), and if all minimum payments are made, the draw would earn finance charges of $1,125. The effective APR for the line of credit in this example is 107% over the payment period and is calculated as follows:

($1,125.00 fees earned / $1,369.05 average balance outstanding) x 26 bi-weekly periods per year = 107%

20 payments

The actual total revenue we realize on a loan portfolio is also impacted by the amount of prepayments and charged-off customer loans in the portfolio. For a single loan, on average, we typically expect to realize approximately 60% of the revenues that we would otherwise realize if the loan were to fully amortize at the stated APR. From the Rise example above, if we waived $350 of interest for this customer, the effective APR for this loan would decrease to 103%. From the Elastic example above, if we waived $125 of fees for this customer, the effective APR for this loan would decrease to 95%.

Number of new customer loans. We define a new customer loan as the first loan or advance made to a customer for each of our products (so a customer receiving a Rise installment loan and then at a later date taking their first cash advance on an Elastic line of credit would be counted twice). The number of new customer loans is subject to seasonal fluctuations. New customer acquisition is typically slowest during the first six months of each calendar year, primarily in the first quarter, compared to the latter half of the year, as our existing and prospective customers usually receive tax refunds during this period and, thus, have less of a need for loans from us. Further, many customers will use their tax refunds to prepay all or a portion of their loan balance during this period, so our overall loan portfolio typically decreases during the first quarter of the calendar year. Overall loan portfolio growth and the number of new customer loans tends to accelerate during the summer months (typically June and July), at the beginning of the school year (typically late August to early September) and during the winter holidays (typically late November to early December).

Customer acquisition costs. A key expense metric we monitor related to loan growth is our CAC. This metric is the amount of direct marketing costs incurred during a period divided by the number of new customer loans originated during that same period. New loans to former customers are not included in our calculation of CAC (except to the extent they receive a loan through a different product) as we believe we incur no material direct marketing costs to make additional loans to a prior customer through the same product.

The following tables summarize the changes in customer loans by product for the three and six months ended June 30, 2022 and 2021.


	Three Months Ended June 30, 2022
	Rise		Elastic		Today
	(Installment Loans)		(Lines of Credit)		(Credit Card)		Total
Beginning number of combined loans outstanding	118,076		102,973		35,566		256,615
New customer loans originated	15,629		6,309		3,772		25,710
Former customer loans originated	17,034		191		—		17,225
Attrition	(35,657)		(5,866)		(2,928)		(44,451)
Ending number of combined loans outstanding	115,082		103,607		36,410		255,099
Customer acquisition cost (in dollars)	$	307	$	404	$	127	$	304
Average customer loan balance (in dollars)	$	2,462	$	1,909	$	1,409	$	2,087


	Three Months Ended June 30, 2021
	Rise		Elastic		Today
	(Installment Loans)		(Lines of Credit)		(Credit Card)		Total
Beginning number of combined loans outstanding	91,508		90,021		12,802		194,331
New customer loans originated	27,704		6,339		4,943		38,986
Former customer loans originated	14,909		132		—		15,041
Attrition	(25,337)		(4,214)		(264)		(29,815)
Ending number of combined loans outstanding	108,784		92,278		17,481		218,543
Customer acquisition cost (in dollars)	$	294	$	332	$	64	$	271
Average customer loan balance (in dollars)	$	2,122	$	1,599	$	1,199	$	1,827


	Six Months Ended June 30, 2022
	Rise		Elastic		Today
	(Installment Loans)		(Lines of Credit)		(Credit Card)		Total
Beginning number of combined loans outstanding	134,414		110,628		35,464		280,506
New customer loans originated	27,776		10,701		6,536		45,013
Former customer loans originated	32,736		327		—		33,063
Attrition	(79,844)		(18,049)		(5,590)		(103,483)
Ending number of combined loans outstanding	115,082		103,607		36,410		255,099
Customer acquisition cost	$	317	$	428	$	103	$	312


	Six Months Ended June 30, 2021
	Rise		Elastic		Today
	(Installment Loans)		(Lines of Credit)		(Credit Card)		Total
Beginning number of combined loans outstanding	103,940		100,105		10,803		214,848
New customer loans originated	36,360		9,191		7,325		52,876
Former customer loans originated	27,765		226		—		27,991
Attrition	(59,281)		(17,244)		(647)		(77,172)
Ending number of combined loans outstanding	108,784		92,278		17,481		218,543
Customer acquisition cost	$	302	$	376	$	70	$	283

Recent trends. Our revenues for the three months ended June 30, 2022 totaled $117.6 million, an increase of 39% versus the three months ended June 30, 2021. Similarly, our revenues for the six months ended June 30, 2022 totaled $241.9 million, up 39% versus the prior year. The increase in quarterly and year-to-date revenue is primarily attributable to higher average combined loans receivable-principal as we saw growth in all of our products in the second quarter of 2022. Rise, Elastic, and the Today products experienced year-over-year increases in revenues for the six months ended June 30, 2022 of 36%, 34%, and 227%, respectively, which were attributable to increases in year-over-year average loan balances as we focused on growing the portfolios beginning in the second half of 2021. The Today Card also benefits from the nature of the product, which provides an added convenience of having a credit card for online purchases of day-to-day items such as groceries or clothing (whereas the primary usage of a Rise installment loan or Elastic line of credit is for emergency financial needs such as a medical deductible or automobile repair).

We and the bank originators experienced a decrease in new customers due to our more measured approach to growth based on our expectation of the impact of inflation on our customers during the second quarter of 2022 versus the prior year period. All three of our products experienced an increase in principal loan balances in the second quarter of 2022 compared to a year ago. Rise and Elastic principal loan balances at June 30, 2022 totaled $283.4 million and $197.8 million, respectively, up roughly $52.5 million and $50.2 million, respectively, from a year ago. Today Card principal loan balances at June 30, 2022 totaled $51.3 million, up $30.3 million from a year ago.

Our CAC was higher in the second quarter of 2022 at $304 as compared to the second quarter of 2021 at $271 and slightly higher than our targeted range of $250-$300 due to our measured approach to growth beginning in the second quarter. The new customer loan volume is being sourced from all our marketing channels including direct mail, strategic partners and digital. Our measured approach toward growth is across all marketing channels including our strategic partners channel where we have improved our technology and risk capabilities to interface with the strategic partners via our application programming interface (APIs) that we developed within our new technology platform ("Blueprint"). Blueprint will allow us to more efficiently acquire new customers within our targeted CAC range. We believe our CAC in future quarters, and on an annual basis, will be within or slightly above our target range of $250 to $300 as we continue to take a more cautious approach to growth during the second half of the year as we monitor the macroeconomic environment closely. Long term, we would expect to return to our target range of $250 to $300 as we optimize the efficiency of our marketing channels and continue to grow the Today Card which successfully generates new customers at a sub-$100 CAC.

Credit quality


	As of and for the three months ended June 30,						As of and for the six months ended June 30,
Credit quality metrics (dollars in thousands), after adoption of fair value	2022			2021 (Pro-forma)(6)			2022			2021 (Pro-forma)(6)
Net charge-offs(1)	$	65,050		$	26,063		$	141,869		$	56,953
Net change in fair value(1)(6)	(3,594)			(6,619)			3,746			(1,952)
Total change in fair value of loans receivable (6)	$	61,456		$	19,444		$	145,615		$	55,001

Net charge-offs as a percentage of revenues (1)	55		%	31		%	59		%	33		%
Total change in fair value of loans receivable as a percentage of revenues(6)	52		%	23		%	60		%	32		%
Percentage past due	10		%	7		%	10		%	7		%
Fair value premium(6)	10		%	13		%	10		%	13		%


	As of and for the three months ended June 30,			As of and for the six months ended June 30,
Credit quality metrics (dollars in thousands), before adoption of fair value	2021			2021
Net charge-offs(2)	$	26,063		$	56,953
Additional provision for loan losses(2)	1,162			(8,758)
Provision for loan losses	$	27,225		$	48,195

Net charge-offs as a percentage of revenues(2)	31		%	33		%
Total provision for loan losses as a percentage of revenues	32		%	28		%
Percentage past due	7		%	7		%
Combined loan loss reserve(4)	$	40,321		$	40,321
Combined loan loss reserve as a percentage of combined loans receivable(3)(4)(5)	10		%	10		%

_________

(1)Net charge-offs and net change in fair value of loans receivable are not financial measures prepared in accordance with US GAAP. Net charge-offs include the amount of principal and accrued interest on loans that are more than 60 days past due (Rise and Elastic) or 120 days past due (Today Card), or sooner if we receive notice that the loan will not be collected, such as a bankruptcy notice or identified fraud, offset by any recoveries. Net change in fair value reflects the adjustment recognized related to the change in the fair value mark during the reported period. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to Change in fair value of loans receivable, the most directly comparable financial measure calculated in accordance with US GAAP.

(2)Net charge-offs and additional provision for loan losses are not financial measures prepared in accordance with US GAAP. Net charge-offs include the amount of principal and accrued interest on loans that are more than 60 days past due (Rise and Elastic) or 120 days past due (Today Card), or sooner if we receive notice that the loan will not be collected, such as a bankruptcy notice or identified fraud, offset by any recoveries. Additional provision for loan losses is the amount of provision for loan losses needed for a particular period to adjust the combined loan loss reserve to the appropriate level in accordance with our underlying loan loss reserve methodology. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to Provision for loan losses, the most directly comparable financial measure calculated in accordance with US GAAP.

(3)Combined loans receivable is defined as loans owned by us and consolidated VIEs plus loans originated and owned by third-party lenders pursuant to our CSO programs. See “—Non-GAAP Financial Measures” for more information and for a reconciliation of Combined loans receivable to Loans receivable, net, the most directly comparable financial measure calculated in accordance with US GAAP.

(4)Combined loan loss reserve is defined as the loan loss reserve for loans originated and owned by us and consolidated VIEs plus the loan loss reserve for loans owned by third-party lenders and guaranteed by us. See “—Non-GAAP Financial Measures” for more information and for a reconciliation of Combined loan loss reserve to Allowance for loan losses, the most directly comparable financial measure calculated in accordance with US GAAP.

(5)Combined loan loss reserve as a percentage of combined loans receivable is determined using period-end balances.

(6)We have provided pro-forma information reflecting the adoption of fair value in the 2021 financial period to provide comparability to the 2022 financial period. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP. The pro-forma fair value adjustments reflect fair value methodology acceptable with US GAAP.


Net principal charge-offs as a percentage of average combined loans receivable - principal (1)(2)(3)	First Quarter	Second Quarter	Third Quarter	Fourth Quarter
2022	11%	10%	N/A	N/A
2021	6%	5%	6%	10%
2020	11%	10%	4%	5%

_________

(1)Net principal charge-offs is comprised of gross principal charge-offs less recoveries.

(2)Average combined loans receivable - principal is calculated using an average of daily Combined loans receivable - principal balances during each quarter.

(3)Combined loans receivable is defined as loans owned by us and consolidated VIEs plus loans originated and owned by third-party lenders pursuant to our CSO programs. See “—Non-GAAP Financial Measures” for more information and for a reconciliation of Combined loans receivable to the most directly comparable financial measure calculated in accordance with US GAAP.

Net principal charge-offs as a percentage of average combined loans receivable-principal for the second quarter of 2022 is higher than the second quarter of 2021 and consistent with this credit metric during 2019 and slightly improved from the first quarter 2022. The above chart depicts the historically low charge-off metrics from the third quarter of 2020 through the third quarter of 2021, due to COVID-19 pandemic impacts such as a lack of new customer demand, our implementation of payment assistance tools, and government stimulus payments received by our customers. Beginning in the fourth quarter of 2021, net principal charge-offs as a percentage of average combined loans receivable-principal have returned to the levels consistent with 2019 due to the increased volume of new customers being originated as we rebuilt the loan portfolio from the impacts of the COVID-19 pandemic in the second half of 2021 and return to a more normalized credit profile.

Upon adoption of fair value for the combined loans receivable portfolio on January 1, 2022, in reviewing the credit quality of our loan portfolio, we break out our total change in fair value in loans receivable that is presented on our Condensed Combined Statement of Operations under US GAAP into two separate items—net charge-offs and net change in fair value. Net charge-offs are indicative of the credit quality of our underlying portfolio, while net change in fair value is subject to more fluctuation based on loan portfolio growth and changes in assumptions used in the fair value methodology. The net change in fair value is the change in the reporting period between the current period fair value mark as compared to the beginning of period fair value mark. With all other assumptions held flat and a fair value premium associated with the combined loan portfolio, we would expect the net change in fair value to be positive in periods of growth in the loan portfolio and expect the net change in fair value to be negative in periods of attrition in the loan portfolio.

Net charge-offs. Net charge-offs comprise gross charge-offs offset by recoveries on prior charge-offs. Gross charge-offs include the amount of principal and accrued interest on loans that are more than 60 days past due (Rise and Elastic) or 120 days (Today Card), or sooner if we receive notice that the loan will not be collected, such as a bankruptcy notice or identified fraud. Any payments received on loans that have been charged off are recorded as recoveries and reduce the total amount of gross charge-offs. Recoveries are typically less than 10% of the amount charged off, and thus, we do not view recoveries as a key credit quality metric.

Net charge-offs as a percentage of revenues can vary based on several factors, such as whether or not we experience significant growth or lower the APR of our products. Additionally, although a more seasoned portfolio will typically result in lower net charge-offs as a percentage of revenues, we do not intend to drive down this ratio significantly below our historical ratios and would instead seek to offer our existing products to a broader new customer base to drive additional revenues.

Net charge-offs as a percentage of average combined loans receivable-principal allow us to determine credit quality and evaluate loss experience trends across our loan portfolio.

Net change in fair value. Beginning January 1, 2022, we utilize the fair value option on the combined loans receivable portfolio. As such, loans receivables are carried at fair value in the Condensed Consolidated Balance Sheets with changes in fair value recorded in the Condensed Consolidated Statements of Operations. To derive the fair value, we generally utilize discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the underlying assets. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Hence, another key credit quality metric we monitor is the percentage of past due combined loans receivable – principal, as an increase in past due loans is a consideration in the credit loss assumption used in the fair value assumptions as a significant increase in the percentage of past due loans may indicate a future increase in credit loss in the portfolio. As such, changes in credit quality, amongst other significant assumptions, typically have a more significant impact on the carrying value of the combined loans receivable portfolio under the fair value option. Future cash flows are discounted using a rate of return that we believe a market participant would require. Accrued and unpaid interest and fees are included in Loans receivable at fair value in the Condensed Consolidated Balance Sheets.

Additional provision for loan losses. For financial data prior to January 1, 2022, in reviewing the credit quality of our loan portfolio, we broke out our total provision for loan losses that was presented on our statement of operations under US GAAP into two separate items—net charge-offs (as discussed above) and additional provision for loan losses. The additional provision for loan losses is the amount needed to adjust the combined loan loss reserve to the appropriate amount at the end of each month based on our loan loss reserve methodology.

Additional provision for loan losses relates to an increase in inherent losses in the loan portfolio as determined by our loan loss reserve methodology. This increase could be due to a combination of factors such as an increase in the size of the loan portfolio or a worsening of credit quality or increase in past due loans. It is also possible for the additional provision for loan losses for a period to be a negative amount, which would reduce the amount of the combined loan loss reserve needed (due to a decrease in the loan portfolio or improvement in credit quality). The amount of additional provision for loan losses is seasonal in nature, mirroring the seasonality of our new customer acquisition and overall loan portfolio growth, as discussed above. The combined loan loss reserve typically decreased during the first quarter or first half of the calendar year due to a decrease in the loan portfolio from year end. Then, as the rate of growth for the loan portfolio started to increase during the second half of the year, additional provision for loan losses was typically needed to increase the reserve for losses associated with the loan growth. Because of this, our provision for loan losses varied significantly throughout the year without a significant change in the credit quality of our portfolio.

Loan loss reserve methodology prior to January 1, 2022. Our loan loss reserve methodology was calculated separately for each product and, in the case of Rise loans originated under the state lending model (including CSO program loans), was calculated separately based on the state in which each customer resides to account for varying state license requirements that affect the amount of the loan offered, repayment terms and other factors. For each product, loss factors were calculated based on the delinquency status of customer loan balances: current, 1 to 30 days past due, 31 to 60 days past due or 61-120 past due (for Today Card only). These loss factors for loans in each delinquency status were based on average historical loss rates by product (or state) associated with each of these three delinquency categories.

Recent trends. Total change in fair value of loans receivable for the three and six months ended June 30, 2022 were 52% and 60% of revenue, compared to the pro-forma three and six months ended June 30, 2021 of 23% and 32%, respectively, (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). Net charge-offs as a percentage of revenues for the three and six months ended June 30, 2022 were 55% and 59%, compared to 31% and 33%, respectively, in the prior year periods. The increase in net charge-offs as a percentage of revenues is due to the growth in the loan portfolio during the second half of 2021 and early 2022, which included a higher mix of new customers that carry a higher overall loss rate. The portfolio returned to the upper end of our targeted range of 45-55% of revenue as the portfolio matures with a mix of new and returning customers. In the near term, we expect our portfolio to perform at the upper end of our targeted range based on the current macroeconomic factors being observed in the economy. We continue to monitor the portfolio during the economic recovery resulting from COVID-19 and recent macroeconomic factors and will adjust our underwriting and credit policies to mitigate any potential negative impacts as needed. Long term, we would expect to see the portfolio return to our targeted range of 45-55% of revenue.

Past due loan balances at June 30, 2022 were 10% of total combined loans receivable-principal, up from 7% from a year ago, due to the number of new customers originated beginning in the second quarter of 2021, which is consistent with our historical past due percentages prior to the pandemic. We, and the bank originators we support, continue to offer payment flexibility programs, if certain qualifications are met, to assist borrowers during the current economic environment. The population of customers utilizing the payment flexibility programs has remained stable, and we continue to see that most customers are meeting their scheduled payments once they exit the payment flexibility program.

Net change in fair value as a percentage of revenue was (3)% and (8)% for the three months ended June 30, 2022 and pro-forma June 30, 2021, respectively, and 2% and (1)% for the six months ended June 30, 2022 and pro-forma June 30, 2021, respectively (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). The fair value premium of the combined loans receivable-principal portfolio was 10% at June 30, 2022 compared to 13% at June 30, 2021 due to the composition of the loan portfolio with an increased mix of newly originated loans at June 30, 2022 as compared to a more mature loan portfolio at June 30, 2021 due to limited origination activity and significant paydowns experienced in the portfolio due to the effects of COVID-19. The key assumptions used in the fair value estimate at June 30, 2022 are as follows:


	June 30, 2022
Credit loss rate	17	%
Prepayment rate	27	%
Discount rate	21	%

Total loan loss provision for the three months and six months ended June 30, 2021, prior to the adoption of fair value, were 32% and 28% of revenues, respectively, which were below our targeted range of approximately 45% to 55%. Net charge-offs as a percentage of revenues for the three months and six months ended June 30, 2021 were 31% and 33%, respectively, due to reduced demand and limited loan origination activity in 2020 and early 2021 coupled with customers' receipt of monetary stimulus provided by the US government which allowed customers to continue making payments on their loans.

The combined loan loss reserve as a percentage of combined loans receivable totaled 10% as of June 30, 2021. The lower historical combined loan loss reserve rate reflects the strong credit performance of the portfolio at June 30, 2021 due to the mature nature of the portfolio resulting from limited new loan origination activity in 2020 and early 2021.

We also look at Rise and Elastic principal loan charge-offs (including both credit and fraud losses) by loan vintage as a percentage of combined loans originated-principal. As the below table shows, our cumulative principal loan charge-offs for Rise and Elastic through June 30, 2022 for each annual vintage since the 2013 vintage are generally under 30% and continue to generally trend at or slightly below our 20% to 25% long-term targeted range. Our payment deferral programs and monetary stimulus programs provided by the US government in response to the COVID-19 pandemic have also assisted in reducing losses in our 2019 and 2020 vintages coupled with a lower volume of new loan originations in our 2020 vintage. We would expect the 2021 vintage to be at or near 2018 levels or slightly lower given the increased volume of new customer loans originated during the second half of 2021. While still early, our 2022 vintage appears to be performing consistently with our 2021 vintage. It is also possible that the cumulative loss rates on all vintages will increase and may exceed our recent historical cumulative loss experience due to the economic impact of the current inflationary environment.

http://api.rkd.refinitiv.com/api/FilingsRetrieval3/.69238057.elvt-20220630_g2.jpg.ashx

_________

1) The 2021 and 2022 vintages are not yet fully mature from a loss perspective.

2) UK included in the 2013 to 2017 vintages only.

We also look at Today Card principal loan charge-offs (including both credit and fraud losses) by account vintage as a percentage of account principal originations. As the below table shows, our cumulative principal credit card charge-offs through June 30, 2022 for the 2020 annual vintage is just over under 8%. As expected, the 2021 account vintage is experiencing losses higher than the 2020 account vintage due to the volume of new customers originated in the second half of 2021 and the performance of certain segments upon the release of the credit model during 2021. The Today Card requires accounts to be charged off that are more than 120 days past due which results in a longer maturity period for the cumulative loss curve related to this portfolio. Our 2018 and 2019 vintages are considered to be test vintages and were comprised of limited originations volume and not reflective of our current underwriting standards.

http://api.rkd.refinitiv.com/api/FilingsRetrieval3/.69238057.elvt-20220630_g3.jpg.ashx

Margins


	Three Months Ended June 30,						Six Months Ended June 30,
Margin metrics (dollars in thousands)	2022			2021			2022			2021
Revenues	$	117,606		$	84,540		$	241,850		$	174,273
Net charge-offs(1)	(65,050)			(26,063)			$	(141,869)		(56,953)
Change in fair value(1)	3,594			—			(3,746)			—
Additional provision for loan losses(1)	—			(1,162)			—			8,758
Direct marketing costs	(7,828)			(10,564)			(14,054)			(14,947)
Other cost of sales	(3,163)			(2,905)			(6,045)			(4,952)
Gross profit	45,159			43,846			76,136			106,179
Operating expenses	(39,865)			(38,606)			(78,146)			(76,200)
Operating income (loss)	$	5,294		$	5,240		$	(2,010)		$	29,979
As a percentage of revenues:
Net charge-offs	55		%	31		%	59		%	33		%
Change in fair value	(3)			—			2			—
Additional provision for loan losses	—			1			—			(5)
Direct marketing costs	7			12			6			9
Other cost of sales	3			3			2			3
Gross margin	38			52			31			61
Operating expenses	34			46			32			44
Operating margin	5		%	6		%	(1)		%	17		%

_________

(1)Non-GAAP measure. See “—Non-GAAP Financial Measures—Net charge-offs and net change in fair value” and “—Non-GAAP Financial Measures—Net charge-offs and additional provision for loan losses.”

Gross margin is calculated as revenues minus cost of sales, or gross profit, expressed as a percentage of revenues, and operating margin is calculated as operating income expressed as a percentage of revenues. Due to the negative impact of COVID-19 and the current economic environment on our loan balances and revenue, we are monitoring our profit margins closely. Long term, we intend to continue to manage the business to a targeted 20% operating margin.

Recent operating margin trends. For the three months ended June 30, 2022, our operating margin was 5%, which was a decrease from 6% in the prior year period, as originally reported, and 15% on a pro-forma basis considering the pro-forma adoption of fair value at the beginning of 2021 (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). For the six months ended June 30, 2022, our operating margin was (1)%, which was also a decrease from 17% in the prior year period, and 13% on a pro-forma basis considering the pro-forma adoption of fair value at the beginning of 2021 (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). The year-over-year margin decreases we are experiencing in 2022 are primarily driven by the increased net charge-offs in the first half of 2022 due to a higher volume of new customers originated in the loan portfolio during the second half of 2021 and early 2022 as well as the macroeconomic environment. As the portfolio matures and we manage the mix of new and returning customers to the portfolio over the long term, we continue to see our net charge-offs as a percentage of revenue return to our target range of 45-55% and would expect our gross margin to normalize in future periods with our past historical performance. The margins achieved in the first half of 2021 were primarily driven by decreased revenue as a result of lower average combined loans receivable-principle, lower effective APRs earned on the loan portfolio, and increased direct marketing and origination expenses as we grew our loan portfolio and acquired new customers. In the short term, we expect our expense metrics to improve as we take a more cautious approach in executing our growth strategy over the remainder of the year. In the long term, as we grow the loan portfolio while actively managing our operating expenses, we expect to see our operating expense metrics return to approximately 20% of revenue.

NON-GAAP FINANCIAL MEASURES

We believe that the inclusion of the following non-GAAP financial measures in this Quarterly Report on Form 10-Q can provide a useful measure for period-to-period comparisons of our core business, provide transparency and useful information to investors and others in understanding and evaluating our operating results, and enable investors to better compare our operating performance with the operating performance of our competitors. Management uses these non-GAAP financial measures frequently in its decision-making because they provide supplemental information that facilitates internal comparisons to the historical operating performance of prior periods and give an additional indication of our core operating performance. However, non-GAAP financial measures are not a measure calculated in accordance with US generally accepted accounting principles, or US GAAP, and should not be considered an alternative to any measures of financial performance calculated and presented in accordance with US GAAP. Other companies may calculate these non-GAAP financial measures differently than we do.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA represents our net income (loss) adjusted to exclude:

•Net interest expense primarily associated with notes payable under the debt facilities used to fund the loan portfolios;

•Share-based compensation;

•Depreciation and amortization expense on fixed assets and intangible assets;

•Gains or losses from an equity method investment;

•Settlement related to a legal matter or gains and losses from dispositions included in non-operating income; and

•Income taxes.

Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.

Management believes that Adjusted EBITDA and Adjusted EBITDA margin are useful supplemental measures to assist management and investors in analyzing the operating performance of the business and provide greater transparency into the results of operations of our core business.

Adjusted EBITDA and Adjusted EBITDA margin should not be considered as alternatives to net income (loss) or any other performance measure derived in accordance with US GAAP. Our use of Adjusted EBITDA and Adjusted EBITDA margin has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under US GAAP. Some of these limitations are:

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect expected cash capital expenditure requirements for such replacements or for new capital assets;

•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and

•Adjusted EBITDA does not reflect interest associated with notes payable used for funding the loan portfolios, for other corporate purposes or tax payments that may represent a reduction in cash available to us.

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA and Adjusted EBITDA margin for each of the periods indicated:


	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2022			2021			2022			2021
Net income (loss)	$	(6,545)		$	(3,045)		$	(20,468)		$	9,671
Adjustments:
Net interest expense	12,126			8,567			24,296			17,353
Share-based compensation	2,280			1,787			3,938			3,389

Depreciation and amortization	4,720			4,552			8,481			9,795

Equity method investment loss	368			—			712			—
Non-operating income	(81)			(510)			(1,747)			(717)
Income tax expense (benefit)	(574)			228			(4,803)			3,672
Adjusted EBITDA	$	12,294		$	11,579		$	10,409		$	43,163

Adjusted EBITDA margin	10.5		%	13.7		%	4.3		%	24.8		%

Unaudited pro-forma condensed consolidated financial information

The following unaudited pro-forma condensed consolidated statement of operations information reflects the adoption of ASU 2016-13 as of January 1, 2021. Management has made significant estimates and assumptions in its determination of the pro-forma accounting adjustments based on certain currently available information and certain assumptions and methodologies that we believe are reasonable and consistent with US GAAP. Management believes the pro-forma financial information is a useful supplemental measure to assist management and investors in analyzing the operating performance of the business and provide greater transparency into the results of operations of our core business.


	Three Months Ended June 30, 2021								Six Months Ended June 30, 2021
(Dollars in thousands)	As reported			Fair value adjustments		Pro-forma financial information			As reported			Fair value adjustments		Pro-forma financial information
Revenues	$	84,540		$	—	$	84,540		$	174,273		$	—	$	174,273
Cost of sales:
Provision for loan losses	27,225			(27,225)		—			48,195			(48,195)		—
Change in fair value of loans receivable	—			19,444		19,444			—			55,001		55,001
Direct marketing and other costs of sales	13,469			—		13,469			19,899			—		19,899
Total costs of sales	40,694			(7,781)		32,913			68,094			6,806		74,900
Gross profit	43,846			7,781		51,627			106,179			(6,806)		99,373
Total operating expenses	38,606			—		38,606			76,200			—		76,200
Operating income	5,240			7,781		13,021			29,979			(6,806)		23,173
						—
Total other expense	(8,057)			—		(8,057)			(16,636)			—		(16,636)
Income before taxes	(2,817)			7,781		4,964			13,343			(6,806)		6,537
Income tax expense	228			1,286		1,514			3,672			(1,654)		2,018
Net income (loss)	$	(3,045)		$	6,495	$	3,450		$	9,671		$	(5,152)	$	4,519

Basic earnings (loss) per share	$	(0.09)		$	0.19	$	0.10		$	0.27		$	(0.14)	$	0.13
Diluted earnings (loss) per share	$	(0.09)		$	0.19	$	0.10		$	0.27		$	(0.15)	$	0.12

Basic weighted average shares outstanding	35,132,980			—		35,132,980			35,591,583			—		35,591,583
Diluted weighted average shares outstanding (1)	35,132,980			568,397		35,701,377			36,331,631			—		36,331,631

Adjusted EBITDA	$	11,579		$	7,781	$	19,360		$	43,163		$	(6,806)	$	36,357
Adjusted EBITDA margin	13.7		%			22.9		%	24.8		%			20.9		%

_________

(1)Represents potentially dilutive shares that were anti-dilutive in the Company's quarter-ended June 30, 2021 diluted weighted average shares outstanding as the Company was in a net loss position. The pro-forma adjustments result in net income for the period and therefore result in inclusion of the anti-dilutive shares.

Free cash flow

Free cash flow (“FCF”) represents our net cash provided by operating activities, adjusted to include:

•Net charge-offs – combined principal loans; and

•Capital expenditures.

The following table presents a reconciliation of net cash provided by operating activities to FCF for each of the periods indicated:


	Six Months Ended June 30,
(Dollars in thousands)	2022		2021

Net cash provided by operating activities(1)	$	86,228	$	66,687
Adjustments:
Net charge-offs – combined principal loans	(110,135)		(41,745)
Capital expenditures	(11,567)		(7,563)
FCF(2)	$	(35,474)	$	17,379

_________

(1)Net cash provided by operating activities includes net charge-offs – combined finance charges.

(2)FCF includes $17.2 million in cash payments associated with legal settlements for the six months ended June 30, 2022.

Net charge-offs and net change in fair value

We break out our total change in fair value into two separate items—first, the amount related to net charge-offs, and second, net change in fair value needed to adjust the current period fair value mark from the fair value mark from the beginning of the reporting period. We believe this presentation provides more detail related to the components of our total change in fair value when analyzing the gross margin of our business.

Net change in fair value. The net change in fair value is the change in the reporting period between the current period fair value mark as compared to the beginning of period fair value mark. With all other assumptions held flat and fair value premium associated with the combined loan portfolio, we would expect the net change in fair value to be positive in periods of growth in the loan portfolio and expect the net change in fair value to be negative in periods of attrition in the loan portfolio.


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2022		2021 (pro-forma)(1)		2022		2021 (pro-forma)(1)

Net charge-offs	$	65,050	$	26,063	$	141,869	$	56,953
Net change in fair value	(3,594)		(6,619)		3,746		(1,952)
Total change in fair value of loans receivable	$	61,456	$	19,444	$	145,615	$	55,001

_________

(1)We have provided pro-forma information reflecting the adoption of fair value in the 2021 financial period to provide comparability to the 2022 financial period. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP. The pro-forma fair value adjustments reflect fair value methodology acceptable with US GAAP.

Net charge-offs and additional provision for loan losses

We break out our total provision for loan losses into two separate items—first, the amount related to net charge-offs, and second, the additional provision for loan losses needed to adjust the combined loan loss reserve to the appropriate amount at the end of each month based on our loan loss provision methodology. We believe this presentation provides more detail related to the components of our total provision for loan losses when analyzing the gross margin of our business.

Additional provision for loan losses. Additional provision for loan losses is the amount of provision for loan losses needed for a particular period to adjust the combined loan loss reserve to the appropriate level in accordance with our underlying loan loss reserve methodology.


	Three Months Ended June 30,		Six Months Ended June 30,
(Dollars in thousands)	2021		2021

Net charge-offs	$	26,063	$	56,953
Additional provision for loan losses	1,162		(8,758)
Provision for loan losses	$	27,225	$	48,195

Combined loan information

Beginning in the fourth quarter of 2018, we started licensing our Rise installment loan brand to a third-party lender, FinWise Bank, which originates Rise installment loans in 17 states. FinWise Bank retains 4% of the balances of all the loans originated and sells a 96% participation to a third-party SPV, EF SPV, Ltd. We do not own EF SPV, but we are required to consolidate EF SPV as a VIE under US GAAP and the condensed consolidated financial statements include revenue, losses and loans receivable related to the 96% of Rise installment loans originated by FinWise Bank and sold to EF SPV.

Beginning in 2018, we started licensing the Today Card brand and our underwriting services and platform to launch a credit card product originated by CCB, which initially provides all of the funding for that product. CCB retains 5% of the credit card receivable balance of all the receivables originated and sells a 95% participation in the Today Card credit card receivables to us. The Today Card program began expanding in 2020.

The information presented in the tables below on a combined basis are non-GAAP measures based on a combined portfolio of loans, which includes the total amount of outstanding loans receivable that we own and that are on our balance sheets plus outstanding loans receivable originated and owned by third parties that we guarantee pursuant to CSO programs in which we participate. There were no new loan originations in 2021 under our CSO programs, but we continued to have obligations as the CSO until the wind-down of this portfolio was completed in the third quarter of 2021. See “—Basis of Presentation and Critical Accounting Policies—Allowance and liability for estimated losses on consumer loans.”

We believe these non-GAAP measures provide investors with important information needed to evaluate the magnitude of potential loan losses and the opportunity for revenue performance of the combined loan portfolio on an aggregate basis. We also believe that the comparison of the combined amounts from period to period is more meaningful than comparing only the amounts reflected on our balance sheet since both revenues and cost of sales as reflected in our financial statements are impacted by the aggregate amount of loans we own and those CSO loans we guaranteed.

Our use of total combined loans and fees receivable has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under US GAAP. Some of these limitations are:

•Rise CSO loans were originated and owned by a third-party lender; and

•Rise CSO loans were funded by a third-party lender and were not part of the VPC Facility.

As of each of the period ends indicated, the following table presents a reconciliation of:

•Loans receivable, net and at fair value, Company owned (which reconciles to our Condensed Consolidated Balance Sheets included elsewhere in this Quarterly Report on Form 10-Q);

•Loans receivable, net, guaranteed by the Company (as disclosed in Note 3 of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q);

•Combined loans receivable (which we use as a non-GAAP measure); and

•Combined loan loss reserve (which we use as a non-GAAP measure).


	2021									2022
(Dollars in thousands)	June 30			September 30			December 31			March 31			June 30
Company Owned Loans:
Loans receivable – principal, current, company owned	$	372,068		$	466,140		$	501,552		$	457,259		$	477,721
Loans receivable – principal, past due, company owned	27,231			46,730			57,207			54,060			54,712
Loans receivable – principal, total, company owned	399,299			512,870			558,759			511,319			532,433
Loans receivable – finance charges, company owned	19,157			22,960			23,602			22,991			23,079
Loans receivable – company owned	418,456			535,830			582,361			534,310			555,512
Allowance for loan losses on loans receivable, company owned(5)	(40,314)			(56,209)			(71,204)			—			—
Fair value adjustment, loans receivable- principal	—			—			—			49,844			53,438
Loans receivable, net, company owned / Loans receivable at fair value	$	378,142		$	479,621		$	511,157		$	584,154		$	608,950
Third Party Loans Guaranteed by the Company:
Loans receivable – principal, current, guaranteed by company	$	17		$	—		$	—		$	—		$	—
Loans receivable – principal, past due, guaranteed by company	4			—			—			—			—
Loans receivable – principal, total, guaranteed by company(1)	21			—			—			—			—
Loans receivable – finance charges, guaranteed by company(2)	4			—			—			—			—
Loans receivable – guaranteed by company	25			—			—			—			—
Liability for losses on loans receivable, guaranteed by company	(7)			—			—			—			—
Loans receivable, net, guaranteed by company(3)	$	18		$	—		$	—		$	—		$	—
Combined Loans Receivable(3):
Combined loans receivable – principal, current	$	372,085		$	466,140		$	501,552		$	457,259		$	477,721
Combined loans receivable – principal, past due	27,235			46,730			57,207			54,060			54,712
Combined loans receivable – principal	399,320			512,870			558,759			511,319			532,433
Combined loans receivable – finance charges	19,161			22,960			23,602			22,991			23,079
Combined loans receivable	$	418,481		$	535,830		$	582,361		$	534,310		$	555,512
Combined Loan Loss Reserve(3):
Allowance for loan losses on loans receivable, company owned(5)	$	(40,314)		$	(56,209)		$	(71,204)		$	—		$	—
Liability for losses on loans receivable, guaranteed by company	(7)			—			—			—			—
Combined loan loss reserve(5)	$	(40,321)		$	(56,209)		$	(71,204)		$	—		$	—
Combined loans receivable – principal, past due(3)	$	27,235		$	46,730		$	57,207		$	54,060		$	54,712
Combined loans receivable – principal(3)	399,320			512,870			558,759			511,319			532,433
Percentage past due(1)	7		%	9		%	10		%	11		%	10		%
Combined loan loss reserve as a percentage of combined loans receivable(3)(4)(5)	10		%	11		%	12		%	—		%	—		%
Allowance for loan losses as a percentage of loans receivable – company owned(5)	10		%	11		%	12		%	—		%	—		%
Fair value adjustment, combined loans receivable- principal(6)	$	51,078		$	50,036		$	57,184		$	49,844		$	53,438

Combined loans receivable at fair value(6)	469,559			585,866			639,545			584,154			608,950
Fair value as a percentage of combined loans receivable- principal(3)(6)	113		%	110		%	110		%	110		%	110		%

_________

(1)Represents loans originated by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements. The wind-down of the CSO program was completed in the third quarter of 2021.

(2)Represents finance charges earned by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements. The wind-down of the CSO program was completed in the third quarter of 2021.

(3)Non-GAAP measure

(4)Combined loan loss reserve as a percentage of combined loans receivable is determined using period-end balances.

(5)Effective January 1, 2022, upon the election to carry the loan portfolio at fair value, a combined loan loss reserve and allowance for loan losses is no longer required as a loan loss assumption has been included in the fair value assumptions for the loan portfolio.

(6)The periods of June 30, 2021 to December 31, 2021 include pro-forma adjustments reflecting the combined loans receivable at fair value consistent with a fair value methodology acceptable with U.S. GAAP.

COMPONENTS OF OUR RESULTS OF OPERATIONS

Revenues

Our revenues are composed of Rise finance charges and CSO fees (inclusive of finance charges attributable to the participation in Rise installment loans originated by FinWise Bank and CCB), cash advance fees attributable to the participation in Elastic lines of credit that we consolidate, finance charges and fee revenues related to the Today Card credit card product (inclusive of finance charges attributable to the participations in the credit card receivables originated by CCB), and marketing and licensing fees received from third-party lenders related to the Rise, Rise CSO, Elastic, and Today Card products. See “—Overview” above for further information on the structure of Elastic.

Cost of sales

Change in Fair value. Beginning January 1, 2022, we elected the fair value option for our loans receivable portfolio. As such, loans receivable are carried at fair value in the Condensed Consolidated Balance Sheets with changes in fair value recorded in the Condensed Consolidated Statements of Operations. To derive the fair value, we generally utilize discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the underlying assets. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that we believe a market participant would require.

Provision for loan losses. Prior to January 1, 2022, provision for loan losses consists of amounts charged against income during the period related to net charge-offs and the additional provision for loan losses needed to adjust the loan loss reserve to the appropriate amount at the end of each month based on our loan loss methodology.

Direct marketing costs. Direct marketing costs consist of online marketing costs such as sponsored search and advertising on social networking sites, and other marketing costs such as purchased television and radio advertising and direct mail print advertising. In addition, direct marketing cost includes affiliate costs paid to marketers in exchange for referrals of potential customers. All direct marketing costs are expensed as incurred.

Other cost of sales. Other cost of sales includes data verification costs associated with the underwriting of potential customers and automated clearing house (“ACH”) transaction costs associated with customer loan funding and payments.

Operating expenses

Operating expenses consist of compensation and benefits, professional services, selling and marketing, occupancy and equipment, depreciation and amortization as well as other miscellaneous expenses.

Compensation and benefits. Salaries and personnel-related costs, including benefits, bonuses and share-based compensation expense, comprise a majority of our operating expenses and these costs are driven by our number of employees.

Professional services. These operating expenses include costs associated with legal, accounting and auditing, recruiting and outsourced customer support and collections.

Selling and marketing. Selling and marketing costs include costs associated with the use of agencies that perform creative services and monitor and measure the performance of the various marketing channels. Selling and marketing costs also include the production costs associated with media advertisements that are expensed as incurred over the licensing or production period. These expenses do not include direct marketing costs incurred to acquire customers, which comprises CAC.

Occupancy and equipment. Occupancy and equipment include rent expense on our leased facilities, as well as telephony and web hosting expenses.

Depreciation and amortization. We capitalize all acquisitions of property and equipment of $500 or greater as well as certain software development costs. Costs incurred in the preliminary stages of software development are expensed. Costs incurred thereafter, including external direct costs of materials and services as well as payroll and payroll-related costs, are capitalized. Post-development costs are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets.

Other expense

Net interest expense. Net interest expense primarily includes the interest expense associated with the VPC Facility that funds the Rise installment loans, the ESPV Facility related to the Elastic lines of credit and related Elastic SPV entity, the EF SPV and EC SPV Facilities that fund Rise installment loans originated by FinWise Bank and CCB, respectively, the TSPV facility used to fund credit card receivable purchases, and the Pine Hill subordinated debt facility used to fund working capital. Interest expense also includes any amortization of deferred debt issuance cost and prepayment penalties incurred associated with the debt facilities.

Equity method investment gain or loss. Equity method investment loss includes our portion of the earnings or loss associated with an investment in an unconsolidated subsidiary beginning in the first quarter of 2022.

STATEMENTS OF OPERATIONS

The following table sets forth our condensed consolidated statements of operations data for each of the periods indicated.


	Three Months Ended June 30,				Six Months Ended June 30,
Condensed consolidated statements of operations data (Dollars in thousands)	2022		2021		2022		2021

Revenues	$	117,606	$	84,540	$	241,850	$	174,273
Cost of sales:
Change in fair value of loans receivable	61,456		—		145,615		—
Provision for loan losses	—		27,225		—		48,195
Direct marketing costs	7,828		10,564		14,054		14,947
Other cost of sales	3,163		2,905		6,045		4,952
Total cost of sales	72,447		40,694		165,714		68,094
Gross profit	45,159		43,846		76,136		106,179
Operating expenses:
Compensation and benefits	20,561		18,585		40,650		37,593
Professional services	6,433		8,659		13,392		15,738
Selling and marketing	1,120		710		1,929		1,243
Occupancy and equipment	6,186		5,289		12,059		10,245
Depreciation and amortization	4,720		4,552		8,481		9,795
Other	845		811		1,635		1,586
Total operating expenses	39,865		38,606		78,146		76,200
Operating income (loss)	5,294		5,240		(2,010)		29,979
Other expense:
Net interest expense	(12,126)		(8,567)		(24,296)		(17,353)
Equity method investment loss	(368)		—		(712)		—

Non-operating income	81		510		1,747		717
Total other expense	(12,413)		(8,057)		(23,261)		(16,636)
Income (loss) before taxes	(7,119)		(2,817)		(25,271)		13,343
Income tax expense (benefit)	(574)		228		(4,803)		3,672

Net income (loss)	$	(6,545)	$	(3,045)	$	(20,468)	$	9,671


	Three Months Ended June 30,				Six Months Ended June 30,
As a percentage of revenues	2022		2021		2022		2021
Revenues
Cost of sales:
Change in fair value of loans receivable	52	%	—	%	60	%	—	%
Provision for loan losses	—		32		—	%	28	%
Direct marketing costs	7		12		6		9
Other cost of sales	3		3		2		3
Total cost of sales	62		48		69		39
Gross profit	38		52		31		61
Operating expenses:
Compensation and benefits	17		22		17		22
Professional services	5		10		6		9
Selling and marketing	1		1		1		1
Occupancy and equipment	5		6		5		6
Depreciation and amortization	4		5		4		6
Other	1		1		1		1
Total operating expenses	34		46		32		44
Operating income (loss)	5		6		(1)		17
Other expense:
Net interest expense	(10)		(10)		(10)		(10)
Equity method investment loss	—		—		—		—

Non-operating income	—		1		1		—
Total other expense	(11)		(10)		(10)		(10)
Income (loss) before taxes	(6)		(3)		(10)		8
Income tax expense (benefit)	—		—		(2)		2

Net income (loss)	(6)	%	(4)	%	(8)	%	6	%

Comparison of the three months ended June 30, 2022 and 2021

Revenues


	Three Months Ended June 30,
	2022				2021				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Finance charges	$	116,162	99	%	$	83,714	99	%	$	32,448	39	%
Other	1,444		1		826		1		618		75
Revenues	$	117,606	100	%	$	84,540	100	%	$	33,066	39	%

Revenues increased by $33.1 million, or 39%, from $84.5 million for the three months ended June 30, 2021 to $117.6 million for the three months ended June 30, 2022. The increase in revenue is primarily attributable to higher average combined loans receivable-principal as we saw growth in all of our products year over year.

The tables below break out this change in revenue (including CSO fees and cash advance fees) by product:


	Three Months Ended June 30, 2022
	Rise			Elastic			Today
(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Average combined loans receivable – principal(2)	$	274,347		$	186,096		$	49,771		$	510,214
Effective APR	100		%	94		%	34		%	91		%
Finance charges	$	68,209		$	43,749		$	4,204		$	116,162
Other	125			114			1,205			1,444
Total revenue	$	68,334		$	43,863		$	5,409		$	117,606


	Three Months Ended June 30, 2021
	Rise(1)			Elastic			Today
(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Average combined loans receivable – principal(2)	$	204,625		$	133,629		$	17,726		$	355,980
Effective APR	100		%	95		%	29		%	94		%
Finance charges	$	50,834		$	31,618		$	1,262		$	83,714
Other	199			111			516			826
Total revenue	$	51,033		$	31,729		$	1,778		$	84,540

________

(1) Includes loans originated by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements.

(2) Average combined loans receivable - principal is calculated using daily Combined loans receivable – principal balances. Not a financial measure prepared in accordance with US GAAP. See reconciliation table accompanying this release for a reconciliation of non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with US GAAP.

Our average combined loans receivable-principal increased $154 million for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021. This increase in average balance is primarily due to the loan portfolio growth during the second half of 2021 and early 2022 in all three products and accounted for an approximately $35 million increase in revenue for the period. We expect loan growth to slow in the near term with our more cautious approach to growth due to the macroeconomic environment and the risk of softening credit in our portfolio. Our average APR declined from 94% for the three months ended June 30, 2021 to 91% for the three months ended June 30, 2022. This reduction in the effective APR is primarily due to the growth of Today Card, which has the lowest APR, relative to the total loan portfolio, as the average product APRs were either flat or slightly decreased from the prior year period. The mix of products within the overall lower effective APR reduced the increase in revenue for the period by approximately $3 million. We expect the overall effective APR of the loan portfolio to remain relatively flat going forward.

Cost of sales


	Three Months Ended June 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Cost of sales:
Change in fair value of loans receivable	$	61,456	52	%	$	—	—	%	$	61,456	—	%
Provision for loan losses	—		—		27,225		32		(27,225)		(100)
Direct marketing costs	7,828		7		10,564		12		(2,736)		(26)
Other cost of sales	3,163		3		2,905		3		258		9
Total cost of sales	$	72,447	62	%	$	40,694	48	%	$	31,753	78	%

Change in fair value of loans receivable. Change in fair value of loans receivable was $61.5 million for the three months ended June 30, 2022 as compared to $19.4 million on a pro-forma basis for the period ended June 30, 2021, representing an approximately 216% increase on a pro-forma basis.

The table below breaks out these changes by loan product:


	Three Months Ended June 30, 2022
	Rise			Elastic			Today
(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Net charge-offs(1)	$	42,981		$	17,025		$	5,044		$	65,050
Net change in fair value(1)	(2,594)			(1,444)			444			(3,594)
Total change in fair value of loans receivable	$	40,387		$	15,581		$	5,488		$	61,456

Net charge-offs as a percentage of revenues	63		%	39		%	93		%	55		%
Total change in fair value of loans receivable as a percentage of revenues	59		%	36		%	101		%	52		%
Percentage past due	11		%	6		%	19		%	10		%

_________

Total change in fair value of loans receivable for the three months ended June 30, 2022 and pro-forma three months ended June 30, 2021, was 52% and 23% of revenues, respectively, (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). Of the total change in fair value of loans receivable, net charge-offs as a percentage of revenues for the three months ended June 30, 2022 and 2021 were 55% and 31%, respectively. The increase in net charge-offs as a percentage of revenues is due to the growth in the loan portfolio during the second half of 2021 and early 2022, which included a higher mix of new customers that carry a higher overall loss rate, and the overall macroeconomic environment. The portfolio returned to the upper end of our targeted range of 45% to 55% as the portfolio matures with a mix of new and returning customers. In the near term, we expect our portfolio to perform at the upper end of our targeted range based on the current macroeconomic factors being observed in the economy. As we monitor the portfolio during the economic recovery resulting from COVID-19 and recent macroeconomic factors, we will continue to adjust our underwriting and credit policies to mitigate any potential negative impacts as needed. Long term, we would expect to see the portfolio return to our targeted range of 45-55% of revenue.

Net change in fair value as a percentage of revenue for the three months ended June 30, 2022 and pro-forma three months ended June 30, 2021was (3)% and (8)%, respectively, (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). The fair value premium of the combined loans receivable-principal portfolio was 10% at June 30, 2022 compared to pro-forma estimates of 13% at June 30, 2021 due to the composition of the portfolio with an increased mix of newly originated loans at June 30, 2022 as compared to a more mature portfolio at June 30, 2021 due to limited origination activity and significant paydowns experienced in the portfolio due to the effects of COVID-19.

Provision for loan losses. Provision for loan losses decreased by $27.2 million, or 100%, from $27.2 million for the three months ended June 30, 2021 to $0.0 million for the three months ended June 30, 2022 due to adoption of fair value effective January 1, 2022 and no longer having a requirement to recognize a loan loss provision and loan loss allowance subsequent to that date.

The tables below break out these changes by loan product for the prior year period:


	Three Months Ended June 30, 2021
	Rise			Elastic			Today
(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Combined loan loss reserve(1):
Beginning balance	$	26,592		$	10,749		$	1,818		$	39,159
Net charge-offs	(19,349)			(5,831)			(883)			(26,063)
Provision for loan losses	20,856			5,454			915			27,225

Ending balance	$	28,099		$	10,372		$	1,850		$	40,321
Combined loans receivable(1)(2)	$	244,389		$	152,605		$	21,487		$	418,481
Net charge-offs as a percentage of revenues	38		%	18		%	50		%	31		%
Combined loan loss reserve as a percentage of ending combined loans receivable	11		%	7		%	9		%	10		%
Provision for loan losses as a percentage of revenues	41		%	17		%	51		%	32		%

_________

(1) Not a financial measure prepared in accordance with US GAAP. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to the most directly comparable financial measure calculated in accordance with US GAAP.

(2) Includes loans originated by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements.

Total loan loss provision for the three months ended June 30, 2021, which was below our targeted range of approximately 45% to 55%, was 32%. Net charge-offs as a percentage of revenues for the three months ended June 30, 2021 was 31% due to reduced demand and limited origination activity in 2020 and early 2021 coupled with customers' receipt of monetary stimulus provided by the US government which allowed customers to continue making payments on their loans. The combined loan loss reserve as a percentage of combined loans receivable totaled 10% as of June 30, 2021. The lower historical combined loan loss reserve rate reflects the strong credit performance of the portfolio at June 30, 2021 due to the mature nature of the portfolio resulting from limited new loan origination activity in 2020 and the first half of 2021.

Direct marketing costs. Direct marketing costs decreased by $2.7 million, or 26%, from $10.6 million for the three months ended June 30, 2021 to $7.8 million for the three months ended June 30, 2022. In the second quarter of 2021, we had a return to a more normalized new customer acquisition in all three products as the economy began to recover from the COVID-19 pandemic and demand for the loan products returned, resulting in an increase in marketing activities. In the second quarter of 2022, we had a measured approach to growth, resulting in a decrease in overall marketing spend. For the three months ended June 30, 2022, the number of new customers acquired decreased to 25,710 compared to 38,986 during the three months ended June 30, 2021. Our CAC was higher in the second quarter of 2022 at $304 as compared to the second quarter of 2021 at $271 due to our more measured approach to growth. We believe our CAC in future quarters, and on an annual basis, will continue to be within or slightly above our target range of $250 to $300 as we continue to take a more cautious approach to growth during the second half of the year as we monitor the macroeconomic environment closely. Long term, we expect to return to our target rate of $250 to $300 as we optimize the efficiency of our marketing channels and continue to grow the Today Card which successfully generates new customers at a sub-$100 CAC.

Other cost of sales. Other cost of sales increased by $0.3 million, or 9%, from $2.9 million for the three months ended June 30, 2021 to $3.2 million for the three months ended June 30, 2022 due to increased servicing costs associated with the greater loan portfolio size.

Operating expenses


	Three Months Ended June 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Operating expenses:
Compensation and benefits	$	20,561	17	%	$	18,585	22	%	$	1,976	11	%
Professional services	6,433		5		8,659		10		(2,226)		(26)
Selling and marketing	1,120		1		710		1		410		58
Occupancy and equipment	6,186		5		5,289		6		897		17
Depreciation and amortization	4,720		4		4,552		5		168		4
Other	845		1		811		1		34		4
Total operating expenses	$	39,865	34	%	$	38,606	46	%	$	1,259	3	%

Compensation and benefits. Compensation and benefits increased by $2.0 million, or 11%, from $18.6 million for the three months ended June 30, 2021 to $20.6 million for the three months ended June 30, 2022 primarily due to increased salary expense.

Professional services. Professional services decreased by $2.2 million, or 26%, from $8.7 million for the three months ended June 30, 2021 to $6.4 million for the three months ended June 30, 2022 primarily due to decreased legal expense.

Selling and marketing. Selling and marketing increased by $0.4 million, or 58%, from $0.7 million for the three months ended June 30, 2021 to $1.1 million for the three months ended June 30, 2022 primarily due to increased marketing agency fees.

Occupancy and equipment. Occupancy and equipment increased by $0.9 million, or 17%, from $5.3 million for the three months ended June 30, 2021 to $6.2 million for the three months ended June 30, 2022 primarily due to increased web hosting and licensing expenses.

Depreciation and amortization. Depreciation and amortization increased by $0.2 million or 4% from $4.6 million for the three months ended June 30, 2021 to $4.7 million for the three months ended June 30, 2022 due to an increase in depreciation on internally-developed software.

Net interest expense


	Three Months Ended June 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Net interest expense	$	12,126	10	%	$	8,567	10	%	$	3,559	42	%

Net interest expense increased 42% during the three months ended June 30, 2022 as compared to the prior year period. Our average balance of notes payable outstanding under the debt facilities in the second quarter of 2022 increased $163.7 million from the second quarter of 2021 primarily due to new draws on debt facilities to fund loan portfolio growth. This year-over-year increase resulted in an increase in interest expense of approximately $4 million. In addition, our average effective interest rate on all notes payable outstanding, inclusive of funding facilities and sub-debt, has decreased from 10.0% for the three months ended June 30, 2021 to 9.6% for the three months ended June 30, 2022, resulting in a decrease in interest expense of approximately $0.4 million. At June 30, 2022, our effective cost of funds on new borrowings on our VPC facilities is 9%, with our overall effective cost of funds to remain flat or slightly increase as we continue to borrow on our debt facilities in the future.

The following table shows the effective cost of funds of each debt facility for the period:


	Three Months Ended June 30,
(Dollars in thousands)	2022			2021
VPC Facility
Average facility balance during the period	$	84,600		$	74,754
Net interest expense	2,031			1,854


Effective cost of funds	9.6		%	10.0		%


ESPV Facility
Average facility balance during the period	$	192,100		$	159,600
Net interest expense	4,717			4,060
Effective cost of funds	9.9		%	10.2		%

EF SPV Facility
Average facility balance during the period	$	125,190		77,492
Net interest expense	2,798			1,850
Effective cost of funds	9.0		%	9.6		%

EC SPV Facility
Average facility balance during the period	$	45,555		$	31,923
Net interest expense	1,066			803
Effective cost of funds	9.4		%	10.1		%

TSPV Facility
Average facility balance during the period	$	40,000		$	—
Net interest expense	761			—
Effective cost of funds	7.6		%	—		%

Pine Hill Facility
Average facility balance during the period	$	20,000		$	—
Net interest expense	753			—
Effective cost of funds	15.1		%	—		%

In October 2021, we entered into a new facility to fund the growth of the Today Card portfolio, the TSPV facility, and we have drawn $40 million as of June 30, 2022. In January 2022, we entered into a new $20 million facility for working capital purposes, the Pine Hill facility. As of June 30, 2022, we have drawn $20 million on the Pine Hill facility. On August 8, 2022, ESPV, EF SPV, and EC SPV entered into a credit agreement with Park Cities Asset Management, LLC for a $15 million term note. See Part II, Item 5 included in this report for more information.

Equity method investment loss

In January 2022, we made an investment in Swell, a new fintech company offering credit and banking solutions. We do not consolidate Swell and apply the equity method of accounting based on our ownership percentage. We recognized an equity method investment loss of $368 thousand for the three months ended June 30, 2022.

Non-operating income


	Three Months Ended June 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Non-operating income	$	81	—	%	$	510	1	%	$	(429)	(84)	%

We recognized a gain of $81 thousand on the space reduction related to our lease modification during the three months ended June 30, 2022. For the three months ended June 30, 2021, we received a partial recovery of the indemnification obligation paid related to a legal matter for a former executive of the company, resulting in non-operating income of $0.5 million.

Income tax expense (benefit)


	Three Months Ended June 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Income tax expense (benefit)	$	(574)	—	%	$	228	—	%	$	(802)	(352)	%

Our income tax expense (benefit) decreased $0.8 million, from an expense of $0.2 million for the three months ended June 30, 2021 to a tax benefit of $0.6 million for the three months ended June 30, 2022. Our effective tax rates for continuing operations for the three months ended June 30, 2022 and 2021, respectively, were 8.1% and (8.1)%, respectively. Our effective tax rate differed from the standard corporate federal income tax rate of 21% due to permanent non-deductible items and corporate state tax obligations in the states where we have lending activities.

Net loss


	Three Months Ended June 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Net loss	$	(6,545)	(6)	%	$	(3,045)	(4)	%	$	(3,500)	(115)	%

Our net loss increased $3.5 million or 115% from $3.0 million for the three months ended June 30, 2021 to $6.5 million for the three months ended June 30, 2022. On a pro-forma basis, we had net income of $3.5 million for the three months ended June 30, 2021 and a pro-forma decrease of approximately $10 million. The overall increase in net loss is primarily due to higher interest expense due to higher debt balances used to fund the loan portfolio growth experienced in the second half of 2021 and early 2022, partially offset by an increase in gross profit resulting from higher revenue partially offset by increased net charge-offs.

Comparison of the six months ended June 30, 2022 and 2021

Revenues


	Six Months Ended June 30,
	2022				2021				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Finance charges	$	238,914	99	%	$	172,937	99	%	$	65,977	38	%
Other	2,936		1		1,336		1		1,600		120
Revenues	$	241,850	100	%	$	174,273	100	%	$	67,577	39	%

Revenues increased by $67.6 million, or 39%, from $174.3 million for the six months ended June 30, 2021 to $241.9 million for the six months ended June 30, 2022. The increase in revenue is primarily attributable to higher average combined loans receivable-principal as we saw growth in all of our products year over year.

The tables below break out this change in revenue (including CSO fees and cash advance fees) by product:


	Six Months Ended June 30, 2022
	Rise			Elastic			Today
(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Average combined loans receivable – principal(2)	$	284,740		$	188,393		$	49,832		$	522,965
Effective APR	101		%	94		%	33		%	92		%
Finance charges	$	142,497		$	88,209		$	8,208		$	238,914
Other	213			191			2,532			2,936
Total revenue	$	142,710		$	88,400		$	10,740		$	241,850

	Six Months Ended June 30, 2021
	Rise(1)			Elastic			Today
(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Average combined loans receivable – principal(2)	$	211,115		$	140,309		$	15,941		$	367,365
Effective APR	100		%	95		%	30		%	95		%
Finance charges	$	104,576		$	65,988		$	2,373		$	172,937
Other	261			161			914			1,336
Total revenue	$	104,837		$	66,149		$	3,287		$	174,273

_________

(1) Includes loans originated by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements.

Our average combined loans receivable-principal increased $156 million for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021. This increase in average balance is primarily due to the loan portfolio growth during the second half of 2021 and early 2022 in all three products and accounted for an approximately $71 million of the increase in revenue for the period. We expect loan growth to slow in the near term with our more cautious approach to growth due to the macroeconomic environment and the risk of softening credit in our portfolio. Our average APR declined from 95% for the six months ended June 30, 2021 to 92% for the six months ended June 30, 2022. This reduction in the effective APR is primarily due to the growth of Today Card, which has the lowest APR, relative to the total loan portfolio, as the average product APRs were relatively unchanged from the prior year period. The mix of products within the overall lower effective APR reduced the increase in revenue for the period by approximately $5 million. We expect the overall effective APR of the loan portfolio to remain relatively flat going forward.

Cost of sales


	Six Months Ended June 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Cost of sales:
Change in fair value of loans receivable	$	145,615	60	%	$	—	—	%	$	145,615	—	%
Provision for loan losses	—		—		48,195		28		(48,195)		(100)
Direct marketing costs	14,054		6		14,947		9		(893)		(6)
Other cost of sales	6,045		2		4,952		3		1,093		22
Total cost of sales	$	165,714	69	%	$	68,094	39	%	$	97,620	143	%

Change in fair value of loans receivable. Change in fair value of loans receivable was $145.6 million for the six months ended June 30, 2022 as compared to $55.0 million on a pro-forma basis for the period ended June 30, 2021, representing a 165% increase on a pro-forma basis.

The table below breaks out these changes by loan product:


	Six Months Ended June 30, 2022
	Rise			Elastic			Today
(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Net charge-offs(1)	$	96,123		$	35,815		$	9,931		$	141,869
Net change in fair value(1)	1,328			892			1,526			3,746
Total change in fair value of loans receivable	$	97,451		$	36,707		$	11,457		$	145,615

Net charge-offs as a percentage of revenues	67		%	41		%	92		%	59		%
Total change in fair value of loans receivable as a percentage of revenues	68		%	42		%	107		%	60		%
Percentage past due	11		%	6		%	19		%	10		%

_________

Total change in fair value of loans receivable for the six months ended June 30, 2022 and pro-forma six months ended June 30, 2021, was 60% and 32% of revenues, respectively, (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). Of the total change in fair value of loans receivable, net charge-offs as a percentage of revenues for the six months ended June 30, 2022 and 2021 were 59% and 33%, respectively. The increase in net charge-offs as a percentage of revenues is due to the growth in the loan portfolio during the second half of 2021 and early 2022, which included a higher mix of new customers that carry a higher overall loss rate, and the macroeconomic environment. The portfolio is slightly above our target range of 45-55% of revenue for the six months ended June 30, 2022 due to higher losses incurred in the first quarter of the year associated with the higher mix of new loans in the portfolio. In the near term, we expect our portfolio to perform at the upper end of our targeted range based on the current macroeconomic factors being observed in the economy. We continue to see the portfolio return to our targeted range of 45% to 55% as the portfolio matures with a mix of new and returning customers. Long term, we would expect to see the portfolio return to our targeted range of 45-55% of revenue.

Net change in fair value as a percentage of revenue was 2% and (1)% for the six months ended June 30, 2022 and pro-forma six months ended June 30, 2021 due to the increase in loan portfolio growth during the second half of 2021 and early 2022 (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). The fair value premium of the combined loans receivable-principal portfolio was 10% at June 30, 2022 compared to pro-forma estimates of 13% at June 30, 2021 due to the composition of the portfolio with an increased mix of newly originated loans at June 30, 2022 as compared to a more mature portfolio at June 30, 2021 due to limited origination activity and significant paydowns experienced in the portfolio due to the effects of COVID-19.

Provision for loan losses. Provision for loan losses decreased by $48.2 million, or 100%, from $48.2 million for the six months ended June 30, 2021 to $0.0 million for the six months ended June 30, 2022 due to adoption of fair value effective January 1, 2022 and no longer having a requirement to recognize a loan loss provision and loan loss allowance subsequent to that date.


	Six Months Ended June 30, 2021
	Rise			Elastic			Today
(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Combined loan loss reserve(1):
Beginning balance	$	33,968		$	13,201		$	1,910		$	49,079
Net charge-offs	(42,023)			(13,374)			(1,556)			(56,953)
Provision for loan losses	36,154			10,545			1,496			48,195

Ending balance	$	28,099		$	10,372		$	1,850		$	40,321
Combined loans receivable(1)(2)	$	244,389		$	152,605		$	21,487		$	418,481
Net charge-offs as a percentage of revenues	40		%	20		%	47		%	33		%
Combined loan loss reserve as a percentage of ending combined loans receivable	11		%	7		%	9		%	10		%
Provision for loan losses as a percentage of revenues	34		%	16		%	46		%	28		%

_________

(2) Includes loans originated by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements.

Total loan loss provision for the six months ended June 30, 2021 was 28% of revenues, which was below our targeted range of 45% to 55%. For the six months ended June 30, 2021, net charge-offs as a percentage of revenues was 33% due to reduced demand and limited origination activity in 2020 and early 2021 coupled with customers' receipt of monetary stimulus provided by the US government which allowed customers to continue making payments on their loans. The combined loan loss reserve as a percentage of combined loans receivable totaled 10% as of June 30, 2021.The lower historical combined loan loss reserve rate reflects the strong credit performance of the portfolio at June 30, 2021 due to the mature nature of the portfolio resulting from limited new loan origination activity in 2020 and the first half of 2021.

Direct marketing costs. Direct marketing costs decreased by $0.9 million, or 6%, from $14.9 million for the six months ended June 30, 2021 to $14.1 million for the six months ended June 30, 2022 as we took a measured approach to growth during the second quarter of 2022. For the six months ended June 30, 2022, the number of new customers acquired decreased to 45,013 compared to 52,876 during the six months ended June 30, 2021. Our CAC was higher for the six months ended June 30, 2022 at $312 as compared to the six months ended June 30, 2021 at $283 due to a seasonal slowdown in demand experienced in the first quarter of 2022 coupled with a more measured approach to growth during the second quarter of 2022. We believe our CAC in future quarters will continue to remain within or slightly above our target range of $250 to $300 as we continue to take a more cautious approach to growth during the second half of the year as we monitor the macroeconomic environment closely. Long term, we would expect to return to our target range of $250 to $300 as we optimize the efficiency of our marketing channels and continue to grow the Today Card which successfully generates new customers at a sub-$100 CAC.

Other cost of sales. Other cost of sales increased by $1.1 million, or 22%, from $5.0 million for the six months ended June 30, 2021 to $6.0 million for the six months ended June 30, 2022 due to increased servicing costs associated with the greater loan portfolio size.

Operating expenses


	Six Months Ended June 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Operating expenses:
Compensation and benefits	$	40,650	17	%	$	37,593	22	%	$	3,057	8	%
Professional services	13,392		6		15,738		9		(2,346)		(15)
Selling and marketing	1,929		1		1,243		1		686		55
Occupancy and equipment	12,059		5		10,245		6		1,814		18
Depreciation and amortization	8,481		4		9,795		6		(1,314)		(13)
Other	1,635		1		1,586		1		49		3
Total operating expenses	$	78,146	32	%	$	76,200	44	%	$	1,946	3	%

Compensation and benefits. Compensation and benefits increased by $3.1 million, or 8%, from $37.6 million for the six months ended June 30, 2021 to $40.7 million for the six months ended June 30, 2022 primarily due to increased salary expense.

Professional services. Professional services decreased by $2.3 million, or 15%, from $15.7 million for the six months ended June 30, 2021 to $13.4 million for the six months ended June 30, 2022 primarily due to decreased legal expenses, partially offset by increased other outside services associated with a larger portfolio as compared to the prior year.

Selling and marketing. Selling and marketing increased $0.7 million from $1.2 million for the six months ended June 30, 2021 to $1.9 million for the six months ended June 30, 2022 primarily due to increased marketing agency fees.

Occupancy and equipment. Occupancy and equipment increased by $1.8 million, or 18%, from $10.2 million for the six months ended June 30, 2021 to $12.1 million for the six months ended June 30, 2022 primarily due to increased web hosting expense.

Depreciation and amortization. Depreciation and amortization decreased by $1.3 million, or 13%, from $9.8 million for the six months ended June 30, 2021 to $8.5 million for the six months ended June 30, 2022 primarily due to a decrease in depreciation expense and a decrease in amortization expense due to the acceleration of a board member's non-compete agreement of $0.6 million in 2021 which was not repeated in 2022.

Other. Other operating expenses was relatively flat year over year at $1.6 million for both the six months ended June 30, 2021 and the six months ended June 30, 2022.

Net interest expense


	Six Months Ended June 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Net interest expense	$	24,296	10	%	$	17,353	10	%	$	6,943	40	%

Net interest expense increased 40% during the six months ended June 30, 2022 as compared to the prior year period. Our average balance of notes payable outstanding under the debt facilities in the first six months of 2022 increased $169.8 million from the first six months of 2021 due to new draws on debt facilities to fund loan portfolio growth. This year-over-year increase resulted in an increase in interest expense of approximately $8 million. In addition, our average effective interest rate on all notes payable outstanding, inclusive of funding facilities and sub-debt decreased from 10.1% for the six months ended June 30, 2021 to 9.5% for the six months ended June 30, 2022, resulting in a decrease in interest expense of approximately $1 million. At June 30, 2022, our effective cost of funds on new borrowings on our VPC facilities is 9%, with our overall effective cost of funds to remain flat or slightly increase as we continue to borrow on our debt facilities in the future.

The following table shows the effective cost of funds of each debt facility for the period:


	Six Months Ended June 30,
(Dollars in thousands)	2022			2021
VPC Facility
Average facility balance during the period	$	84,600		$	81,717
Net interest expense	4,040			4,133


Effective cost of funds	9.6		%	10.2		%


ESPV Facility
Average facility balance during the period	$	192,100		$	160,261
Net interest expense	9,385			8,109
Effective cost of funds	9.9		%	10.2		%

EF SPV Facility
Average facility balance during the period	$	131,294		76,464
Net interest expense	5,841			3,633
Effective cost of funds	9.0		%	9.6		%

EC SPV Facility
Average facility balance during the period	$	50,390		$	29,254
Net interest expense	2,343			1,468
Effective cost of funds	9.4		%	10.1		%

TSPV Facility
Average facility balance during the period	$	39,685		—		%
Net interest expense	1,472			—		%
Effective cost of funds	7.5		%	—		%

Pine Hill Facility
Average facility balance during the period(1)	$	19,470		—		%
Net interest expense	1,215			—		%
Effective cost of funds	15.1		%	—		%

(1)Average facility balance from inception at January 31, 2022 to June 30, 2022.

In October 2021, we entered into a new facility to fund the growth of the Today Card portfolio, the TSPV facility, and we have drawn $40 million as of June 30, 2022. In January 2022, we entered into a new $20 million facility for working capital purposes, the Pine Hill facility. As of June 30, 2022 we have drawn $20 million on the Pine Hill facility. On August 8, 2022, ESPV, EF SPV, and EC SPV entered into a credit agreement with Park Cities Asset Management, LLC for a $15 million term note. See Part II, Item 5 included in this report for more information.

Equity method investment loss

In January 2022, we made an investment in Swell, a new fintech company offering credit and banking solutions. We do not consolidate Swell and apply the equity method of accounting based on our ownership percentage. We recognized an equity method investment loss of $0.7 million for the six months ended June 30, 2022.

Non-operating income


	Six Months Ended June 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Non-operating income	$	1,747	1	%	$	717	—	%	$	1,030	144	%

For the six months ended June 30, 2022, we had non-operating income of $1.7 million, primarily due to a $1.3 million gain related to intangibles and services contributed to an investment in an unconsolidated affiliate (Swell) and an approximately $0.4 million gain related to the change in value of our stock purchased as part of the legacy litigation settlement under a forward agreement. For the six months ended June 30, 2021, we received a partial recovery of an indemnification payment we made related to a lawsuit for $0.5 million and also recognized a gain on the sale of an intangible asset of $0.9 million, partially offset by an impairment loss related to a subleased asset of $0.7 million, resulting in non-operating income of $0.7 million.

Income tax expense (benefit)


	Six Months Ended June 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Income tax expense (benefit)	$	(4,803)	(2)	%	$	3,672	2	%	$	(8,475)	(231)	%

Our income tax expense (benefit) decreased $8.5 million, from an expense of $3.7 million for the six months ended June 30, 2021 to a tax benefit of $4.8 million for the six months ended June 30, 2022. Our effective tax rates for continuing operations for the six months ended June 30, 2022 and 2021, were 19.0% and 27.5%, respectively. Our effective tax rates are different from the standard corporate federal income tax rate of 21% due to permanent non-deductible items and corporate state tax obligations in the states where we have lending activities.

Net income (loss)


	Six Months Ended June 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Net income (loss)	$	(20,468)	(8)	%	$	9,671	6	%	$	(30,139)	(312)	%

Our loss of $20.5 million for the six months ended June 30, 2022 was down $30.1 million from net income of $9.7 million for the prior year period. On a pro-forma basis, net income for the six months ended June 30, 2021 was $4.5 million and a decrease of $25 million. The overall decrease is primarily due to a decrease in gross profit resulting from increased net charge-offs offset by higher revenue, as well as higher interest expense due to higher debt balances used to fund the loan portfolio growth experienced in the second half of 2021 and early 2022.

LIQUIDITY AND CAPITAL RESOURCES

As previously discussed, we are closely monitoring the impacts of the current macroeconomic environment across our business, including the resulting uncertainties around customer demand, credit performance of the loan portfolio, our levels of liquidity and our ongoing compliance with debt covenants. We had cash and cash equivalents available of $74 million as of June 30, 2022 compared to cash and cash equivalents available of $85 million as of December 31, 2021, a decrease of $11 million primarily due to the growth in the loan portfolio.

While the ultimate impact of the current economic environment on our business, financial condition, liquidity and results of operations is dependent on future developments which are highly uncertain, we believe that our actions taken to date, future cash provided by operating activities, availability under our debt facilities underlying the loan portfolios with VPC and Park Cities Asset Management, LLC ("PCAM"), access to additional subordinated debt financing and possibly the capital markets, as well as certain potential measures within our control that could be put in place to maintain a sound financial position and liquidity will provide adequate resources to fund our operating and financing needs. On August 8, 2022, ESPV, EF SPV, and EC SPV entered into a credit agreement with Park Cities Asset Management, LLC for a $15 million term note. See Part II, Item 5 included in this report for more information.

We are continuing to assess our minimum cash and liquidity requirements and implementing measures to ensure that our cash and liquidity position is maintained through the current economic cycle. We believe that our existing cash balances, together with the available borrowing capacity under the debt facilities, will be sufficient to meet our anticipated cash operating expense and capital expenditure requirements through at least the remainder of the year.

We principally rely on our working capital and our credit facilities with VPC and PCAM to fund the loans we make to our customers. At June 30, 2022, we had contractual obligations for our operating leases and long-term debt totaling $1.8 million for the remainder of 2022 and an additional $484 million in total due in the next two years. We are committed to pay approximately $20 million in the second half of 2022 as a result of the Think Finance litigation settlement, as described further in Note 11 - Commitments, Contingencies and Guarantees in the Notes to the Condensed Consolidated Financial Statements included in this report. If our loan growth or our credit losses exceeds our expectations or other unexpected liquidity needs arise, our available cash balances may be insufficient to satisfy our liquidity requirements, and we may seek additional equity or debt financing. This additional capital may not be available on reasonable terms, or at all.

Stock Repurchase Program

At June 30, 2022, we had an outstanding stock repurchase program authorized by our Board of Directors providing for the repurchase of up to $80 million of our common stock through July 31, 2024. During the first quarter of 2022 and as part of the settlement agreement related to the legacy litigation matters, we purchased 760.1 thousand common shares, roughly 2% of common shares outstanding at the beginning of the quarter, for a total of $2.0 million under our previously approved common stock repurchase program with $24.0 million available for further repurchases. As of June 30, 2022, we had repurchased approximately 36% of all common shares issued and outstanding since August 2019 under this common stock repurchase program.

The amended stock repurchase program provides that up to a maximum aggregate amount of $35 million shares may be repurchased in any given fiscal year. Repurchases will be made in accordance with applicable securities laws from time-to-time in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. The share repurchase program does not require the purchase of any minimum number of shares and may be implemented, modified, suspended or discontinued in whole or in part at any time without further notice. Any repurchased shares will be available for use in connection with equity plans and for other corporate purposes. We will continue to evaluate future purchases under the share repurchase plan as we continue to review our liquidity position to ensure that we have adequate cash balances to fund the expected loan portfolio growth and other cash requirements.

Cash and cash equivalents, restricted cash, loans receivable at fair value or net of allowance, and cash flows

The following table summarizes our cash and cash equivalents, restricted cash, loans receivable at fair value, loans receivable, net and cash flows for the periods indicated:


	As of and for the six months ended June 30,
(Dollars in thousands)		2022		2021
Cash and cash equivalents		$	73,960	$	105,782
Restricted cash		5,036		3,862
Loans receivable at fair value		608,950		—
Loans receivable, net		—		378,142
Cash provided by (used in):
Operating activities		86,228		66,687
Investing activities		(102,229)		(51,344)
Financing activities		4,145		(106,817)

Our cash and cash equivalents at June 30, 2022 were held primarily for working capital purposes. We may, from time to time, use excess cash and cash equivalents to fund our lending activities, paydown debt or repurchase stock. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediate working capital requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our excess cash is invested primarily in demand deposit accounts that are currently providing only a minimal return.

Net cash provided by operating activities

We generated $86.2 million in cash from our operating activities for the six months ended June 30, 2022. This was up approximately $19.5 million from the $66.7 million of cash provided by operating activities during the six months ended June 30, 2021 due to an increase in revenue realized for the six months ended June 30, 2022 resulting from an increased average loan portfolio as compared to the prior year.

Net cash used in investing activities

For the six months ended June 30, 2022 and 2021, cash used in investing activities was $102.2 million and $51.3 million, respectively. The increase was primarily due to an increase in net loans issued to customers, an increase in principal charge-offs, an investment in an unconsolidated affiliate, and increased purchases of property and equipment. The following table summarizes cash used in investing activities for the periods indicated:


	Six Months Ended June 30,
(Dollars in thousands)		2022		2021
Cash used in investing activities
Loans issued to consumers, less repayments		$	(83,962)	$	(42,905)
Participation premium paid		(2,700)		(2,126)
Purchases of property and equipment		(11,567)		(7,563)
Investment in unconsolidated affiliate		(4,000)		—
Proceeds from sale of intangible assets		—		1,250
		$	(102,229)	$	(51,344)

Net cash provided by (used in) financing activities

Cash flows from financing activities primarily include cash received from issuing notes payable, payments on notes payable, and activity related to stock awards. For the six months ended June 30, 2022 and 2021, cash provided by (used in) financing activities was $4.1 million and $(106.8) million, respectively. The following table summarizes cash used in financing activities for the periods indicated:


	Six Months Ended June 30,
(Dollars in thousands)		2022		2021
Cash provided by (used in) financing activities
Proceeds from issuance of Notes payable, net		$	35,500	$	25,000
Payments on Notes payable		(25,000)		(112,550)
Debt issuance costs paid		(255)		—
Principal payments on insurance premium financing		(329)		—
Common stock repurchased		(5,328)		(18,767)
Proceeds from stock option exercises		384		480
Taxes paid related to net share settlement		(827)		(980)
		$	4,145	$	(106,817)

The change in cash provided by (used in) financing activities for the six months ended June 30, 2022 versus the comparable period of 2021 was primarily due to a decrease in paydowns on our debt facilities, an increase in draws on our debt facilities, and a decrease in common stock repurchases.

Free Cash Flow

In addition to the above, we also review FCF when analyzing our cash flows from operations. We calculate free cash flow as cash flows from operating activities, adjusted for the principal loan net charge-offs and capital expenditures incurred during the period. While this is a non-GAAP measure, we believe it provides a useful presentation of cash flows derived from our core operating activities. The below tables provides a reconciliation of free cash flow to our cash flows from operations.


	Six Months Ended June 30,
(Dollars in thousands)		2022		2021
Net cash provided by operating activities(1)		$	86,228	$	66,687
Adjustments:
Net charge-offs – combined principal loans		(110,135)		(41,745)
Capital expenditures		(11,567)		(7,563)
FCF(2)		$	(35,474)	$	17,379

_________

(1)Net cash provided by operating activities includes net charge-offs – combined finance charges.

(2)FCF includes $17.2 million in cash payments associated with legal settlements for the six months ended June 30, 2022.

Our FCF was $(35.5) million for the six months ended June 30, 2022 compared to $17.4 million for the comparable prior year period. While our net cash provided by operating activities increased by $19.5 million, this was offset by an increase of $68.4 million in net charge-offs - combined principal loans and a $4.0 million increase in capital expenditures.

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

Debt Facilities

We have debt facilities to support the loans we make directly to our customers and the loan and credit card participations we, or our consolidated VIEs purchase from the third-party banks that license our brands. Each of these facilities have certain covenants for the Company overall, as well as certain covenants for the underlying product portfolios. All of our assets are pledged as collateral to secure one or more of the debt facilities.

See Note 5 - Notes Payable, Net in the Notes to the Condensed Consolidated Financial Statements included in this report for further information. See also Part II, Item 5 included in this report for information regarding the recent credit agreement with Park Cities.

The outstanding balances of notes payable as of June 30, 2022 and December 31, 2021 are as follows:


(Dollars in thousands)	June 30, 2022		December 31, 2021
US Term Note bearing interest at the base rate + 7.0%	$	84,600	$	84,600
ESPV Term Note bearing interest at the base rate + 7.0%	192,100		192,100
EF SPV Term Note bearing interest at the base rate + 7.0%	130,300		137,800
EC SPV Term Note bearing interest at the base rate + 7.0%	50,500		55,500
TSPV Term Note bearing interest at the base rate + 3.60%	40,000		37,000
Pine Hill Term Note bearing interest at the base rate + 13.25%	20,000		—
Total	$	517,500	$	507,000

The following table presents the future debt maturities as of June 30, 2022:


Year (dollars in thousands)	June 30, 2022
Remainder of 2022	$	—
2023	—
2024	477,500
2025	40,000
2026	—
Thereafter	—
Total	$	517,500

Other Commitments

We are a party to other contractual obligations involving commitments to make payments to third parties. These obligations may impact our short-term or long-term liquidity and capital resource needs. Our primary contractual obligations include our operating leases, loss contingencies for legal matters (including the approximately $20 million remaining payable pursuant to the Think Finance litigation settlement), and various compensation and benefit plans. See Note 7 - Leases, Note 8 - Share-based Compensation and Note 11 - Commitments, Contingencies in the Notes to the Condensed Consolidated Financial Statements included in this report for further information on our leases, loss contingencies and compensation plans, respectively.

OFF-BALANCE SHEET ARRANGEMENTS

We previously provide services in connection with installment loans originated by independent third-party lenders (“CSO lenders”) whereby we acted as a credit service organization/credit access business on behalf of consumers in accordance with applicable state laws through our “CSO program.” The CSO program included arranging loans with CSO lenders, assisting in the loan application, documentation and servicing processes. Under the CSO program, we guaranteed the repayment of a customer’s loan to the CSO lenders as part of the credit services we provided to the customer. As of September 30, 2021, the CSO program has completed its wind-down and the Company no longer has a guarantee under this program.

RECENT REGULATORY DEVELOPMENTS

Set forth below are regulatory developments since the filing of our quarterly report on Form 10-Q for the quarter ended March 31, 2022. See that report and our Annual Report on Form 10-K for additional information about prior regulatory developments that are currently impacting us or may impact us in the future.

Federal Regulations:

On August 31, 2021, the U.S. District Court for the Western District of Texas issued an order in Community Financial Services Association of America, LTD. v. Consumer Financial Protection Bureau, granting the Bureau's motion for summary judgment and staying the date for complying with the Consumer Financial Protection Bureau's ("CFPB") Rulemaking on Payday, Vehicle Title, and High-Cost Installment Loans for 286 days until June 13, 2022. On October 1, 2021, the trade groups appealed the Texas federal district court’s final judgment and argued that the compliance date should be 286 days after their appeal to the Fifth Circuit is resolved. On October 14, 2021, the Fifth Circuit Court of Appeals agreed to an extension of the compliance date until after resolution of the appeal. Oral arguments will be held May 9, 2022. Regardless of outcome of the appeal, it is anticipated that the rule will increase costs and create challenges in the Company's collection activities.

On April 26, 2022, the CFPB announced its intention to invoke its dormant authority to examine non-banks whose activities the CFPB has reasonable cause to determine pose risks to consumers. The CFPB clarified that this authority is not specific to any particular consumer financial product or service. While the procedural rule granting this authority has existed since 2013, the CFPB is clarifying its intent to invoke this authority. We intend to monitor this development closely.

State Privacy Laws: The California Consumer Privacy Act went into effect January 1, 2020, and enforcement by California’s Office of the Attorney General began July 1, 2020. The California Privacy Rights Act ("CPRA") ballot initiative passed in November 2020, and the California Privacy Protection Agency ("CPPA") released its draft regulations for the CPRA on May 27, 2022, in advance of the CPPA's June 8, 2022 meeting. The CPRA will go into effect January 1, 2023. Finalization of the regulations before the July 1, 2022 deadline is unlikely according to the CPPA, and whether this delay will impact the CPRA's enforcement date remains to be seen.

BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES

There have been no material changes from the Basis of Presentation and Critical Accounting Policies described in Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, except as follows:

Fair value measurements on consumer loans (Beginning January 1, 2022)

We adopted ASU 2016-13 and all related amendments effective January 1, 2022 and elected the fair value option provided by the transition relief of ASU 2019-05 on all loans receivable. We believe that electing the fair value method of accounting for the loans receivable aligns more closely with our portfolio decision making and better reflects the value of the loans receivable portfolio. We classify our fair value measurement techniques for the fair value disclosures associated with Loans receivable at fair value as Level 3 in accordance with ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”).

We use discounted cash flow analyses that factor estimated losses and prepayments over the estimated duration of the loans receivable. Future cash flows are discounted using a rate of return that we believe a market participant would require. Using historical data and consideration of recent trends, we determine loss and prepayment assumptions. We classify loans as either current or past due. An installment loan or line of credit customer in good standing may request a 16-day grace period when or before a payment becomes due and, if granted, the loan is considered current during the grace period. Credit card customers have a 25-day grace period for each payment. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. Credit cards are considered past due if the grace period has passed and the scheduled payment has not been made. An increase in past due loans is a consideration in the credit loss assumption as a significant increase in the percentage of past due loans may indicate a future increase in credit loss on the portfolio. Future cash flows are discounted using a rate of return that we believe a market participant would require.

Allowance and liability for estimated losses on consumer loans (Prior to January 1, 2022)

We previously had adopted Financial Accounting Standards Board (“FASB”) guidance for disclosures about the credit quality of financing receivables and the allowance for loan losses (“allowance”). We maintained an allowance for loan losses for loans and interest receivable for loans not classified as TDRs at a level estimated to be adequate to absorb credit losses inherent in the outstanding loans receivable. We primarily utilized historical loss rates by product, stratified by delinquency ranges, to determine the allowance, but we also considered recent collection and delinquency trends, as well as macroeconomic conditions that may affect portfolio losses. Additionally, due to the uncertainty of economic conditions and cash flow resources of our customers, the estimate of the allowance for loan losses was subject to change in the near term and could have significantly impact the condensed consolidated financial statements. If a loan was deemed to be uncollectible before it was fully reserved, it was charged-off at that time. For loans classified as TDRs, impairment was typically measured based on the present value of the expected future cash flows discounted at the original effective interest rate. We have elected to adopt the Current Expected Credit Losses ("CECL") model as of January 1, 2022, which requires a broader range of reasonable and supportable information to inform credit loss estimates. See "- Recently Issued Accounting Pronouncements And JOBS Act Election" for more information.

We classify loans as either current or past due. An installment loan or line of credit customer in good standing may request a 16-day grace period when or before a payment becomes due and, if granted, the loan is considered current during the grace period. Credit card customers have a 25-day grace period for each payment. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. Credit cards are considered past due if the grace period has passed and the scheduled payment has not been made. Increases in the allowance were created by recording a Provision for loan losses in the Condensed Consolidated Statements of Operations. Installment loans and lines of credit are charged off, which reduced the allowance, when they are over 60 days past due or earlier if deemed uncollectible. Credit cards are charged off, which reduced the allowance, when they are over 120 days past due or earlier if deemed uncollectible. Recoveries on losses previously charged to the allowance were credited to the allowance when collected.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS AND JOBS ACT ELECTION

Under the Jumpstart Our Business Startups Act (the “JOBS Act”), we meet the definition of an emerging growth company. We have irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

Recently Adopted Accounting Standards

See Note 1 in the Notes to the Condensed Consolidated Financial Statements included in this report for a discussion of recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss to future earnings, values or future cash flows that may result from changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, exchange rates, commodity prices, equity prices and other market changes. We are exposed to market risk related to changes in interest rates. We do not use derivative financial instruments for speculative or trading purposes, although in the future we may enter into interest rate hedging arrangements to manage the risks described below.

Interest rate sensitivity

Our cash and cash equivalents as of June 30, 2022 consisted of demand deposit accounts. Our primary exposure to market risk for our cash and cash equivalents is interest income sensitivity, which is affected by changes in the general level of interest rates. Given the currently low deposit interest rates, we generate only a de minimis amount of interest income from these deposits.

All of our customer loan portfolios are fixed APR loans and not variable in nature. Additionally, given the high APRs associated with these loans, we do not believe there is any interest rate sensitivity associated with our customer loan portfolio.

On February 1, 2019, the VPC and ESPV Facilities were amended and a new EF SPV Facility was added. As part of these amendments, the base interest rate on existing debt outstanding on February 1, 2019 was locked to the 3-month LIBOR as of February 1, 2019 of 2.73% until note maturity. Any additional borrowings on the facilities (excluding the 4th Tranche Term Note) after February 1, 2019 bear a base interest rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%) plus the applicable spread at the borrowing date. On July 31, 2020, the new EC SPV Facility was added which is tied to the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%, and does not have a rate lock. On October 12, 2021, the new TSPV Facility was added. The TSPV Facility does not have a rate lock and is based on the Wall Street Journal Prime Rate with a 3.25% floor. On January 28, 2022, the Pine Hill Facility was added which is tied to the Secured Overnight Financing Rate with a 1% floor and no rate lock.

Any increase in the base interest rate on future borrowings will result in an increase in our net interest expense. The outstanding balance of our VPC Facility at both June 30, 2022 and December 31, 2021 was $84.6 million. The outstanding balance of our ESPV Facility was $192.1 million at both June 30, 2022 and December 31, 2021. The outstanding balance of our EF SPV Facility was $130.3 million at June 30, 2022 and the balance at December 31, 2021 was $137.8 million. The outstanding balance of our EC SPV Facility was $50.5 million and $55.5 million at June 30, 2022 and December 31, 2021, respectively. The outstanding balance of our TSPV Facility was $40 million and $37 million at June 30, 2022 and December 31, 2021, respectively. The Pine Hill Facility had an outstanding balance of $20 million at June 30, 2022. Excluding the impact of the existing rate locks and based on the average outstanding indebtedness through the six months ended June 30, 2022, a 1% (100 basis points) increase in interest rates could have increased our interest expense by approximately $2.6 million for the period.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, from time to time, we have been and may be named as a defendant in various legal proceedings arising in connection with our business activities. We may also be involved, from time to time, in reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding our business (collectively, “regulatory matters”). We contest liability and/or the amount of damages as appropriate in each such pending matter. We do not anticipate that the ultimate liability, if any, arising out of any such pending matter will have a material effect on our financial condition, results of operations or cash flows. Our material legal proceedings are described in Part I, Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial Statements in Note 11, "Commitments, Contingencies and Guarantees" under the heading "Other Matters."

Item 1A. Risk Factors

Not applicable as we are a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Repurchases of Equity Securities

During the six months ended June 30, 2022, we repurchased $5.3 million of common shares under our outstanding stock repurchase program authorized by our Board of Directors. The stock repurchase program, as amended, provides for the repurchase of up to $80 million of our common stock through July 31, 2024 and up to a maximum aggregate amount of $35 million shares may be repurchased in any given fiscal year. Repurchases will be made in accordance with applicable securities laws from time-to-time in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. The share repurchase plan does not require the purchase of any minimum number of shares and may be implemented, modified, suspended or discontinued in whole or in part at any time without further notice. All repurchased shares may potentially be withheld for fulfillment of certain employee stock equity programs.

The following table provides information about our common stock repurchases during the quarter ended June 30, 2022.


Period	Total number of shares purchased (1)	Average price paid per share (2)		Total number of shares purchased as part of the publicly announced program	Approximate dollar value of shares that may yet be purchased under the program (2)
April 1, 2022 to April 30, 2022	36,309	$	3.07	—	$	25,972,942
May 1, 2022 to May 31, 2022	439,977	$	2.54	409,440	$	24,927,612
June 1, 2022 to June 30, 2022	350,689	$	2.72	350,689	$	23,973,632
Total	826,975	$	2.64	760,129

(1)During the quarter ended June 30, 2022, certain RSUs were net share-settled to cover the required withholding tax and the remaining amounts were converted into an equivalent number of shares of the Company's common stock. The Company withheld 66,846 shares for applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities during the quarter ended June 30, 2022.

(2)Includes fees and commissions associated with the shares repurchased.

Item 5. Other Information

On August 8, 2022, ESPV, EF SPV and EC SPV (the “Borrowers”), individually and collectively, entered into a credit agreement (the “Park Cities Credit Agreement”) with Park Cities Asset Management, LLC for a $15.0 million Term Note (the “Term Note”) which matures on March 31, 2024, at a base rate (defined as the greater of the Daily Simple Secured Overnight Financing Rate ("SOFR") or 1.5%) plus 13.25% per annum, with a maximum annual interest rate of 16.0%. A funding of $15.0 million on this agreement was made on August 8, 2022.

The Borrowers’ obligations under the Park Cities Credit Agreement and Term Note are secured by all of the Borrowers’ assets and are subordinated to the outstanding ESPV Term Note, EF SPV Term Note and EC SPV Term Note. The Park Cities Credit Agreement contains customary representations and warranties, covenants, and events of default. The covenants include minimum cash requirements and a minimum book value of equity requirement. There are also certain covenants for the product portfolio underlying the facility including, among other things, excess spread requirements, maximum roll rate and charge-off rate levels, and maximum loan-to-value ratios.

The above description of the Park Cities Credit Agreement is qualified in its entirety by reference to the full text of the Park Cities Credit Agreement, a copy of which will be filed with the Company's Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2022.

Item 6. Exhibits


Exhibit number			Description
10.1#			Second Amendment to Fifth Amended and Restated Financing Agreement, dated January 17, 2022, by and among Rise SPV, LLC as borrower, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto and Victory Park Management, LLC as administrative agent and collateral agent
10.2#			Third Amendment to Financing Agreement, dated January 17, 2022, by and among EF SPV, LTD. as borrower, the guarantors party thereto, the lenders park thereto and Victory Park Management, LLC as administrative agent and collateral agent
10.3#			First Amendment to Financing Agreement, dated January 17, 2022, by and among EC SPV, Ltd. as the borrower, the guarantors party thereto, the lenders party thereto and Victory Park Management, LLC as agent
10.4#			First Amendment of Financing Agreement, dated February 15, 2022, effective January 1, 2022, by and among Today SPV, LLC; Today Card, LLC; the Other Credit Parties; PCAM Credit XV, LLC; and Park Cities Asset Management, LLC
10.5+			Employment, Confidentiality and Non-Compete Agreement , dated May 4 , 2022 , by and between Steve Trussell and Elevate Credit Service, LLC
10.6			Third Amendment to Lease Agreement, dated May 19, 2022, by and between FLDR/TLC Overton Centre, L.P. and Elevate Credit Service, LLC
10.7			Omnibus Amendment, dated July 20, 2022, by and among the Borrowers party hereto, the Guarantors party hereto, and the Agents
10.8			Forms of Indemnification Agreements between the Registrant and each of its directors and its officers
31.1			Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended
31.2			Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended
32.1&			Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2&			Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			Inline XBRL Taxonomy Extension Schema Document.
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB			Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104			XBRL for cover page of the Company's Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.


#						Previously filed.

+						Indicates a management contract or compensatory plan.
&						This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.


		Elevate Credit, Inc.

Date:	August 9, 2022	By:	/s/ Jason Harvison
			Jason Harvison
			President & Chief Executive Officer (Principal Executive Officer)

Date:	August 9, 2022	By:	/s/ Steven A. Trussell
			Steven A. Trussell
			Chief Financial Officer (Principal Financial Officer)

Document

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of May 4, 2022 (the “Effective Date”), by and between Steve Trussell (“Employee”) and Elevate Credit Service, LLC, a Delaware limited liability company (“Company”). Employee and Company are each referred to individually herein as a “Party” and collectively as the “Parties.”

PRELIMINARY STATEMENTS

The Parties agree that this Agreement (and each of the covenants contained herein, including the noncompetition covenant) is a condition to, and a material inducement to, Company offering Employee employment.

Company desires to employ Employee upon the terms and conditions set forth in this Agreement, and Employee desires to accept such employment, upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, terms, provisions and conditions contained in this Agreement, the Parties agree as follows:

1.Defined Terms. Capitalized terms used but not otherwise defined herein shall have the following meanings:

1.1.“Cause” means one or more of the following:

1.1.1.Failure of Employee to be present for work and duties as set forth herein for ten (10) or more consecutive business days (except during vacation and periods of illness as set forth herein) without giving prior written notice to, and receiving approval of, the Board of Directors (“Board”) of Elevate Credit, Inc., a Delaware corporation (“EC”) for such absence;

1.1.2.Employee’s conviction for a felony offense or commission by Employee of any act abhorrent to the community that the Board considers materially damaging to or tending to discredit the reputation of Elevate Group, as defined below;

1.1.3.Dishonesty, fraud, willful misconduct, unlawful discrimination or theft on the part of Employee (whether within the workplace or elsewhere);

1.1.4.Employee’s using for his/her own benefit or the benefit of any third party any material, non-public information, Company Information of Elevate Group, or willfully or negligently disclosing any such information to third parties without the prior written consent of the Chief Executive Officer of EC or the Board, or;

1.1.5.Employee’s use, possession, or distribution of illegal substances or being under the influence of alcohol or illegal substances in the workplace. Employee may consume alcohol reasonably and responsibly, if he/she so chooses, at legitimate business events and functions where alcohol is legally available; or

1.1.6.The determination by the Board that Employee has continually failed or refused to perform the duties of Employee’s position in a satisfactory manner for a period of time not less than six months, in accordance with the policies, standards, regulations, instructions, or directions of Company as they currently exist or as they may be reasonably modified from time to time, or that Employee has violated any of his/her other obligations under this Agreement, after written notice of such failure or refusal and reasonable opportunity not less than a ten (10) day period during which the Employee will have the opportunity to cure the same.

1.2.“Change in Control” means:

1.2.1.A merger or consolidation involving EC as a consequence of which those persons who held all of the equity shares of EC immediately prior to such merger or consolidation do not hold either directly or indirectly a majority of the equity shares of EC (or, if applicable, the surviving company of such merger or consolidation) after the consummation of such merger or consolidation;

1.2.2.A transfer, in a single transaction or a series of related transactions of voting or beneficial control of a majority of EC’s then outstanding equity shares to persons who do not own prior to the transaction or series of transactions any equity interests of EC; or

1.2.3.The sale of all or substantially all of the assets of EC to any person or “group” of persons (other than to any person who owns a majority or more of the equity shares of EC, or to a subsidiary of EC, or to an entity whose equity interests are owned directly or indirectly either by EC or by any person who owns directly or indirectly a majority or more of the equity shares of EC); provided, however, that the following shall not be deemed a Change of Control:

A.mere incorporation of Company from its current limited liability company structure; or

B.a sale of Company or all or substantially all of the assets or outstanding equity securities of Company to, or any merger with, Think Finance, Inc., a Delaware corporation (“TF”), or any of its affiliates or subsidiaries.

1.3.“Change in Control Period” means the period in time that begins three (3) months prior to and ends twenty-four (24) months after a Change in Control, provided that the Change in Control constitutes a change in control event under Treasury Regulation Section 1.409A-3(i)(5)(i).

1.4.“Code” means EC’s Code of Business Conduct and Ethics Policy, a copy of which has been provided to Employee.

1.5.“Company Information” means all Trade Secrets, Know-How, and Confidential Information (recognizing that certain information and material will fall into multiple categories), including, without limitation, proposals, concepts, diagrams, models, ID’s or email addresses, client or projections and reports, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), software systems and processes and any information that is not readily available to the public, the information gathering techniques and processes of Elevate Group, internally created client lists and associated data and pricing arrangements, and strategic plans, financial and personnel records, but not including information that is intentionally disclosed to the general public by Elevate Group.

1.6.“Competing Business” means any person or entity that offers or provides technology, analytical, administrative or support services or any products that would compete with or displace any technology, analytical, administrative or support services or any products offered, sold, licensed or being developed by Elevate Group during Employee’s employment with Company, or any other activities so similar in nature or purpose to those offered by or engaged in by Elevate Group that they would displace business opportunities or customers of Elevate Group.

1.7.“Confidential Information” means all information acquired by Employee in the course and scope of his/her employment that is designated by Elevate Group as confidential or that Elevate Group indicates through its policies, procedures, or other instructions should not be disclosed to anyone outside Elevate Group except through controlled means. Confidential Information need not be a Trade Secret or Know-How to be protected under this Agreement.

1.8.“Covered Client and Customer” means any person or entity (clients and customers such as financial institutions or intermediaries, retailers, wholesalers and self-distribution chains) that (a) Elevate Group has provided services to (including, without limitation, any corporate office, headquarter, retail, or dedicated team services) and (b) Employee either had contact with, supervised employees who had contact with, or received proprietary information about within the last twenty-four (24)-month period that Employee was employed with Company.

1.9.“Disability.” For purposes of this Agreement, Employee will be deemed to have a “Disability” if, either (a) because of a physical or mental impairment, Employee is unable to perform the essential functions of Employee’s duties under this Agreement with or without reasonable accommodations for one hundred and twenty (120) consecutive days, or one hundred and eighty (180) total days during any twelve (12) month period or (b) Employee is determined to be disabled under any long-term disability insurance policy. The disability of Employee under the foregoing clause (a) will be determined based upon the examination of Employee by a medical doctor selected by written agreement of Company and Employee upon the request of either party by notice to the other. If Company and Employee cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will select a third medical doctor who will conduct the examination. The determination of the examining medical doctor selected will be binding on both parties. Employee must submit to a reasonable number of examinations by the examining medical doctor, and Employee hereby authorizes the disclosure and release to the examining medical doctor of all supporting medical records. If Employee is not legally competent, Employee’s legal guardian or duly authorized attorney-in-fact will act in Employee’s stead for purposes of this definition and under Section 3 to submit Employee to the examinations, and providing the authorization of disclosure, required under this definition.

1.10.“Elevate Group” means collectively, Company, EC, any affiliate or subsidiary of EC, and any of their respective successors and assigns, and reference to Elevate Group herein, may include all entities within Elevate Group or any one or more entities within Elevate Group.

1.11.“Employee Invention” means any idea, invention, technique, modification, process or improvement (whether patentable or not), any industrial design (whether registerable or not), any software, any mask work, however fixed or encoded, that is suitable to be fixed, embedded or programmed in a semiconductor product (whether recordable or not), and any work of authorship, publication (whether or not copyright protection may be obtained for it) created, conceived or developed by Employee, either solely or in conjunction with others (including Company, Elevate Group, and Employee’s other previous employers), during or before the Employment Period, or during a period that includes a portion of the Employment Period, that relates to the business then being conducted by Company or Company’s anticipated research or development and any such item created by Employee, either solely or in conjunction with others, following termination of Employee’s employment with Company that is based upon, contains, consists of or uses Company Information or otherwise results from any work performed by Employee for Company. Company will exclude any item from Employee Inventions that cannot be assigned under applicable law, provided however that Employee notifies Company of the existence of any such item within ninety (90) days of its creation by Employee.

1.12.“Employment Period” means the period of Employee’s employment under this Agreement, which begins on the Effective Date and ends on the effective date of Employee’s termination of employment for whatever reason under this Agreement.

1.13.“Good Reason” means:

1.13.1.A material reduction in Employee’s base salary or cash incentive bonus opportunity;

1.13.2.A material reduction in Employee’s duties, responsibilities or authority;

1.13.3.A requirement to relocate, except for office relocations that would not increase Employee’s one-way commuting distance by more than thirty-five (35) miles; or

1.13.4.A material violation by the Company of a material term of any agreement between Employee and the Company.

1.14.“Intellectual Property” means all compositions, articles of manufacture, processes, apparatus, and inventions; data, writings and other works of authorship (including, without limitation, software, protocols, rules, program codes, audiovisual effects created by program code, and documentation related thereto, drawings); mask works; and certain tangible items (including, without limitation, materials, samples, components, tools, and operating devices) related to Elevate Group’s business.

1.15.“Intellectual Property Rights” means patents, trademarks, copyrights, mask rights, Trade Secrets, and Know-How covering the Intellectual Property.

1.16.“Know-How” means all factual knowledge and information related to Elevate Group’s business which is not capable of precise, separate description but which, in accumulated form, after being acquired, gives to the one acquiring it the ability to produce and market something which one would otherwise not have known how to produce and market with the same accuracy or precision necessary for commercial success, provided, however, that such knowledge and information is not in the public domain or readily available to any third party other than a limited number of persons who have agreed to keep that information secret.

1.17.“Severance Period” means a period of time beginning on the first day after the end of the Employment Period and ending on the twelve (12)-month anniversary of the last day of the Employment Period.

1.18.“Trade Secrets” means all types of information, including business information, scientific, technical, economic, or engineering information, and any formula, design, prototype, pattern, plan, compilation, program device, program, code, device, method, technique, process, procedure, financial data, or list of actual or potential customers or suppliers, whether tangible or intangible and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, that provides Company and/or Elevate Group economic value and which is not generally known to competitors or other third parties.

2.Employee’s Duties.

2.1.Employment. Company hereby employs Employee, and Employee hereby accepts employment by Company, upon the terms and conditions set forth in this Agreement.

2.2.Duties. Employee will have such duties as are directed by the board or CEO of Company or Company’s designee (as designated by the board or CEO), and Employee will initially serve in the capacity and have the duties set forth in Schedule I attached hereto. Employee shall dedicate all of his or her time, skill, and attention to Elevate Group’s business during business hours, and during such other hours as may be reasonably necessary to fulfill his or her duties and responsibilities, with the exception of absences on account of illness or vacation in accordance with Company’s policies in effect from time to time. Employee agrees to remain loyal to Elevate Group, and not to engage in any conduct that creates a conflict of interest to or damages the reputation of Elevate Group. Employee understands that he/she will be placed in a position of special trust and confidence concerning the interests of Elevate Group. Unless prior written approval is obtained by Company’s Chief Human Resources Officer or the Chief Legal Officer, Employee will not during the term of this Agreement be engaged in any other business activity or serve as an employee, independent contractor, advisor or consultant to any other person, whether with respect to any Competing Business or any other business. Employee will work diligently to perform the duties of any position to which he/she is assigned in a reasonable, timely and professional manner, and shall comply with all applicable policies and rules of Company.

3.Employment Term; Termination; Compensation.

3.1.Term. Employee’s employment will commence on the Effective Date and will continue until terminated in accordance with this Agreement. The termination of Employee’s employment shall not affect any obligation that expressly extends beyond, or is not contingent upon, continued employment, including the covenants in Section 5.

3.2.Termination and Severance. Except as otherwise provided in this Section 3.2, the Employment Period, Employee’s Base Salary, Discretionary Bonus, and any and all other rights of Employee under this Agreement or otherwise as an employee of Company or its affiliates will terminate automatically upon, (a) the death of Employee; (b) the Disability of Employee; (c) termination with Cause; (d) termination without Cause; or (e) termination for Good Reason, as provided below. This Agreement does not supersede or otherwise effect any vested or otherwise guaranteed rights Employee has within and according to agreements related to Company’s 2014 Incentive Plan and/or 2016 Omnibus Incentive Plan. Accordingly, Employee’s employment may be terminated as follows:

3.2.1.Termination Related to a Change in Control. If Company terminates Employee’s employment without Cause (excluding death or Disability) or Employee terminates employment for Good Reason and either such termination occurs inside the Change in Control Period, then Company shall pay Employee severance pay in an amount equal to the base salary that would be payable to Employee over the Severance Period in equal installments as set forth in Section 3.3.1. Company shall pay Employee a one-time bonus equal to fifty percent (50%) of Employee's annual base salary; and Company shall pay Employee an amount equal to twelve (12) times the monthly premiums that Employee would be required to pay if Employee and Employee's eligible dependents then participating in the Company's group health insurance plan elected to continue their current level of healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, regardless of whether such election is made (the "Health Payment"). The Health Payment shall be paid in lump-sum with the Company's first regular payroll that occurs on or following the sixtieth (60th) day after termination. If employee terminates employment without Good Reason, then Employee will be entitled to receive Employee’s Base Salary through the date such termination is effective.

3.2.2.Termination without Cause by Company Unrelated to a Change in Control. If Company terminates Employee’s employment without Cause (excluding death or Disability or termination within a Change in Control period), then Company shall pay Employee severance pay in an amount equal to the base salary that would be payable to Employee over the Severance Period in equal installments as set forth in Section 3.3.1. Company shall pay Employee an amount equal to twelve (12) times the monthly premiums that Employee would be required to pay if Employee and Employee's eligible dependents then participating in the Company's group health insurance plan elected to continue their current level of healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, regardless of whether such election is made (the "Health Payment"). The Health Payment shall be paid in lump-sum with the Company's first regular payroll that occurs on or following the sixtieth (60th) day after termination. If employee terminates employment without Good Reason, then Employee will be entitled to receive Employee’s Base Salary through the date such termination is effective.

3.2.3.Termination with Cause. If Company terminates Employee’s employment with Company with Cause, then Company shall pay any base salary earned by Employee through the date of termination plus any other amounts required to be paid pursuant to applicable law. No severance pay shall be applicable.

3.2.4.Termination Upon Disability. If Employee’s employment is terminated by either Party as a result of Employee’s disability, then Employee will be entitled to receive (i) the Base Salary through the date on which such termination is effective and (ii) for one (1) year after such termination is effective, an amount (payable in monthly installments) equal to the difference between the Salary otherwise due to Employee if he had not been terminated and any cash payments made to Employee during such month under the applicable disability insurance plan of the Company.

3.2.5.Termination Upon Death. If Employee’s employment is terminated because of Employee’s death, Employee will be entitled to receive (i) the Base Salary through the date on which such termination is effective plus (ii) Employee’s Pro-Rated Bonus Amount, if any.

3.2.6.Benefits. Except as provided by COBRA, Employee’s accrual of, or participation in plans providing for, the Benefits will cease at the effective date of the termination of Employee’s employment under this Agreement for any reason, and Employee will be entitled to accrued Benefits pursuant to such plans only if and as provided in such plans. Employee will not receive, as part of Employee’s termination pay pursuant to this Section (3.2), any payment or other compensation for any sick leave, vacation, or other leave unused on the date the notice of termination is given under this Agreement or any portion of Employee’s annual bonus, if any.

3.2.7.Release. As a condition to Employee’s right to receive any payments from the Company pursuant to this Section (3.2), Employee agrees to execute a release of any and all claims, demands, losses, liabilities or obligations, known or unknown, relating in any way to Elevate Group or this Agreement, that Employee may now have or may claim to have against Elevate Group and such release will be in form and substance as are reasonably acceptable to Elevate Group.

3.2.8.Calculation of Pro-rations. For purposes of this Section 3.2, any pro-rations shall be calculated based upon the total number of months of completed service divided by twelve (12), with a full month being credited so long as Employee has worked at least fifteen (15) days during such month.

3.1.Compensation. Company shall provide Employee with compensation in the form of wages and benefits, subject to adjustment in the sole discretion of Company.

3.3.1.Base Salary. As compensation for services rendered under this Agreement, Employee shall be entitled to receive from Company an annual gross base salary of Four Hundred and Forty Thousand Dollars ($440,000), or such other amount as agreed to by the Parties from time to time. The Base Salary shall be earned and payable in equal periodic installments paid in accordance with Company’s payroll policies in effect from time to time, less all applicable withholding or taxes, and payable no less frequently than monthly. Employee authorizes Company to make any deductions from his or her compensation, including from the final paycheck, that are deemed necessary by Company to comply with state or federal laws on withholdings, to compensate for property not returned, or to recover any advances paid to Employee.

3.3.2.Discretionary Bonus. Employee shall be eligible for a bonus with a target value of Seventy (70) % of base salary or such other target value as agreed to by the Parties from time to time. Any bonus is discretionary and subject to ultimate determination by the Company. Furthermore, any bonus is not earned or accrued until paid and shall be paid less any applicable withholdings or taxes.

3.3.3.Paid Time Off. Employee shall be entitled to four weeks paid time off per year, which shall be pro-rated for partial years. Employee shall also be entitled to the holidays and other paid leave as set forth in Company’s policies in effect from time to time.

3.3.4.Employee Benefits. Employee shall be entitled during the Employment Period to participate in Company’s employee benefit plans that may be in effect from time to time, to the extent Employee is eligible under the terms of those plans (“Benefits”).

3.3.5.Restricted Stock Units (2022).

The Company shall grant an initial award of restricted stock units (RSUs), within ninety (90) business days of the execution of this Agreement, with a grant value of Five Hundred Thousand Dollars ($500,000) based on the fair value of Elevate common stock on the award date. The initial RSU Award granted in 2022 will follow a four (4)-year graded vesting schedule, where 25% of the units covered thereby will vest on each anniversary of the grant date, subject to Employee’s continued employment through the applicable vesting date. The 2022 RSU Award is subject to approval by the Board or the Compensation Committee of the Board.

3.3.6.Restricted Stock Units (2023).

Subject to Employee’s continued employment through the 2023 award date, Employee shall be entitled to RSUs for 2023 of Five Hundred Thousand Dollars ($500,000), issued on or before March 15, 2023, based on the fair value of Elevate common stock on the award date. Such 2023 RSUs shall follow a four (4)-year graded vesting schedule, with 25% of the units covered thereby vesting on each anniversary of the grant date, subject to Employee’s continued employment through the applicable vesting date. The 2023 RSU Award is subject to approval by the Board or the Compensation Committee of the Board.

3.3.7.Restricted Stock Units (2024).

Subject to Employee’s continued employment through the 2024 award date, Employee shall be entitled to RSUs for 2024 of Five Hundred Thousand Dollars ($500,000), issued on or before March 15, 2024, based on the fair value of Elevate common stock on the award date. Such 2024 RSUs shall follow a four (4)-year graded vesting schedule, with 25% of the units covered thereby vesting on each anniversary of the grant date, subject to Employee’s continued employment through the applicable vesting date. The 2024 RSU Award is subject to approval by the Board or the Compensation Committee of the Board.

3.3.8.Sign-On Bonus. The Company shall provide a sign on bonus to Employee of a not-to-exceed amount of $100,000, which shall be paid in two installments as follows: $50,000 after Employee completes thirty (30) days of employment with the Company and the remaining amount up to $50,000 paid after Employee provides evidence of cost incurred by Employee related to relocating to the Dallas/Fort Worth area. Employee agrees that if employment is voluntarily terminated by Employee, or if Employee is terminated for cause, prior to twenty-four months following the Effective Date, Employee shall repay to the Company the pro-rated portion of the sign-on bonus received. The amount that Employee must repay will be the amount received, net of any taxes paid, reduced by 1/24 for each month of employment.

4.Representations of Employee. Employee represents and warrants to Company that the execution and delivery by Employee of this Agreement does not, and the performance by Employee of Employee’s obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction or order of any court, arbitrator or governmental agency applicable to Employee; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which Employee is a party or by which Employee is or may be bound. Employee further represents and warrants to Company that Employee will not use, disclose, or otherwise rely upon any confidential information or trade secrets derived from any previous employment in the performance of his or her duties on behalf of Company. Further, Employee acknowledges that he or she has read and fully understands this Agreement, has had a reasonable opportunity to consider this Agreement and to seek legal counsel, and after such review, Employee stipulates that the promises made by him or her in this Agreement are not greater than necessary for the protection of Company’s goodwill, Company Information, and other legitimate business interests and do not create undue hardship for Employee or the public.

5.Employee Covenants. Employee acknowledges that: (a) during the Employment Period and as a part of Employee’s employment, Employee will be afforded access to Company Information; (b) public disclosure of such Company Information could have an adverse effect on Company, Elevate Group, and their businesses; (c) because Employee possesses substantial technical expertise and skill with respect to Company and Elevate Group’s business, Company desires to obtain exclusive ownership of each Employee Invention, and Company will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Employee Invention; and (d) the provisions of this Section (5) are reasonable and necessary to prevent the improper use or disclosure of Company Information and to provide Company with exclusive ownership of all Employee Inventions. Accordingly, in consideration of the compensation and benefits to be paid or provided to Employee by Company under this Agreement, including specialized training, Employee agrees that the following covenants are reasonable and necessary agreements for the protection of the business of the Elevate Group:

5.1.Confidentiality. In addition to the confidentiality obligations set forth in Company’s Employee Handbook and the Code, all of which Employee agrees to be bound by, during and following the Employment Period, Employee will hold in strict confidence the Company Information and will not disclose it to any person except with the specific prior written consent of Company or except as expressly permitted by this Agreement. Specifically, Employee shall not, directly or indirectly, participate in the unauthorized use, disclosure or conversion of any Company Information. Employee shall not use any Company Information for his/her sole benefit, or for the benefit of any competitor or in any other way that harms Elevate Group or diminishes the value of any Company Information. Employee shall also use the specialized training, goodwill and contacts developed with any customers and contractors of Elevate Group for the exclusive benefit of Elevate Group and shall not use these items in a way that would harm the business interests of Elevate Group.

5.1.1.The contractual provisions of this Agreement regarding Company Information are in addition to, and are not affected by, the Texas Uniform Trade Secrets Act (“TUTSA”) or any other applicable law. In addition to the contractual remedies provided in this Agreement, Company will be entitled to all of the protections and benefits under TUTSA, any applicable state trade secret law, and any other applicable law. Employee hereby waives any requirement that Company submit proof of any independent economic value of any Trade Secret.

5.1.2.None of the foregoing obligations and restrictions applies to any part of the Company Information that Employee demonstrates in full was or became generally available to the public other than as a result of a disclosure, omission or other act by Employee, whether direct or indirect.

5.1.3.Employee will not remove from Company’s premises (except to the extent such removal is for purposes of the performance of Employee’s duties at home or while traveling for the business of Company), any document, record, notebook, plan, model, component, device or computer software or code, whether embodied in a disk or in any other form owned by Company or any client of Company or Elevate Group (collectively, “Proprietary Items”). Employee recognizes that, as between Company and Employee, all of the Proprietary Items, whether or not developed by Employee, are the exclusive property of Company. Upon termination of Employee’s employment by either party, or upon the request of Company during the Employment Period, Employee will return to Company all Proprietary Items in Employee’s possession or subject to Employee’s control, and Employee will not retain any copies, abstracts, sketches or other physical embodiment of any Proprietary Item, except, only that Employee may retain copies of items reasonably necessary and appropriate to demonstrate Employee’s professional and managerial recommendations and opinion; provided, however, that such Proprietary Items will be used solely for the purpose of protecting Employee from liabilities and claims.

5.2.Employee Inventions; Intellectual Property Rights. Employee shall promptly inform and disclose to Company all Employee Inventions created or developed during the course of his/her employment with Company. Employee hereby agrees and acknowledges that all such Employee Inventions shall be the exclusive property of Company without any further action being required by any party to vest such rights in Company. During the Employment Period and as necessary thereafter, Employee shall assist Company to obtain, perfect and maintain all Intellectual Property Rights covering such Employee Inventions, and shall execute all documents and do all things necessary to obtain for Elevate Group all such Intellectual Property Rights for Elevate Group. If it is determined that any such works are not works made for hire, Employee hereby assigns, and agrees to assign, to Company or its designee all right, title, and interest in and to all Employee Inventions and Intellectual Property Rights for the United States and all foreign jurisdictions covered by the foregoing that Employee may now own or may own at any time during his/her employment with Company, and without additional compensation.

5.3.Prior Works/Rights. Employee represents and acknowledges that no works relating to or incorporating any Employee Invention or covered by intellectual property rights existed prior to the Effective Date that are owned by Employee or licensable to Elevate Group by Employee, or in which Employee has any other interest (collectively, the “Prior Works”) that have not been assigned or licensed to Company. If any such Prior Works are incorporated into any Elevate Groups’ product, service or process contrary to this representation so that Company is unable to use the Prior Works as contemplated by Elevate Group without infringing such intellectual property rights, then Employee hereby grants a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to Company to make, have made, use, sell, offer to sell, license, import or otherwise commercially exploit such Prior Works as part of or in connection with Elevate Group’s products and/or services.

5.4.Disputes or Controversies. Employee recognizes that should a dispute or controversy arising from or relating to this Agreement be submitted for adjudication to any court, arbitration panel, or other third party, the preservation of the secrecy of Company Information may be jeopardized. All pleadings, documents, testimony and records relating to any such adjudication will be maintained in secrecy and will be available, to the extent that such information may be subject to discovery under the applicable rules of civil procedure, for inspection, only if Employee and his or her respective attorneys and experts, agree, in advance and in writing, to receive and maintain all such information in secrecy and, to the extent filed in state or federal court, under seal, except as may be otherwise agreed by Company in writing or otherwise ordered by a court of competent jurisdiction.

5.5.Recordkeeping and Handling of Covered Items. Employee shall keep and maintain current written records of all customer contacts, inventions, enhancement, and plans he/she develops regarding matters that are within the scope of the business operations or that relate to any research and development on behalf of Elevate Group and agrees to maintain any records necessary to inform Company of such business opportunities. All Company Information and other documents and materials maintained or entrusted to Employee by Elevate Group shall remain the exclusive property of Elevate Group at all times; such materials shall, together with all copies thereof, be returned and delivered to Company by Employee immediately without demand, upon the termination of Employee’s employment with Company, and shall be returned at a prior time if Company so demands.

5.6.Restriction on Interfering with Personnel Relationships. For a period of twenty-four (24) months following the termination of Employee’s employment with Company, Employee will not, either directly or indirectly, whether for Employee’s own account or the account of any other person, solicit, recruit, or hire any employees, agents, or independent contractors of Elevate Group, or in any manner encourage, assist or attempt to induce, solicit, recruit, or hire any employees, agents or independent contractors of Elevate Group to terminate their relationship with Elevate Group.

5.7.Restriction on Interfering with Other Relationships. Employee agrees that during employment with Company, Employee will not induce or attempt to induce any Covered Client or Customer to diminish, curtail, divert or cancel its business relationship with Elevate Group. Employee further covenants and agrees that, for a period of twelve (12) months following the termination of Employee’s employment with Company, Employee will not, directly or indirectly, whether for Employee’s own account or the account of any other person, service, call on, solicit, divert or take away, any Covered Clients or Customers of Elevate Group.

5.8.Restriction on Unfair Competition. For twelve (12) months following termination of Employee’s employment with Company, Employee will not, directly or indirectly (e.g. through an entity in which Employee holds financial interests), either as a proprietor, shareholder, director, officer, employer, manager, consultant, agent, employee, independent contractor, principal, partner, member, lender, trustee, stockholder (other than as an owner of less than five percent (5%) of the securities of a publicly held corporation traded on a nationally or internationally recognized stock exchange or the NASDAQ system) or in any other capacity, engage or participate in, work for, supervise, assist, have an interest in, or consult with any Competing Business. This restriction will only be enforced if the above relationships would cause substantial harm to the Company. This restriction is limited to the United States, the United Kingdom, and any other country in which Elevate Group has operations at the time of termination, which the Parties stipulate is a reasonable geographic area because of the scope of the operations of Elevate Group and Employee’s activities throughout these areas. This Section (5.8) and Section 5.11 create a narrowly tailored advance approval mechanism in order to avoid unfair competition and irreparable harm to Elevate Group and Employee acknowledges and agrees that this provision is not an unreasonable restraint on engaging in a lawful profession. Nothing herein will prohibit ownership of less than ten percent (10%) of the publicly traded capital stock of a corporation so long as this is not a controlling interest, or ownership of mutual fund investments. Employee may not avoid the purpose or intent of this Section (5.8) by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence; computer generated or assisted communications, or other similar methods.

5.9.Obligations Contingent on Performance. It is specifically understood that if Employee breaches the covenants in Section 5, then Employee will return any payments if any, made to Employee during the Severance Period and Company will be under no further obligation to make further payments, if any, to Employee during such Severance Period.

5.10.Remedies. Employee acknowledges that the injury that would be suffered by Company or Elevate Group as a result of a breach of Section 5 would be irreparable and that an award of monetary damages to Company or Elevate Group for such a breach would be an inadequate remedy. In the event of breach or threatened breach by Employee of any his or her restrictive covenants, Company and/or Elevate Group shall be entitled to (i) injunctive relief by temporary restraining order, temporary injunction and/or permanent injunction, (ii) recovery of all attorneys’ fees and costs incurred by Company and/or Elevate Group in obtaining such relief and (iii) any other legal and equitable relief to which may be entitled including, without limitation, any and all monetary damages which Company and/or Elevate Group may incur as a result of said breach or threatened breach. An agreed amount for the bond to be posted if an injunction is sought by Company and/or Elevate Group is One Thousand Dollars ($1,000.00). Company and/or Elevate Group may pursue any remedy available, including declaratory relief, concurrently or consecutively in any order as to any breach, violation, or threatened breach or violation, and the pursuit of one such remedy at any time will not be deemed an election of remedies or waiver of the right to pursue any other remedy. Elevate Group is an express third-party beneficiary of this Agreement with the right to enforce its terms against Employee as if Elevate Group were a direct party to this Agreement. The existence of any claim or cause of action of Employee against Company whether predicated on this Agreement or otherwise shall not constitute a defense to Company’s enforcement of any covenant under this Agreement.

5.11.Early Resolution Conference. This Agreement is understood to be clear and enforceable as written and is executed by both Parties. However, if Employee later challenges any provision as unclear, unenforceable, or inapplicable to any competitive activity that Employee intends to engage in with respect to a Competing Business, then Employee will first notify Company in writing and meet with a Company representative and a neutral mediator (if Company elects to retain one at its expense) to discuss resolution of any disputes between the Parties. Employee will provide this notification at least fourteen (14) days before Employee engages in any activity on behalf of a Competing Business or engages in other activity that could foreseeably fall within a questioned restriction. The failure to comply with this requirement shall waive Employee’s right to challenge the reasonable scope, clarity, applicability or enforceability of this Agreement and its restrictions at a later time. All rights of the Parties will be preserved if the requirements of this Section 5.11 are complied with even if no agreement is reached in the conference.

5.12.Tolling. The time periods provided for in each of Employee’s covenants shall be extended by one (1) day for each day Employee failed to comply with the corresponding restriction at issue.

5.13.Non-Disparagement. Employee shall not make any disparaging remarks about Elevate Group, its business, products and services, or any of its officers, directors or employees, whether in writing, verbally, or on any online forum.

6.Carve Out Clause. Notwithstanding any other provision in this Agreement:

6.1.Nothing in this Agreement shall be interpreted or deemed to prohibit, restrict or limit Employee’s whistleblower rights or other protections as set forth in the Code, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation or that otherwise protect communications from retaliation;

6.2.Nothing in this Agreement restricts Employee from initiating communications with, responding to any inquiry from, or providing testimony before the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Environmental Protection Agency, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the Department of Labor, the Congress, any agency Inspector General, any other self-regulatory organization, or any other state or federal regulatory authority without the prior consent of Company;

6.3.Parties do not need prior authorization of other Parties to make any such reports or disclosures, and Parties are not required to notify other Parties that have made such reports or disclosures. Additionally, nothing in this Agreement prohibits any Party from recovering monetary relief under any whistleblower provisions of federal law or regulation; and

6.4.The Parties are hereby notified that 18 U.S.C. § 1833(b) states as follows:

A.An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a Trade Secret that: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

B.Accordingly, notwithstanding anything to the contrary in this Agreement, the Parties understand that they have the right to disclose in confidence Trade Secrets to Federal, State, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The Parties understand that they also have the right to disclose Trade Secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. The Parties understand and acknowledge that nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of Trade Secrets that are expressly allowed by 18 U.S.C. § 1833(b).

7.Miscellaneous.

7.1.Survival. Sections 3, 5 and 6 shall survive the termination of Employee’s employment with Company. All warranties likewise survive the termination or expiration of this Agreement. In addition, every other provision that by its terms is intended to survive termination or expiration of this Agreement shall do so.

7.2.Binding Effect; Merger or Acquisition Disposition; Assignment. This Agreement will inure to the benefit of, and will be binding upon, the Parties and their respective successors, assigns, heirs and legal representatives. Further, this Agreement is expressly assignable by Company without the consent of Employee, including if Company or Elevate Group consolidates, merges into another entity, or transfers all or substantially all of its assets or operations to another entity, or otherwise divides its assets or operations among a number of entities, then this Agreement shall continue in full force and effect with regard to the surviving entity and may be assigned by Company. Employee’s obligations under this Agreement are personal in nature and may not be assigned by Employee to another person or entity.

7.3.Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed to have been delivered on the date personally delivered or on the date deposited in a receptacle maintained by the United States Postal Service for such purpose, postage prepaid, by certified mail, return receipt requested, or by express mail addressed to the address indicated under the signature block for that Party provided below. Either Party may designate a different address by providing written notice of a new address to the other Party.

7.4.Severability. If any provision of this Agreement is determined to be void, illegal or enforceable, in whole or in part, then the other provisions shall remain in full force and effect as if the provision that was determined to be void, illegal, of unenforceable had not been contained herein. If any of Employee’s restrictive covenants contained herein is deemed unenforceable as written, then the Parties expressly authorize the court or arbitrator to revise, delete, or add to such restrictive covenant to the extent necessary to enforce the intent of the Parties and to effectively protect Elevate Groups’ goodwill, Company Information and other business interests.

7.5.Waiver, Construction, Modification and Integration. The waiver by a Party of any breach of this Agreement shall not operate or be construed as a waiver of any subsequent breach by such Party. This instrument contains the entire agreement of the Parties concerning the matters covered in it and supersedes all prior agreements and understandings, oral or written, between the Parties regarding the subject matter hereof. Except as otherwise provided for herein with respect to revisions by court order or arbitrator, this Agreement may not be modified, altered or amended except by a written amendment or restated and amended agreement of both Parties.

7.6.Governing Law and Venue. This Agreement shall be governed and construed in accordance with the laws of the State of Texas, excluding that State’s choice-of-law principles, and all claims relating to or arising out of the Agreement, whether sounding in contract, tort or otherwise, shall likewise be governed by and construed in accordance with the laws of the State of Texas, excluding that State’s choice-of-law principles. It is stipulated that Texas has a compelling state interest in the subject matter of this Agreement and that Employee has or will have regular contact with Texas in the performance of this Agreement. If either Party brings against the other Party any proceeding arising under, in connection with, or related to any matter which is the subject of this Agreement, to the extent permitted under the terms of Section 7.8, that Party may bring that proceeding exclusively in the state or federal district court of Texas sitting in Tarrant County, and each party hereby submits to the exclusive jurisdiction of that court for purposes of any such proceeding.

7.7.Attorneys’ Fees. In the event of any dispute relating to this Agreement, the successful Party in any litigation or arbitration shall be entitled to recover its reasonable attorney’s fees or other costs incurred from the other Party.

7.8.Mandatory Arbitration. If any claim, complaint, or dispute arises out of or relates in any way to the Parties’ employment relationship or this Agreement, whether based in contract, tort, federal, state, or municipal statute, fraud, misrepresentation, or any other legal theory, then the Parties shall submit their dispute to mandatory binding arbitration under the authority of the Federal Arbitration Act; provided, however, that Company and/or Elevate Group may pursue a temporary restraining order and/or preliminary injunctive relief in accordance with Section 5.10, with related expedited discovery for the Parties, in a court of law, and, thereafter, may require arbitration of all issues of final relief. This Section 7.8 does not prohibit Employee from filing or cooperating in a charge before a federal administrative agency without pursuing private litigation. Insured workers compensation claims (other than wrongful discharge claims) and claims for unemployment insurance are excluded from arbitration under this Section 7.8. The arbitration will be conducted by the American Arbitration Association, or another, mutually agreeable, arbitration service in accordance with the American Arbitration Association’s or such other arbitration service’s employment dispute resolution rules or other mutually agreeable, arbitration service rules. The arbitrator(s) shall be duly licensed to practice law in the State of Texas and will apply the substantive law of the state of Texas or federal law. Each Party will be allowed at least one deposition. Company will pay the arbitration costs and arbitrator’s fees beyond Five Hundred Dollars ($500), subject to a final arbitration award on who should bear costs and fees. All proceedings shall be conducted in Fort Worth, Texas, or other mutually agreeable site. Company will reimburse Employee for reasonable travel expenses for Employee and his/her legal counsel to attend the arbitration in Fort Worth if necessary. The arbitrator(s) shall be required to state in a written opinion all facts and conclusions of law relied upon to support any decision rendered. Within ten (10) days of the arbitration, the arbitrator will issue a written decision and award (if any) stating the reasons for the decisions and award. The decision will be exclusive, final, and binding on the parties, their heirs, executors, administrators, successors, and assigns. The arbitration decision may be entered and enforced in any court of competent jurisdiction. The duty to arbitrate described above shall survive the termination of this Agreement. Nothing in this provision shall preclude Parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. The Parties understand and fully agree that, except as otherwise provided above they are giving up their constitutional right to have a trial by jury and are giving up their normal rights of appeal following the rendering of the arbitrator’s award except as applicable law provides for judicial review of arbitration proceedings.

7.9.Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or .pdf) for the convenience of the parties hereto, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(Signatures begin on next page)

IN WITNESS WHEREOF, the Parties agree to the terms and conditions of this Agreement and execute this Agreement to be effective as of the Effective Date, regardless of the actual date of execution.


EMPLOYER: ELEVATE CREDIT SERVICE, LLC __/s/ Sarah Fagin Cutrona_____________________ Sarah Fagin Cutrona, Chief Counsel Address: 4150 International Plaza, Ste. 300 Fort Worth, TX 76109			EMPLOYEE: ___/s/ Steve Trussell____________________________ Signature _____Steve Trussell___________________________ Printed Name Address ________________________________________ ________________________________________

SCHEDULE I

Title: Chief Financial Officer

Duties:

Employee’s position is an executive position. Employee may be required to travel extensively for Company and Elevate Group. Employee will provide management services on behalf of Company and such other duties as directed by Company’s board, managers or designee, from time to time and are generally expected to include those appropriate for Employee’s position. Employee’s duties are further understood to include one or more of the following: (a) developing goodwill for the benefit of Elevate Group; (b) assisting in development of strategies and other intellectual property; and (c) helping to identify business opportunities for Elevate Group. The specific position(s) and duties assigned to Employee may be altered by Company in its sole discretion.

Document

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. SUCH PORTIONS ARE MARKED AS INDICATED WITH BRACKETS (“[***]”) BELOW.

THIRD AMENDMENT TO LEASE AGREEMENT

This THIRD AMENDMENT TO LEASE AGREEMENT (this “Third Amendment”) is executed to be effective as of the 19 day of May , 2022 (the "Third Amendment Effective Date") by and between FLDR/TLC OVERTON CENTRE, L.P., a Texas limited partnership (“Landlord”), and ELEVATE CREDIT SERVICE, LLC, a Delaware limited liability company (“Tenant”).

RECITALS

A.Landlord and Tenant entered into that certain Lease Agreement dated July 13, 2016 for certain premises consisting of approximately 62,752 square feet of Rentable Space (the “Premises”) designated as Suite Nos. 200, 300, 700, and 820/850 within the building located at 4150 International Plaza, City of Fort Worth, Tarrant County, Texas and known as Overton Centre I (“Tower I”).

B.Landlord and Tenant entered into that certain First Amendment to Lease Agreement dated August 31, 2018 (the “First Amendment”), pursuant to which Tenant leased the approximately 21,068 square feet of Rentable Space designated as Suite 400 on the fourth floor of Tower I on a short term basis.

C.Landlord and Tenant entered into that certain Second Amendment to Lease Agreement dated December 3, 2018 (the “Second Amendment”), pursuant to which the Premises were expanded to include the approximately 21,068 square feet of Rentable Space designated as Suite 400 on the fourth floor of Tower I to be a total of approximately 94,979 square feet of Rentable Space.

D.The July 13, 2016 Lease Agreement, as amended by the First Amendment and the Second Amendment, is collectively referred to in this Third Amendment as the “Lease”.

E.Landlord and Tenant desire to further amend the Lease upon the conditions hereinafter set forth.

AGREEMENT

NOW THEREFORE, for and in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.Definitions. All terms appearing herein having their first letter capitalized and not otherwise defined shall have the respective meanings set forth in the Lease.

2.Reduction of Premises. The Lease is hereby amended to provide that as of May 1, 2022, the Premises shall be reduced by approximately 20,995 square feet of Rentable Space designated as Suite 200 (“Suite 200”) as shown on Exhibit “A” attached hereto. From and after May 1, 2022, all references in the Lease to the “Premises” shall mean the approximately 73,984 square feet of Rentable Space in Tower I, comprised of Suite 300, Suite 400, Suite 700, and Suite 820/850. Tenant shall have no further rights to any Expansion Space Tenant’s Allowance (as defined in the Second Amendment) or Second Amendment Tenant’s Allowance (as defined in the Second Amendment) applicable to Suite 200. Tenant shall surrender Suite 200 to Landlord within seven (7)days of the Third Amendment Effective Date in broom clean condition, with all of Tenant’s furniture, fixtures, equipment, and other moveable personal property removed therefrom.

3.Lease Term. The Lease Term for the Premises shall be extended an additional eighty- six (86) months, commencing October 1, 2023 to expire at 11:59 Central time on November 30, 2030 (“Third Amendment Extension Term”).

4.Base Rental for Third Amendment Extension Term. As of October 1, 2023, the Base Rental for the Premises shall be as follows:


Months	Amount Per Rentable Square Foot Per Annum	Annual Base Rental	Monthly Base Rental
10/1/23 – 10/31/23	[**]	[**]	[**]
11/1/23 – 10/31/24	[***]	[***]	[***]
11/1/24 – 11/30/24	[**]	[**]	[**]
12/1/24 – 11/30/25	[***]	[***]	[***]
12/1/25 – 11/30/26	[***]	[***]	[***]
12/1/26 – 11/30/27	[***]	[***]	[***]
12/1/27 – 11/30/28	[***]	[***]	[***]
12/1/28 – 11/30/29	[***]	[***]	[***]
12/1/29 – 11/30/30	[***]	[***]	[***]

*Tenant shall be entitled to an abatement of Base Rental for the months of October 2023 and November 2024, such that the effective Base Rental for such months shall be [***] dollars ($[***]).

5.Base Expense Amount. As of October 1, 2023, all references in the Lease to a base year or Base Expense Amount for the Premises shall mean calendar year 2023 for all purposes under the Lease. Notwithstanding anything in the Lease to the contrary, as of October 1, 2023, the Controllable Operating Expenses (as defined below) of Tenant’s Operating Expense Additional Rental shall not increase by more than [***] percent ([***]%) over Tenant’s the Controllable Operating Expenses of Tenant’s Operating Expense Additional Rental in the previous calendar year (the “Cap”) on a cumulative, compounding basis. However, any increases in Operating Expenses not recovered by Landlord due to the foregoing limitation shall be carried forward into succeeding calendar years during the Term until fully recouped by Landlord, subject, however, to the Cap. The term “Controllable Operating Expenses” means all Operating Expenses excluding expenses relating to the cost of utilities, security expenses, insurance, real estate taxes and assessments, and other expenses that are deemed by industry standards to be uncontrollable.

6.Security Deposit. Landlord shall continue to hold Tenant’s Security Deposit for the Premises in the amount of $[***], pursuant to the terms and provisions of the Lease.

7.Tenant’s Proportionate Share. From and after October 1, 2023, Tenant’s Proportionate Share under the Lease shall be 16.517%, which is the percentage obtained by dividing (a) the 73,984 square feet of Rentable Space in the Premises by (b) the 447,917 rentable square feet in the Building.

8.Electricity. Section 5(b) of the Lease is hereby amended to provide that Landlord currently estimates the annual payment of Tenant’s Electrical Expenses for the Premises to be One and 22/100 Dollars ($1.22) per rentable square foot of the Premises.

9.Audit. Paragraph 4(f) of the Lease is amended in its entirety to read as follows:

“(f) Within one hundred and fifty (150) days after the end of each calendar year during the Lease Term, Landlord shall furnish to Tenant a statement (an “Annual Statement”) in reasonable detail and prepared in accordance with generally accepted accounting principles (‘GAAP”), showing the total Taxes, Insurance Costs and Operating Costs for such calendar year and the calculation of the Additional Rent for such calendar year. At Tenant’s request, Landlord shall make available to Tenant and Tenant’s agents, employees and accountants, for inspection from time to time during business hours in Landlord’s office, Landlord’s records of Taxes, Insurance Costs and Operating Costs. No more frequently than once in any calendar year, Tenant may request an audit of the Taxes, Insurance Costs and Operating Costs by a certified public accountant licensed to practice in the State of Texas. Any such audit shall be performed at Tenant’s sole expense unless the result of such audit establishes that Tenant has been overcharged for Additional Rent by more than 5% of the amount which should have been charged to Tenant, in which event Landlord shall reimburse Tenant for the costs of such audit, not to exceed $2,500. Tenant may not cause any such audit to be performed by any agent whose compensation is contingent on the results of the audit. Tenant waives the right to dispute any matter relating to the calculation of Operating Expenses or Additional Rent under this Paragraph 4(f) if any claim or dispute is not asserted in writing to Landlord within ninety (90) days after delivery to Tenant of the Annual Statement.”

10.Alterations and Additions by Tenants. The first sentence of Paragraph 11 of the Lease is amended to read as follows:

“Tenant shall make no alterations in or additions to the Premises without the prior written consent of Landlord which shall not be unreasonably withheld or delayed; provided, however, with regard to alterations or additions that would affect the Building’s structure or its HVAC, plumbing, electrical or mechanical systems, Landlord’s consent shall be in its sole and absolute discretion; provided, further that Landlord’s consent shall not be required for cosmetic alterations or additions that do not affect the Building’s structure or Building’s systems and cost less than $[***] in the aggregate per calendar year.”

11.Parking. Tenant shall continue to have the parking rights for the Premises set forth in the Second Amendment (i.e. Tenant shall have the right to a total of seven (7) covered, reserved parking spaces in the parking areas associated with the Building) for no charge during the Third Amendment Extension Term.

12.Exterior Signage. Tenant shall continue to have the Exterior Signage rights set forth in Paragraph 15 of the Lease at no charge for the Lease Term, as extended by this Third Amendment, and for any applicable renewal terms unless otherwise stated in future amendment(s) memorializing such renewal terms, as long as Tenant is in occupation of at least two (2) full floors at Project. The Exterior Signage rights set forth in Paragraph 15 of the Lease are personal to Elevate Credit Service, LLC, a Delaware limited liability company as the “Tenant” under the Lease and may not be transferred, shared or assigned in whole or in part, and will not be applicable to, any other assignee or subtenant.

13.Third Amendment Work. Tenant accepts the Premises for the Third Amendment Extension Term, in its “AS-IS” condition with Landlord making no representation as to the physical condition of the Premises or the suitability for Tenant’s intended use, subject only to the “Third Amendment Work” pursuant to Exhibit “B” attached to this Third Amendment. Upon completion of the Third Amendment Work, upon written request from Landlord, Tenant shall promptly execute and deliver to Landlord an Acceptance of Premises Memorandum in the form of Exhibit “C” attached to this Third Amendment, if the Third Amendment Work has been performed as described in Exhibit “B” attached to this Third Amendment.

14.Renewal Option. As of October 1, 2023, the Renewal Option set forth as Exhibit “F” attached to the Lease is deleted and replaced with Exhibit “D” attached to this Third Amendment.

15.Right of First Refusal. As of October 1, 2023, the Right of First Refusal set forth in Exhibit G” attached to the Lease is deleted and replaced with Exhibit “E” attached to this Third Amendment.

16.Expansion Option. As of October 1, 2023, Tenant shall have the Expansion Option set forth in Exhibit “F” attached to this Third Amendment.

17.Early Termination Option. As of October 1, 2023, Tenant shall have the Early Termination Option set forth in Exhibit “G” attached to this Third Amendment.

18.Tower III. Exhibit “H” to the Lease, Paragraph 19 of the Second Amendment, and Exhibit D to the Second Amendment are deleted in their entireties and Tenant shall have no further rights to relocate to Tower III.

19.Capital Improvements. Landlord shall, at Landlord’s sole cost and expense, use its best efforts to commence construction of an amenity center for the Project in calendar year 2022 and shall diligently pursue such construction to completion. Landlord currently estimates such construction to be complete within six (6) months after commencement.

20.Subordination. Landlord shall use reasonable efforts to obtain and deliver to Tenant a subordination, non-disturbance and attornment agreement (“SNDA”) executed by the Landlord’s mortgagee, in a commercially reasonable form based upon Landlord’s mortgagee’s standard SNDA form. Tenant shall pay Landlord, within thirty (30) days after written demand, all reasonable costs (including attorneys’ fees) incurred by Landlord in connection with obtaining the SNDA.

21.Tenant Acknowledgement. Tenant acknowledges and agrees that as of the Third Amendment Effective Date, (a) Landlord has performed all of its obligations under the Lease, and (b) there are no offsets, claims or defenses to the payment of rent and the performance of the other obligations of Tenant under the Lease.

22.Representation. Tenant hereby represents that Tenant has not dealt with any outside broker other than Jones Lang LaSalle Brokerage, Inc./Cushman & Wakefield, representing Tenant, and Holt Lunsford Commercial, Inc., representing Landlord with regard to this Third Amendment.

23.General. Except as herein amended, the Lease shall continue in full force and effect, and, as hereby amended, is hereby ratified and affirmed. Landlord and Tenant each represents and warrants that the person executing this instrument on its behalf is duly authorized to sign on behalf of the respective party. In the event of a conflict between the terms and conditions of the Lease and the terms and conditions of this Third Amendment, the terms of this Third Amendment shall prevail and control. If any term or provision of this Third Amendment, or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Third Amendment, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. This Third Amendment may be executed in multiple counterparts, all of which are identical and all of which counterparts together shall constitute one and the same instrument. To facilitate execution of this Third Amendment, the parties may execute and exchange by facsimile or electronic mail counterparts of the signature pages of this Third Amendment.

[Signatures on Following Page]

IN WITNESS WHEREOF, the undersigned have executed this Third Amendment to be effective as of the Third Amendment Effective Date.

LANDLORD:

FLDR/TLC OVERTON CENTRE, L.P.,

a Texas limited partnership

By: FLDR/TLC Overton Genpar, LLC, a Texas limited liability company, its general partner


By:			/s/ Tony Landrum
Name:			Tony Landrum
Title:			Managing Partner

TENANT:

ELEVATE CREDIT SERVICE, LLC,

a Delaware limited liability company


By:			/s/ Jason Harvison
Name:			Jason Harvison
Title:			President & CEO

http://api.rkd.refinitiv.com/api/FilingsRetrieval3/.69238057.image_2.jpg.ashx

EXHIBIT “A” SUITE 200 (20,995)

EXHIBIT “B”

THIRD AMENDMENT WORK

This Exhibit sets forth the respective obligations of, and the procedures to be followed by, Landlord and Tenant in the design and construction of the Third Amendment Work.

1.The Third Amendment Work.

The “Third Amendment Work” will consist of leasehold improvements to the Premises to be constructed pursuant to plans and specifications to be mutually approved by Landlord and Tenant (“Preliminary Plan”).

A.From the Preliminary Plan, Tenant will cause its architects and/or engineers, to prepare any required engineering and architectural drawings and specifications (all such engineering and architectural drawings and specifications are referred to collectively as the “Preliminary Working Drawings”), and will submit the same to Landlord for Landlord’s written approval. Landlord will not unreasonably withhold approval of the Preliminary Working Drawings. Failure by Landlord to deliver written objections to Tenant within five (5) business days after receipt of the Preliminary Working Drawings will be deemed to be approval of same. Any disapproval by Landlord must include specific suggestions for making the same acceptable. If Landlord disapproves the Preliminary Working Drawings, Tenant will have the Preliminary Working Drawings revised to incorporate Landlord’s reasonable suggestions and objections, which suggestions and objections will be binding upon Landlord and may be relied upon by Tenant in revising the Preliminary Working Drawings; provided, however Landlord shall not be responsible for any errors or omissions made by Tenant or its architect with respect to the Preliminary Working Drawings, or any subsequent revisions thereto. The Preliminary Working Drawings which are approved in the foregoing manner will become Final Working Drawings. Landlord shall provide a test fit plan allowance of $[***] per square foot of Rentable Space of the Premises (the “Test Fit Allowance”) to be used solely for the actual costs charged by the architect for the initial test fit. In the event the costs of the test fit plan are in excess of the Test Fit Allowance, then such costs and expenses shall be deducted from Third Amendment Tenant’s Allowance or otherwise borne by Tenant.

B.Prior to the commencement of construction of the Third Amendment Work, Tenant shall provide Landlord with an acceptable certificate of insurance meeting Landlord’s insurance requirements. Tenant will provide Landlord with a construction schedule for the Third Amendment Work within ten (10) business days after approval of the Final Working Drawings, and Tenant will not commence construction of the Third Amendment Work until the Final Working Drawings have been approved as set forth in Section 1.A above and Tenant has provided Landlord with an acceptable certificate of insurance.

C.Landlord will pay all costs and fees incurred in connection with preparation of the Final Plan and Preliminary and Final Working Drawings needed to implement the Third Amendment Work and construction of the leasehold improvements as described in the Final Working Drawings up to a cost of $35.00 per square foot of Rentable Space of the Premises (which cost shall include a construction management fee of 3% of all hard construction costs if Landlord manages the Third Amendment Work and of 2% of all hard construction costs if Tenant manages the Third Amendment Work ) (the “Third Amendment Tenant’s Allowance”). Tenant will pay all costs and fees incurred in connection with preparation of plans and working drawings or construction resulting from a change requested by Tenant and any amount in excess of the Third Amendment Tenant’s Allowance incurred by Landlord in connection with the design and construction of the Third Amendment Work (collectively, “Tenant's Cost”). Tenant's Cost hereunder will be deemed Additional Rent under the Lease. The Third Amendment Tenant’s Allowance obligation of Landlord under this 1.C. shall be applied by Tenant towards the Third Amendment Work within two hundred and seventy (270) days after the Third Amendment Effective Date or be forfeited with no further obligation on the part of Landlord.

D.In addition, and provided there are sufficient funds available in the Third Amendment Tenant’s Allowance, Tenant may utilize up to fifteen percent (15%) of the Third Amendment Tenant’s Allowance towards the cost of furniture, fixtures, and equipment which are not permanently attached to the Property or the Building (including, but not limited to, tenant signage, security systems, cabling and telephone/telecom/communications equipment) (“FF&E Costs”). Subject to the foregoing limitation, in the event that Tenant elects to use the foregoing for the payment of FF&E Costs, Landlord will pay such FF&E Costs within thirty (30) days after receipt from Tenant of third-party invoices therefor. Subject to the foregoing regarding the FF&E Costs, the Third Amendment Tenant’s Allowance shall not be used for (and Landlord shall have no obligation to use or advance any portion of the Third Amendment Tenant’s Allowance for): (i) the cost of furniture, fixtures or equipment which are not permanently attached to the Property or the Building (including, but not limited to, tenant signage, security systems, cabling and telephone/telecom/communications equipment), (ii) permit fees or power upgrades, or (iii) non-Building standard items.

2.Substantial Completion. Landlord will be deemed to have “substantially completed” the Third Amendment Work for the purposes thereof if Landlord has caused all of the Third Amendment Work to be completed substantially except for so called “punchlist items,” e.g., minor details of construction or decoration or mechanical adjustments which do not substantially interfere with Tenant's occupancy of the Leased Premises to be made by Tenant. If there is any dispute as to whether Landlord has substantially completed the Third Amendment Work, the receipt of a Certificate of Occupancy from the City of Fort Worth will dictate Substantial Completion.

3.Construction. Tenant and Tenant’s architect will be solely responsible for determining whether or not Tenant is a public accommodation under The Americans with Disabilities Act and Texas Architectural Barriers Act and whether or not the Final Working Drawings comply with such laws and the regulations thereunder for the Premises, and Landlord shall be solely responsible for such determinations regarding any building common areas.

4.Liability. Landlord does not guarantee or warrant the Third Amendment Work and Landlord will have no liability therefore, except to the extent the liability is caused by the Landlord’s willful misconduct or gross negligence. In the event of such errors, omissions, or defects, Landlord will cooperate in any action Tenant desires to bring against such parties.

5.Incorporation Into Lease: Default.

THE PARTIES AGREE THAT THE PROVISIONS OF THIS EXHIBIT ARE HEREBY INCORPORATED BY THIS REFERENCE INTO THE LEASE (AS AMENDED BY THE THIRD AMENDMENT) FULLY AS THOUGH SET FORTH THEREIN. In the event of any express inconsistencies between the Lease (as amended by the Third Amendment) and this Exhibit, the latter will govern and control. Any default by Tenant hereunder will constitute a default by Tenant under the Lease (as amended by the Third Amendment) and Tenant will be subject to the remedies and other provisions applicable thereto under the Lease (as amended by the Third Amendment).

EXHIBIT “C”

ACCEPTANCE OF PREMISES MEMORANDUM

THIS ACCEPTANCE OF PREMISES MEMORANDUM (this “Memorandum”) is entered into on this _____ day of , 202__ by and between FLDR/TLC OVERTON CENTRE, L.P., a Texas limited partnership, as Landlord (“Landlord”) and ELEVATE CREDIT SERVICE, LLC, a Delaware limited liability company, as Tenant (“Tenant”). Unless otherwise defined herein, all capitalized terms used herein shall have the same meaning ascribed to such terms in the Third Amendment (as hereinafter defined).

R E C I T A L S

A.On __________ ___, 2012, Landlord and Tenant entered into that certain Third Amendment to Lease Agreement (the “Third Amendment”), which amended the Lease pursuant to the terms and conditions described in the Third Amendment.

B.Certain leasehold improvements to the Premises have been constructed and installed for the benefit of Tenant in accordance with the terms and conditions set forth in Exhibit “B” to the Third Amendment.

C.Tenant desires to take possession of and accept the Premises subject to the terms and provisions hereof.

NOW, THEREFORE, for and in consideration of the premises, and the mutual covenants and agreements contained herein and in the Third Amendment, Landlord and Tenant hereby expressly covenant, acknowledge and agree as follows:

1.Landlord and Tenant have fully completed the construction of tenant improvements, alterations or modifications to the Premises in accordance with Exhibit “B” to the Third Amendment, and the Third Amendment Work is substantially complete. The Premises is tenantable and ready for immediate occupancy by Tenant and Landlord has no further obligation to install or construct any construction improvements, modifications or alterations to the Premises.

2.Except as specifically set forth herein, as of the date of this Memorandum the Lease (as defined in the Third Amendment) has not been modified, altered, supplemented, superseded or amended in any respect, except by the Third Amendment. All terms, provisions and conditions of the Lease (as amended by the Third Amendment) are and remain in full force and effect, and are hereby expressly ratified, confirmed, restated and reaffirmed in each and every respect.

IN WITNESS WHEREOF, this Memorandum is entered into by Landlord and Tenant to be effective on the date first set forth above.

LANDLORD:

FLDR/TLC OVERTON CENTRE, L.P.,

a Texas limited partnership

By: FLDR/TLC Overton Genpar, LLC, a Texas limited liability company, its general partner


By:
Name:
Title:

TENANT:

ELEVATE CREDIT SERVICE, LLC,

a Delaware limited liability company


By:
Name:
Title:

EXHIBIT “D”

RENEWAL OPTION

Provided that no then-uncured Event of Default, assignment or sublease has occurred under any term or provision contained in this Lease and no condition exists which with the passage of time or the giving of notice or both would constitute an Event of Default pursuant to this Lease, and provided that Tenant has continuously occupied the Premises for the Permitted Use during the Third Amendment Extension Term, Tenant (but not any assignee or sublessee) shall have the right and option (the “Renewal Option”) to renew this Lease, by written notice delivered to Landlord no later than nine (9) months and no more than twelve (12) months prior to the expiration of the then-current Lease Term for two (2) additional terms (each a “Renewal Term”) of five (5) years each, under the same terms, conditions and covenants contained in this Lease, except that (a) no abatements or other concessions, if any, applicable to the then-current Lease Term shall apply to the Renewal Term; (b) the Base Rent shall be equal to the then current market rate for comparable office leases in the West- Southwest Fort Worth submarket area as determined by Landlord, taking into account concessions, allowances and other inducements common in the market at that time for comparable tenants entering into new leases for new (i.e., not renewal) space in comparable buildings; (c) Tenant shall have no option to renew this Lease beyond the expiration of the Renewal Term, and (d) all leasehold improvements within the Premises shall be provided in their then existing condition (on an “As Is” basis) at the time the each Renewal Term commences.

Failure by Tenant to notify Landlord in writing of Tenant’s election to exercise the Renewal Option herein granted within the time limits set forth for such exercise shall constitute a waiver of such Renewal Option. In the event Tenant elects to exercise the Renewal Option as set forth above, Landlord shall, within thirty (30) days thereafter, notify Tenant in writing of the proposed rental for the applicable Renewal Term (the “Proposed Renewal Rental”). Tenant shall within thirty (30) days following delivery of the Proposed Renewal Rental by Landlord notify Landlord in writing of the acceptance or rejection of the Proposed Renewal Rental. If Tenant accepts Landlord’s proposal, then the Proposed Renewal Rental shall be the rental rate in effect during the applicable Renewal Term.

Should Tenant reject Landlord’s Proposed Renewal Rental during such thirty (30) day period, then Landlord and Tenant shall negotiate during the thirty (30) day period commencing upon Tenant’s rejection of Landlord’s Proposed Renewal Rental to determine the rental for the Renewal Term. In the event Landlord and Tenant are unable to agree to a rental for the Renewal Term during said thirty (30) day period, then the Renewal Option shall terminate and be null and void and this Lease shall, pursuant to its terms and provisions, terminate at the end of the original Lease Term.

Upon exercise of each Renewal Option by Tenant and subject to the conditions set forth herein above, this Lease shall be extended for the period of such Renewal Term without the necessity of the execution of any further instrument or document, although if requested by either party, Landlord and Tenant shall enter into a written agreement modifying and supplementing this Lease in accordance with the provisions hereof. Any termination of this Lease during the initial Lease Term shall terminate all renewal rights hereunder. The renewal rights of Tenant hereunder shall not be severable from this Lease, nor may such rights be assigned or otherwise conveyed in connection with any permitted assignment of this Lease. Landlord’s consent to any assignment of this Lease shall not be construed as allowing an assignment of such rights to any assignee.

As a condition to Tenant executing a lease or amendment under this Exhibit, Tenant shall deliver to Landlord complete current financial statements of Tenant and any guarantors. Landlord shall have the right to review such financial statements. If Landlord is not satisfied, in its discretion, that Tenant has sufficient liquidity and ability to perform its obligations under this Lease during the Renewal Term, then Landlord shall so inform Tenant and the Renewal Option shall be of no force or effect.

EXHIBIT “E”

RIGHT OF FIRST REFUSAL

Subject to the terms above, in the event any third party expresses interest in leasing all or any portion of the Right of First Refusal Space during the Lease Term (“Third Party Interest”), Landlord shall offer the entire Right of First Refusal Space to Tenant upon the same terms, covenants and conditions as provided in this Lease for the original Premises (the “Landlord Offer”), except that the base rent, the length of lease term, the base year, and the tenant improvement allowance (if any) shall be the same as the terms included in a written indication of third party interest in the Right of First Refusal Space on terms which are acceptable to Landlord. Tenant shall accept the space “As-Is,” except for latent defects identified by Tenant within twelve (12) months of Tenant’s occupancy of the Right of First Refusal Space; provided, however, Landlord shall have no responsibility for latent defects in any tenant improvement work in the Right of First Refusal Space performed by or on behalf of Tenant. and Tenant shall have no further rights with respect to the Right of First Refusal Space. If the lease term reflected in the Landlord Offer will expire on a date earlier than the Expiration Date of the Lease, then the lease term for the Right of First Refusal Space shall be coterminous with that of the Premises, and the Base Rent for the Right of First Refusal Space for the period of time beginning on the first day after the scheduled date of expiration of the third party lease and ending on the Expiration Date of this Lease shall be based on the annual amount per square foot scheduled for the original Premises for such period of time.

If Tenant notifies Landlord in writing of the acceptance of such offer within five (5) days after Landlord has delivered such offer to Tenant, Landlord and Tenant shall enter into a written agreement modifying and supplementing the Lease and specifying that such Right of First Refusal Space accepted by Tenant is a part of the Premises demised pursuant to the Lease for the remainder of the Lease Term and any renewal thereof, if applicable, and containing other appropriate terms and conditions relating to the addition of the Right of First Refusal Space to this Lease (including specifically any increase or adjustment of the rent as a result of such addition).

In the event that Tenant does not notify Landlord in writing of its acceptance of such offer in such five (5) day period, then Tenant’s rights under this Exhibit with respect to the Right of First Refusal Space shall be deemed waived and Landlord shall thereafter be able to lease the Right of First Refusal Space or any portion thereof to any third party upon the terms included in the bona fide third party offer initially presented to Tenant. After refusing the Landlord Offer, Tenant’s right of first refusal shall again apply if Landlord fails to lease the Right of First Refusal Space.

Any termination of the Lease shall terminate all rights of Tenant with respect to the Right of First Refusal Space. The rights of Tenant with respect to the Right of First Refusal Space shall not be severable from the Lease, nor may such rights be assigned or otherwise conveyed in connection with any permitted assignment of the Lease. Landlord’s consent to any assignment of the Lease shall not be construed as allowing an assignment or a conveyance of such rights to any assignee (except for a Permitted Transfer). Nothing herein contained should be construed so as to limit or abridge Landlord’s ability to deal with the Right of First Refusal Space or to lease the Right of First Refusal Space to other tenants on the terms set forth herein, Landlord’s sole obligation being to offer, and if such offer is accepted, to deliver the Right of First Refusal Space to Tenant in accordance with this provision.

This right shall apply only with respect to the entire Right of First Refusal Space, and may not be exercised with respect to only a portion thereof (unless only a portion of the Right of First Refusal Space shall be included in the Landlord Offer). If only a portion of the Right of First Refusal Space is included in the Landlord Offer, Tenant’s right shall apply to such portion, and shall thereafter apply to such other portions of the Right of First Refusal Space as they become the subject of Third Party Interest, subject to good faith adjustments by Landlord in the size configuration and location of such remaining portions. If the Right of First Refusal Space is part of a larger space that Landlord desires to lease as a unit, then the Landlord Offer shall, at Landlord’s option, identify the entire such space and the terms therefore, and in such case, Tenant’s right shall apply only to such entire space.

EXHIBIT “F”

EXPANSION OPTION

Provided (a) that no then-uncured Event of Default, assignment or sublease exists under any term or provision contained in this Lease and no condition exists which with the passage of time or the giving of notice or both would constitute an Event of Default pursuant to this Lease, (b) that Tenant has continuously occupied the Premises for the Permitted Use during the Lease Term, and (c) subject to the pre-existing rights of existing tenants in the Building and other prospective tenants, Tenant (but not any assignee or subtenant) shall have a continuing right throughout the Third Amendment Extension Term to expand the Premises by any vacant space located on the second (2nd) floor and the eighth (8th) floor of the Building (“Expansion Space”) on the following terms and conditions. Throughout the Third Amendment Extension Term, and regardless whether a third party has expressed interest in leasing such space, if the Expansion Space is available at the time Tenant elects to expand the Leased Premises, Landlord shall offer such Expansion Space for lease to Tenant. Any Expansion Space leased by Tenant shall be on the terms and conditions then being offered by Landlord to new and renewing tenants for comparable space, taking into consideration the size and location of the Expansion Space, length remaining in the Term, brokerage commissions, tenant improvement allowances, and any other tenant inducements; provided, however, notwithstanding the foregoing, if Tenant elects to expand the Premises by the Expansion Space during the first twelve (12) months of the Third Amendment Extension Term, then the term for the Expansion Space shall be coterminous with the current Premises (including any Renewal Terms remaining), at the same Base Rental, free/abated Base Rental, the same Base Expense Amount, Tenant’s Proportionate Share shall be equitably adjusted, and Landlord shall provide a proportionate amount of Third Amendment Tenant’s Allowance for the Expansion Space as provided by Landlord to Tenant with respect to the Premises pursuant to this Third Amendment. The proportionate amount of the Third Amendment Tenant’s Allowance applicable to the Expansion Space shall be determined based upon the following formula: (A) $35.00 multiplied by the number of square feet of Rentable Space of the Expansion Space, multiplied by (B) (i) the number of months remaining in the Third Amendment Extension Term as of the date the Expansion Space is included in the Premises, divided by (ii) the total number of months in the Third Amendment Extension Term.

EXHIBIT “G”

EARLY TERMINATION OPTION

Provided that no then-uncured Event of Default, assignment or sublease has occurred under any term or provision contained in this Lease and no condition exists which with the passage of time or the giving of notice or both would constitute an Event of Default pursuant to this Lease, Tenant shall have an option to terminate this Lease as to all or a portion of the Premises (provided, however, Tenant may only exercise its early termination option as to the entire third (3rd), fourth (4th), or fifth (5th) floor of the Premises or as to half of the eighth (8th) floor of the Premises, including any expansion space) effective as of the expiration of the [***] month of the Third Amendment Extension Term (“Early Termination Date”). To exercise this early termination option, Tenant must (a) give Landlord written notice of Tenant’s election to terminate at least [***] months prior to the Early Termination Date, and (b) pay Landlord an early termination fee equal (“Early Termination Fee”) to (i) amount equal to four (4) months average gross Base Rental + electric applicable to the Premises for the year following the year in which Tenant exercises its early termination option, plus (ii) the then unamortized portion of the Third Amendment Tenant’s Allowance funded by Landlord as of the Early Termination Date, and (iii) the then unamortized portion of the Broker’s commission funded by Landlord as of the Early Termination Date (which items set forth in clauses (ii) and (iii) shall be amortized on a straight-line basis over the scheduled eighty-six (86) month Third Amendment Extension Term, together with interest thereon at the rate of [***] percent ([***]%) per annum, and the unamortized portions thereof shall be determined based upon the unexpired portion of the Third Amendment Extension Term as of the Early Termination Date had this Lease not been so terminated); and in such event this Lease shall terminate as of the Early Termination Date. The Early Termination Fee shall be payable by Tenant to Landlord [***] upon Tenant’s delivery of such notice, and the remaining [***] within [***] days prior to Tenant’s vacation of the terminated portion of the Premises.

Document

OMNIBUS AMENDMENT

This OMNIBUS AMENDMENT (this “Amendment”) under each of the documents listed on Schedule I attached hereto is made and entered into as of July 20, 2022 by and among the Borrowers (as defined on Schedule I attached hereto) party hereto, the Guarantors (as defined on Schedule I attached hereto) party hereto (collectively with Borrowers, the “Credit Parties”), and the Agents (as defined on Schedule I attached hereto). Capitalized terms used and not otherwise defined on Schedule I hereto or elsewhere herein shall have the respective meanings ascribed to them in the applicable Financing Agreement.

WHEREAS, the Credit Parties have requested that each Agent amend the applicable Financing Agreement to which it is a party on the terms set forth herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendments.

(a)Rise Amendment.

(i)Subject to the terms and conditions herein set forth herein (including the conditions contained in Section 2 hereof) and in reliance upon the representations, warranties, agreements, covenants and acknowledgments of the Rise Credit Parties herein contained, with retroactive effect as of June 30, 2022, notwithstanding anything set forth in the Rise Financing Agreement to the contrary, the Rise Credit Parties and Rise Agent hereby agree that (x) solely with respect to the calculation of Excess Spread (60% or Greater APR) and Excess Spread (Below 60% APR) for the month ending June 30, 2022, such calculations of interest collections and Charge Offs related to Consumer Loans with bi-weekly payment schedules shall be calculated based on the period commencing June 1, 2022 and ending on July 1, 2022 and (y) solely with respect to the calculation of Excess Spread (60% or Greater APR) and Excess Spread (Below 60% APR) for the month ending July 31, 2022, such calculations of interest collections and Charge Offs related to Consumer Loans with bi-weekly payment schedules shall be calculated based on the period commencing July 2, 2022 and ending on July 31, 2022. The amendment contained in this Section 1(a)(i) is a limited amendment and (x) shall not constitute nor be deemed to constitute a waiver of (1) any Default or Event of Default or (2) any term or condition of the Rise Financing Agreement or any other Transaction Document, and (y) shall not constitute a custom or course of dealing among the parties hereto.

(b)FinWise Amendment.

(i)Subject to the terms and conditions herein set forth herein (including the conditions contained in Section 2 hereof) and in reliance upon the representations, warranties, agreements, covenants and acknowledgments of the FinWise Credit Parties herein contained, with retroactive effect as of June 30, 2022, the FinWise Credit Parties and FinWise Agent hereby agree that (x) solely with respect to the calculation of Excess Spread (60% or Greater APR) and Excess Spread (Below 60% APR) for the month ending June 30, 2022, such calculations of interest collections and Charge Offs related to Consumer Loans with bi-weekly payment schedules shall be calculated based on the period commencing June 1, 2022 and ending on July 1, 2022 and (y) solely with respect to the calculation of Excess Spread (60% or Greater APR) and Excess Spread (Below 60% APR) for the month ending July 31, 2022, such calculations of interest collections and Charge Offs related to Consumer Loans with bi-weekly payment schedules shall be calculated based on the period commencing July 2, 2022 and ending on July 31, 2022. The amendment contained in this Section 1(b)(i) is a limited amendment and

(x) shall not constitute nor be deemed to constitute a waiver of (A) any Default or Event of Default or (B) any term or condition of the FinWise Financing Agreement or any other Transaction Document, and (y) shall not constitute a custom or course of dealing among the parties hereto.

(c)CCB Amendment.

(i)Subject to the terms and conditions herein set forth herein (including the conditions contained in Section 2 hereof) and in reliance upon the representations, warranties, agreements, covenants and acknowledgments of the CCB Credit Parties herein contained, with retroactive effect as of June 30, 2022, the CCB Credit Parties and CCB Agent hereby agree that (x) solely with respect to the calculation of Excess Spread (60% or Greater APR) and Excess Spread (Below 60% APR) for the month ending June 30, 2022, such calculations of interest collections and Charge Offs related to Consumer Loans with bi-weekly payment schedules shall be calculated based on the period commencing June 1, 2022 and ending on July 1, 2022 and (y) solely with respect to the calculation of Excess Spread (60% or Greater APR) and Excess Spread (Below 60% APR) for the month ending July 31, 2022, such calculations of interest collections and Charge Offs related to Consumer Loans with bi-weekly payment schedules shall be calculated based on the period commencing July 2, 2022 and ending on July 31, 2022. The amendment contained in this Section 1(c)(i) is a limited amendment and (x) shall not constitute nor be deemed to constitute a waiver of (i) any Default or Event of Default or (ii) any term or condition of the CCB Financing Agreement or any other Transaction Document, and (y) shall not constitute a custom or course of dealing among the parties hereto.

2.Conditions Precedent. This Amendment shall become effective upon the satisfaction in full of each of the following conditions:

(a)the execution and delivery of this Amendment by the Credit Parties and Agents;

(b)the representations and warranties of the respective Credit Parties contained herein and in the applicable Financing Agreement to which they are a party shall be true and correct except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date; and

(c)no Event of Default shall have occurred and be continuing or would result from the transaction contemplated hereby.

3.General Release. In consideration of the Agents’, Lenders’ and Holders’ agreements contained in this Amendment, each Credit Party hereby irrevocably releases and forever discharge the Lenders, the Holders and the Agents and their respective affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants, attorneys, managers, investment managers, partners, participants, members, principals and portfolio companies (each, a “Released Person”) of and from any and all claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which such Credit Party ever had or now has against any Agent, any Lender, any Holder or any other Released Person which relates, directly or indirectly, to any acts or omissions of Agent, any Lender, any Holder or any other Released Person relating to any Financing Agreement or any other Transaction Document on or prior to the date hereof.

4.Representations and Warranties of the Credit Parties. To induce each Agent to execute and deliver this Amendment, each Credit Party represents, warrants and covenants that:

(a)The execution, delivery and performance by each Credit Party of this Amendment and all documents and instruments delivered in connection herewith have been duly authorized by all necessary action required on its part, and this Amendment and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Credit Party enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(b)Each of the representations and warranties set forth in the Transaction Documents (as defined in the applicable Financing Agreement to which such Credit Party is a party) is true and correct on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Transaction Documents (as defined in the applicable Financing Agreement to which such Credit Party is a party) is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof.

(c)Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any such Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any such Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any such Credit Party is a party; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any such Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree.

(d)No Event of Default has occurred or is continuing under this Amendment or any other Transaction Document.

5.Ratification of Liability.

(a)Each Rise Credit Party, as debtor, grantor, pledgor, guarantor, assignor, or in other similar capacity in which such party grants liens or security interests in its properties or otherwise acts as an accommodation party or guarantor, as the case may be, under the Transaction Documents, hereby ratifies and reaffirms all of its payment and performance obligations and obligations to indemnify, contingent or otherwise, under each Transaction Document to which such party is a party, and each such party hereby ratifies and reaffirms its grant of liens on or security interests in its properties pursuant to such Transaction Documents to which it is a party as security for the obligations under or with respect to the Rise Financing Agreement, the Notes and the other Transaction Documents, and confirms and agrees that such liens and security interests hereafter secure all of the obligations under the Transaction Documents, including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Amendment or any Transaction Document. Each Rise Credit Party further agrees and reaffirms that the Transaction Documents to which it is a party now apply to all obligations as modified hereby (including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Amendment or

any Transaction Document). Each such party (a) further acknowledges receipt of a copy of this Amendment and all other agreements, documents, and instruments executed or delivered in connection herewith, (b) consents to the terms and conditions of same, and (c) agrees and acknowledges that each of the Transaction Documents, as modified hereby, remains in full force and effect and is hereby ratified and confirmed. Except as expressly provided herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender, any Holder or the Rise Agent, nor constitute a waiver of any provision of any of the Transaction Documents nor constitute a novation of any of the obligations under the Transaction Documents.

(b)Each FinWise Credit Party, as debtor, grantor, pledgor, guarantor, assignor, or in other similar capacity in which such party grants liens or security interests in its properties or otherwise acts as an accommodation party or guarantor, as the case may be, under the Transaction Documents, hereby ratifies and reaffirms all of its payment and performance obligations and obligations to indemnify, contingent or otherwise, under each Transaction Document to which such party is a party, and each such party hereby ratifies and reaffirms its grant of liens on or security interests in its properties pursuant to such Transaction Documents to which it is a party as security for the obligations under or with respect to the FinWise Financing Agreement, the Notes and the other Transaction Documents, and confirms and agrees that such liens and security interests hereafter secure all of the obligations under the Transaction Documents, including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Amendment or any Transaction Document. Each FinWise Credit Party further agrees and reaffirms that the Transaction Documents to which it is a party now apply to all obligations as modified hereby (including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Amendment or any Transaction Document). Each such party (a) further acknowledges receipt of a copy of this Amendment and all other agreements, documents, and instruments executed or delivered in connection herewith, (b) consents to the terms and conditions of same, and (c) agrees and acknowledges that each of the Transaction Documents, as modified hereby, remains in full force and effect and is hereby ratified and confirmed. Except as expressly provided herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender, any Holder or the FinWise Agent, nor constitute a waiver of any provision of any of the Transaction Documents nor constitute a novation of any of the obligations under the Transaction Documents.

(c)Each CCB Credit Party, as debtor, grantor, pledgor, guarantor, assignor, or in other similar capacity in which such party grants liens or security interests in its properties or otherwise acts as an accommodation party or guarantor, as the case may be, under the Transaction Documents, hereby ratifies and reaffirms all of its payment and performance obligations and obligations to indemnify, contingent or otherwise, under each Transaction Document to which such party is a party, and each such party hereby ratifies and reaffirms its grant of liens on or security interests in its properties pursuant to such Transaction Documents to which it is a party as security for the obligations under or with respect to the CCB Financing Agreement, the Notes and the other Transaction Documents, and confirms and agrees that such liens and security interests hereafter secure all of the obligations under the Transaction Documents, including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Amendment or any Transaction Document. Each CCB Credit Party further agrees and reaffirms that the Transaction Documents to which it is a party now apply to all obligations as modified hereby (including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Amendment or any Transaction Document). Each such party (a) further acknowledges receipt of a copy of this Amendment and all other agreements, documents, and instruments executed or delivered in connection herewith, (b) consents to the terms and conditions of same, and (c) agrees and acknowledges that each of the Transaction Documents, as modified hereby, remains in full force

and effect and is hereby ratified and confirmed. Except as expressly provided herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender, any Holder or the CCB Agent, nor constitute a waiver of any provision of any of the Transaction Documents nor constitute a novation of any of the obligations under the Transaction Documents.

6.Reference to and Effect Upon the Transaction Documents.

(a)Except as specifically amended hereby, all terms, conditions, covenants, representations and warranties contained in the Transaction Documents, and all rights of the Lenders, the Holders and the Agents and all of the obligations under the Transaction Documents, shall remain in full force and effect, including, but not limited to, the right of first refusal in favor of any Agent and its designees set forth in Section 8.19 of the applicable Financing Agreement. Each Credit Party hereby confirms that the Transaction Documents are in full force and effect, and that no such Credit Party has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any Transaction Document or the Credit Parties’ obligations thereunder.

(b)Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment and any amendments, consents or waivers set forth herein shall not directly or indirectly: (i) create any obligation to make any further loans or to defer any enforcement action after the occurrence of any Event of Default; (ii) constitute a consent or waiver of any past, present or future violations of any Transaction Document; (iii) amend, modify or operate as a waiver of any provision of any Transaction Document or any right, power or remedy of any Lender, any Holder or any Agent or (iv) constitute a course of dealing or other basis for altering any obligations under the Transaction Documents or any other contract or instrument. Except as expressly set forth herein, each Lender, each Holder and each Agent reserve all of their rights, powers, and remedies under the Transaction Documents and applicable law. All of the provisions of the Transaction Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived previously, are hereby reinstated.

(c)From and after the date hereof, (i) the term “Agreement” in each of the Rise Financing Agreement, FinWise Financing Agreement and CCB Financing Agreement, and all references to each of the Rise Financing Agreement, FinWise Financing Agreement and CCB Financing Agreement in any Transaction Document shall mean each of the Rise Financing Agreement, FinWise Financing Agreement and CCB Financing Agreement, as amended by this Amendment, and (ii) the term “Transaction Documents” defined in each of the Rise Financing Agreement, FinWise Financing Agreement and CCB Financing Agreement shall include, without limitation, this Amendment and any agreements, instruments and other documents executed or delivered in connection herewith.

7.Costs and Expenses. In addition to, and not in lieu of, the terms of the Transaction Documents relating to the reimbursement of the Lenders’, the Holders’ and the Agents’ fees and expenses, the Credit Parties shall reimburse each Lender, each Holder and each Agent, as the case may be, promptly on demand for all fees, costs, charges and expenses, including the fees, costs and expenses of counsel and other expenses incurred in connection with this Amendment.

8.Governing Law; Jurisdiction; Jury Trial.

(a)All questions concerning the construction, validity, enforcement and interpretation of this Amendment with respect to the Rise Credit Parties and the Rise Financing Agreement shall be governed by the internal laws of the State of Delaware, without giving effect

to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. Each Rise Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Wilmington, Delaware, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each Rise Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under the Rise Financing Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH RISE PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AMENDMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.

(b)All questions concerning the construction, validity, enforcement and interpretation of this Amendment with respect to the FinWise Credit Parties and the FinWise Financing Agreement shall be governed by the internal laws of the State of New York, without giving effect to its conflicts of law principles other than §5-1401 and 5-1402 of the New York General Obligations Law. Each FinWise Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each FinWise Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under the FinWise Financing Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH FINWISE PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AMENDMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.

(c)All questions concerning the construction, validity, enforcement and interpretation of this Amendment with respect to the CCB Credit Parties and the CCB Financing Agreement shall be governed by the internal laws of the State of New York, without giving effect to its conflicts of law principles other than §5-1401 and 5-1402 of the New York General Obligations Law. Each CCB Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each CCB Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under the CCB Financing Agreement and agrees that such service shall constitute good and sufficient service of process and notice

thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH CCB PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AMENDMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.

9.No Strict Construction. The language used in this Amendment will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

10.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures of the parties hereto transmitted by facsimile or by electronic media or similar means shall be deemed to be their original signature for all purposes.

11.Severability. The invalidity, illegality, or unenforceability of any provision in or obligation under this Amendment in any jurisdiction shall not affect or impair the validity, legality, or enforceability of the remaining provisions or obligations under this Amendment or of such provision or obligation in any other jurisdiction. If feasible, any such offending provision shall be deemed modified to be within the limits of enforceability or validity; provided that if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Amendment in all other respects shall remain valid and enforceable.

12.Further Assurances. The parties hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.

13.Headings. The headings of this Amendment are for convenience of reference and shall not form part of, or affect the interpretation of, this Amendment.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on the date first above written.


ELEVATE CREDIT, INC.

By:						/s/ Jason Harvison
Name:						Jason Harvison
Title:						Chief Executive Officer

RISE SPV, LLC, a Delaware limited liability company

By:						Elevate Credit, Inc., a Delaware Corporation, its Sole Member
By:						/s/ Jason Harvison
Name:						Jason Harvison
Title:						Chief Executive Officer

ELEVATE CREDIT SERVICE, LLC, a Delaware limited liability company
By:						Elevate Credit, Inc., as Sole Member
By:						/s/ Jason Harvison
Name:						Jason Harvison
Title:						Chief Executive Officer

						ELASTIC FINANCIAL, LLC
						ELEVATE DECISION SCIENCES, LLC
						RISE CREDIT, LLC
						FINANCIAL EDUCATION, LLC
						EF FINANCIAL, LLC
						EC FINANCIAL, LLC
						EL SWELL, LLC
						ELEVATE FINANCIAL RESOURCES, LLC
						ELEVATE COLLECTIONS, LLC

By:						Elevate Credit, Inc., as Sole Member of each of the above-named entities
By:						/s/ Jason Harvison
Name:						Jason Harvison
Title:						Chief Executive Officer

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on the date first above written.


RISE CREDIT SERVICE OF OHIO, LLC
RISE CREDIT SERVICE OF TEXAS, LLC

By:						RISE Credit, LLC, as Sole Member of each of the above-named entities

By:						Elevate Credit, Inc., as its Sole Member

By:						/s/ Jason Harvison
Name:						Jason Harvison
Title:						Chief Executive Officer

						RISE FINANCIAL, LLC
						RISE CREDIT OF ALABAMA, LLC
						RISE CREDIT OF CALIFORNIA, LLC
						RISE CREDIT OF DELAWARE, LLC
						RISE CREDIT OF GEORGIA, LLC
						RISE CREDIT OF IDAHO, LLC
						RISE CREDIT OF ILLINOIS, LLC
						RISE CREDIT OF KANSAS, LLC
						RISE CREDIT OF MISSISSIPPI, LLC
						RISE CREDIT OF MISSOURI, LLC
						RISE CREDIT OF NEW MEXICO, LLC
						RISE CREDIT OF NORTH DAKOTA, LLC
						RISE CREDIT OF SOUTH CAROLINA, LLC
						RISE CREDIT OF TENNESSEE, LLC
						RISE CREDIT OF TEXAS, LLC
						RISE CREDIT OF UTAH, LLC
						RISE CREDIT OF VIRGINIA, LLC
						RISE CREDIT OF WISCONSIN, LLC

By:						RISE SPV, LLC, as Sole Member of each of the above-named entities

By:						Elevate Credit, Inc., as its Sole Member

By:						/s/ Jason Harvison
Name:						Jason Harvison
Title:						Chief Executive Officer

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on the date first above written.


ELASTIC LOUISVILLE, LLC
ELEVATE ADMIN, LLC
ELASTIC MARKETING, LLC

By:						Elastic Financial, LLC, as Sole Member of each of the above-named entities

By:						Elevate Credit, Inc., as its Sole Member

By:						/s/ Jason Harvison
Name:						Jason Harvison
Title:						Chief Executive Officer

EF MARKETING, LLC

By:						EF Financial, LLC, as Sole Member of the above-named entity

By:						Elevate Credit, Inc., as its Sole Member

By:						/s/ Jason Harvison
Name:						Jason Harvison
Title:						Chief Executive Officer

EC MARKETING, LLC

By:						EC Financial, LLC, as Sole Member of the above-named entity

By:						Elevate Credit, Inc., as its Sole Member

By:						/s/ Jason Harvison
Name:						Jason Harvison
Title:						Chief Executive Officer

EL SWELL ADMIN, LLC

By:						EL Swell, LLC, as Sole Member of the above-named entity

By:						Elevate Credit, Inc., as its Sole Member

By:						/s/ Jason Harvison
Name:						Jason Harvison
Title:						Chief Executive Officer

IN WITNESS WHEREOF, each party has caused its signature page to this Amendment to be duly executed as of the date first written above.


EF SPV, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands

By:						/s/ Sheraim Mascal
Name:						Sheraim Mascal
Title:						Director

IN WITNESS WHEREOF, each party has caused its signature page to this Amendment to be duly executed as of the date first written above.


EC SPV, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands

By:						/s/ Sheraim Mascal
Name:						Sheraim Mascal
Title:						Director

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on the date first above written.


VICTORY PARK MANAGEMENT, LLC

By:						/s/ Scott R. Zemnick
Name:						Scott R. Zemnick
Title:						Manager

Schedule I

1.that certain Fifth Amended and Restated Financing Agreement dated as of February 7, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Rise Financing Agreement”) by and among Rise SPV, LLC, a Delaware limited liability company ( “Rise SPV” or the “US Term Note Borrower”), Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (“Elevate Credit” or the “US Last Out Term Note Borrower”; the US Term Note Borrower, and the US Last Out Term Note Borrower, each a “Rise Borrower” and collectively, the “Rise Borrowers”), the Guarantors (as defined in the Rise Financing Agreement) party thereto (such Guarantors, collectively with the Rise Borrowers, the “Rise Credit Parties”), the Lenders (as defined in the Rise Financing Agreement) party thereto and Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “Rise Agent”) for the Lenders and the Holders (as defined in the Rise Financing Agreement) (such Lenders and Holders, the “Rise Holders”; the Rise Credit Parties, the Rise Agent and the Rise Holders, the “Rise Parties”);

2.that certain Financing Agreement dated as of February 7, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “FinWise Financing Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “FinWise Borrower”), Elevate Credit, as a Guarantor (as defined in the FinWise Financing Agreement), the other Guarantors party thereto (such Guarantors, collectively with Elevate Credit and the FinWise Borrower, the “FinWise Credit Parties”), the Lenders (as defined in the FinWise Financing Agreement) party thereto and Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “FinWise Agent”) for the Lenders and the Holders (as defined in the FinWise Financing Agreement) (such Lenders and Holders, the “FinWise Holders”; the FinWise Credit Parties, the FinWise Agent and the FinWise Holders, the “FinWise Parties”); and

3.that certain Financing Agreement dated as of July 31, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “CCB Financing Agreement”; collectively with the Rise Financing Agreement and the FinWise Financing Agreement, the “Financing Agreements” and each, a “Financing Agreement”) by and among EC SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “CCB Borrower”; collectively with the Rise Borrowers and FinWise Borrower, the “Borrowers” and each, a “Borrower”), Elevate Credit, as a Guarantor (as defined in the CCB Financing Agreement), the other Guarantors party thereto (such Guarantors, collectively with Elevate Credit and the CCB Borrower, the “CCB Credit Parties”; collectively with the Rise Credit Parties and FinWise Credit Parties, the “Credit Parties” and each a “Credit Party”), the Lenders (as defined in the CCB Financing Agreement) party thereto and Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “CCB Agent”; collectively with the Rise Agent and FinWise Agent, the “Agents” and each, an “Agent”) for the Lenders and the Holders (as defined in the CCB Financing Agreement) (such Lenders and Holders, the “CCB Holders”; collectively with the Rise Holders and the FinWise Holders the “Holders” and each, a “Holder”; the CCB Credit Parties, the CCB Agent and the CCB Holders, the “CCB Parties”).

Document

DIRECTOR INDEMNIFICATION AGREEMENT

This Director Indemnification Agreement (this “Agreement”) is made and entered into on [________, 202[_], by and between Elevate Credit, Inc., a Delaware corporation with a principal business address of 4150 International Plaza, Suite 300, Fort Worth, Texas 76109 (“Company”), and [________________], an individual resident of the State of [_____] with a residential address as set forth on the signature page hereto (“Indemnitee”), to be effective as of [____________, 202[__] (the “Effective Date”).

Recitals

A.Section 141 of the Delaware General Corporation Law provides that the business and affairs of a corporation shall be managed by or under the direction of its board of directors.

B.Under Delaware law, a director’s right to be reimbursed for the costs of defense of any Claims, whether such Claims are asserted under state or federal law, does not depend upon the merits of the Claims asserted against the director and is separate and distinct from any right to indemnification the director may be able to establish, and indemnification of the director against civil or criminal fines and penalties is permitted if the director satisfies the applicable standard of conduct.

C.Indemnitee is a director of the Company and his/her willingness to serve in such capacity is predicated, in substantial part, upon the Company’s willingness to indemnify him/her in accordance with the principles reflected above, to the fullest extent permitted by the laws of the state of Delaware, and upon the other undertakings set forth in this Agreement.

D.Therefore, in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued service as a director of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “Constituent Documents”), any change in the composition of the Company’s Board of Directors (the “Board”) or any change-in-control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancement of Expenses (as defined in Section 1(d)) to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

E.In light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that the provisions of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration the receipt and sufficiency of which is acknowledged, the parties hereby agree as follows:

Agreement

1.Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

(a)“Change in Control” means the occurrence after the Effective Date of any of the following events:

(i)the consummation of a reorganization, merger, consolidation, or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation, or other transaction (each, a “Business Combination”), unless, in each case, immediately following such Business Combination all or substantially all of the beneficial owners of voting stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the combined voting power of the then outstanding shares of voting stock of the entity resulting from such Business Combination; or

(ii)approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(b)“Claim” means (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative, investigative or other, and whether made pursuant to federal, state or other law; (ii) any inquiry or investigation, whether made, instituted or conducted by the Company or any other party, including without limitation any federal, state or other governmental entity, that Indemnitee determines might lead to the institution of any such claim, demand, action, suit or proceeding; (iii) the receipt by Indemnitee of any written request to toll a period or statute of limitations; (iv)


1

the receipt by Indemnitee of a subpoena, request for an interview or request for production of documents; and (v) any demand for mediation, arbitration or other alternative dispute resolution proceeding.

(c)“Disinterested Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.

(d)“Expenses” means attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable in connection with investigating, defending, responding to, being a witness in or participating in (including on appeal), or preparing to investigate, defend, respond to, be a witness in or participate in (including on appeal), any Claim and the premium on appeal, attachment or similar bonds.

(e)“Incumbent Directors” means the individuals who, as of the Effective Date, are Directors of the Company and any individual becoming a Director subsequent to the Effective Date whose election, nomination for election by the Company’s stockholders, or appointment, was approved by a vote of at least two- thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is nominated for director, without objection to such nomination).

(f)“Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director of the Company or as a director of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director of the Company or as a current or former director of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status.

(g)“Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

(h)“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(i)“Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), amounts paid in settlement, arbitration awards, and fee awards, including without limitation all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing.

(j)“Subsidiary” means an entity in which the Company directly or indirectly beneficially owns 50% or more of the outstanding Voting Stock.

(k)“Voting Stock” means securities entitled to vote generally in the election of directors (or similar governing bodies).

2.Indemnification Obligation. Subject to Section 7, the Company shall indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted by the laws of the State of Delaware in effect on the Effective Date or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses; provided, however, that, except as provided in Sections 5 and 21, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director, officer or other executive of the Company unless the Company has joined in or consented to the initiation of such Claim.

3.Advancement of Expenses. Indemnitee shall have the right to advancement by the Company on a current basis of any Indemnifiable Claim of any and all Expenses relating to any Indemnifiable Claim paid


2

or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within five (5) business days after any request by Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without interest, any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to such Indemnifiable Claim. Further, in connection with any such payment, advancement or reimbursement, Indemnitee shall execute and deliver to the Company an undertaking, which need not be secured and shall be accepted without reference to Indemnitee’s ability to repay the Expenses, agreeing to repay any Expenses to the extent that Indemnitee shall have been determined, pursuant to Section 7, not to be entitled to indemnification hereunder.

4.Indemnification for Additional Expenses. The Company shall also indemnify against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five (5) business days of such request, any Expenses paid or incurred by Indemnitee or which Indemnitee determines he or she is reasonably likely to pay or incur in connection with any Claim by Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim to which the advance related. Further, in connection with any such payment, advancement or reimbursement, Indemnitee shall execute and deliver to the Company an undertaking, which need not be secured and shall be accepted without reference to Indemnitee’s ability to repay the Expenses, agreeing to repay any Expenses to the extent that Indemnitee shall have been determined, pursuant to Section 7, not to be entitled to indemnification hereunder.

5.Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Loss but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

6.Procedure for Notification. To obtain indemnification under this Agreement in respect of a Claim, Indemnitee shall submit to the Company a written request therefor, including a brief description (based upon information then available to Indemnitee) of such Claim and containing the undertaking described in Section 3. The Company shall give prompt written notice of Claims to applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee and his or her counsel a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Claim, in each case substantially concurrently with the delivery or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company of any Claim shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Claim and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.

7.Determination of Right to Indemnification.

(l)To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against all Indemnifiable Losses relating to such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 7(b)) shall be required.

(m)To the extent that the provisions of Section 7(a) are inapplicable to an Indemnifiable Claim that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to such Indemnifiable Claim (a “Standard of Conduct Determination”) shall be made as follows: (i) unless a Change of Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board or (B) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control has occurred, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five (5) business days of such request, any and all costs and Expenses


3

(including attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal), any Claim and the premium on appeal, attachment or similar bonds) incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination.

(n)The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 7(b) to be made as promptly as practicable. If the person or persons determined under Section 7 to make the Standard of Conduct Determination shall not have made a determination within thirty (30) days after the later of (A) receipt by the Company of written notice from Indemnitee advising the Company of the final disposition of the applicable Indemnifiable Claim (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such thirty (30)-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person or persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto.

(o)If (i) Indemnitee shall be entitled to indemnification pursuant to Section 7(a), (ii) no determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law is a legally required condition to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been determined or deemed pursuant to Section 7(b) or (c) to have satisfied any applicable standard of conduct under Delaware law which is a legally required condition to indemnification of Indemnitee then the Company shall pay to Indemnitee, within five (5) business days after the later of (x) the Notification Date regarding the Indemnifiable Claim giving rise to the Indemnifiable Losses and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Indemnifiable Losses.

(p)If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 7(b)(i), the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 7(b)(ii), the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five (5) business days after receiving written notice of selection from the other, deliver to the other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1(h), and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences and clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 7(e) to make the Standard of Conduct Determination shall have been selected within thirty (30) days after the Company gives its initial notice pursuant to the first sentence of this Section 7(e) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 7(e), as the case may be, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 7(b). In the event of a proper and timely objection to the Independent Counsel selected by either the Indemnitee or the Board of Directors, the deadlines provided under Section 7(c) shall be stayed until such objection is resolved pursuant to this Section 7.


4

its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct shall be a defense to any Claim by Indemnitee for indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

9.No Other Presumption. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or that indemnification hereunder is otherwise not permitted.

10.Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, or the substantive laws of the Company’s jurisdiction of incorporation, any other contract or otherwise (collectively, “Other Indemnity Provisions”); provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the Effective Date, Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnity Provision.

11.Liability Insurance and Funding. For the duration of Indemnitee’s service as a director of the Company, and for not less than six (6) years thereafter, the Company shall procure and maintain in full force and effect at its own expense insurance policies providing directors and officers, employment practices liability and fiduciary liability insurance coverages as approved by the Board or the risk committee thereof. The Company shall be responsible for the payment of any and all self-insured retentions, deductibles or coinsurance obligations under such policies. The Company shall provide Indemnitee with a copy of all insurance applications, binders, policy forms, declarations, endorsements and other related materials for all such policies, and shall provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality or effect of the two immediately preceding sentences, the Company shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next (i) without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed). In all policies of insurance required to be procured and maintained by the Company under this Agreement, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s other directors most favorably insured by such policy. The Company may, but shall not be required to, create a trust fund, grant a security interest, pay a retainer, or use other means including, without limitation, a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement. In no event shall the Company’s compliance with the terms of this Section 11 or the maintenance of any insurance of any kind be construed to relieve the Company of its obligations to indemnify or advance Expenses to Indemnitee as required by this Agreement. In the event of a Change in Control or the Company’s becoming insolvent (including being placed into receivership or entering the federal bankruptcy process and the like), the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance (directors’ and officers’ liability, fiduciary, employment practices or otherwise) in respect of Indemnitee, for a period of six (6) years thereafter.

12.Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee against other persons or entities, including any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f). Indemnitee shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses, including attorneys’ fees and charges, related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company). Company hereby waives and releases any and all rights of subrogation, whether contractual or equitable, which Company may have, now or in the future, against Indemnitee relating to any Indemnifiable Claim or Indemnifiable Loss.

13.No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise.


5

counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

15.Successors and Binding Agreement.

(q)The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegable by the Company.

(r)This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.

(s)This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

16.Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five (5) business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid or one (1) business day after having been sent for next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the addresses shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

17.Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the Chancery Court of the State of Delaware.

18.Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately preceding sentence, the parties thereto shall take all such action as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with


6

one or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal.

19.Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement. References to Sections are to references to Sections of this Agreement.

20.Legal Fees and Expenses. Without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, then the Company irrevocably authorizes the Indemnitee to retain counsel of Indemnitee’s choice to advise and represent Indemnitee in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, executive, stockholder or other person affiliated with the Company, in any jurisdiction. In connection with any of the foregoing, the Company will reimburse Indemnitee in full for any and all attorneys’ and related fees and expenses incurred by Indemnitee in connection with any such action to the extent that Indemnitee ultimately is successful on the merits of such action.

21.Certain Interpretive Matters. No provision of this Agreement shall be interpreted in favor of, or against, either of the parties hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof or thereof.

22.Signatures. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together shall constitute one and the same agreement. Signatures received by facsimile, PDF file or other electronic format (including DocuSign) shall be deemed to be original signatures.


7

IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized representative to execute this Agreement as of the Effective Date.


ELEVATE CREDIT, INC.
a Delaware corporation

By:
Name:
Title:

[DIRECTOR]

			Signature of Director



			(Address)

INDEMNIFICATION AGREEMENT (EXECUTIVES)

This Indemnification Agreement (Executives) (this “Agreement”) is made and entered into on [________, 202[_], by and between Elevate Credit, Inc., a Delaware corporation with a principal business address of 4150 International Plaza, Suite 300, Fort Worth, Texas 76109 (“Company”), and [________________], an individual resident of the State of [_____] with a residential address as set forth on the signature page hereto (“Indemnitee”), to be effective as of [____________, 202[__] (the “Effective Date”).

Recitals

A. Under Delaware law, an officer’s or employee’s right to be reimbursed for the costs of defense of any Claims, whether such Claims are asserted under state or federal law, does not depend upon the merits of the Claims asserted against the officer or employee and is separate and distinct from any right to indemnification the officer or employee may be able to establish, and indemnification of the officer or employee against civil or criminal fines and penalties is permitted if the officer or employee satisfies the applicable standard of conduct.

B. Indemnitee is an officer or employee of the Company and his/her willingness to serve in such capacity is predicated, in substantial part, upon the Company’s willingness to indemnify him/her in accordance with the principles reflected above, to the fullest extent permitted by the laws of the state of Delaware, and upon the other undertakings set forth in this Agreement.

C. Therefore, in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued service as an officer or employee of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “Constituent Documents”), any change in the composition of the Company’s Board of Directors (the “Board”) or any change-in-control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancement of Expenses (as defined in Section 1(d)) to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

D. In light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that the provisions of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration the receipt and sufficiency of which is acknowledged, the parties hereby agree as follows:

Agreement

A.Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

(a)“Change in Control” means the occurrence after the Effective Date of any of the following events:

(ii)approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

proceeding; (iii) the receipt by Indemnitee of any written request to toll a period or statute of limitations; (iv) the receipt by Indemnitee of a subpoena, request for an interview or request for production of documents; and (v) any demand for mediation, arbitration or other alternative dispute resolution proceeding.

(c)“Disinterested Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.

(e)“Incumbent Directors” means the individuals who, as of the Effective Date, are Directors of the Company and any individual becoming a Director subsequent to the Effective Date whose election, nomination for election by the Company’s stockholders, or appointment, was approved by a vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is nominated for director, without objection to such nomination).

(f)“Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee, executive or agent of the Company or as a director, officer, employee, executive member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, executive, member, manager, trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, executive, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status.

(g)“Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

(j)“Subsidiary” means an entity in which the Company directly or indirectly beneficially owns 50% or more of the outstanding Voting Stock.

(k)“Voting Stock” means securities entitled to vote generally in the election of directors (or similar governing bodies).

any director, officer or other executive of the Company unless the Company has joined in or consented to the initiation of such Claim.

3.Advancement of Expenses. Indemnitee shall have the right to advancement by the Company on a current basis of any Indemnifiable Claim of any and all Expenses relating to any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within five (5) business days after any request by Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without interest, any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to such Indemnifiable Claim. Further, in connection with any such payment, advancement or reimbursement, Indemnitee shall execute and deliver to the Company an undertaking, which need not be secured and shall be accepted without reference to Indemnitee’s ability to repay the Expenses, agreeing to repay any Expenses to the extent that Indemnitee shall have been determined, pursuant to Section 7, not to be entitled to indemnification hereunder.

7.Determination of Right to Indemnification.

Indemnitee hereunder against Indemnifiable Losses relating to such Indemnifiable Claim (a “Standard of Conduct Determination”) shall be made as follows: (i) unless a Change of Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board or (B) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control has occurred, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five (5) business days of such request, any and all costs and Expenses (including attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal), any Claim and the premium on appeal, attachment or similar bonds) incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination.

(n)The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 7(b) to be made as promptly as practicable. If the person or persons determined under Section 7 to make the Standard of Conduct Determination shall not have made a determination within thirty (30) days after the later of (A) receipt by the Company of written notice from Indemnitee advising the Company of the final disposition of the applicable Indemnifiable Claim (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such thirty (30) day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person or persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto.

as the Court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 7(b). In the event of a proper and timely objection to the Independent Counsel selected by either the Indemnitee or the Board of Directors, the deadlines provided under Section 7(c) shall be stayed until such objection is resolved pursuant to this Section 7.

8.Presumption of Entitlement. In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct, and the Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Court of Chancery of the State of Delaware. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct shall be a defense to any Claim by Indemnitee for indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

11.Liability Insurance and Funding. For the duration of Indemnitee’s service as an executive, officer, and/or employee of the Company, and for not less than six (6) years thereafter, the Company shall procure and maintain in full force and effect at its own expense insurance policies providing directors and officers, employment practices liability and fiduciary liability insurance coverages as approved by the Board or the risk committee thereof. The Company shall be responsible for the payment of any and all self-insured retentions, deductibles or coinsurance obligations under such policies. The Company shall provide Indemnitee with a copy of all insurance applications, binders, policy forms, declarations, endorsements and other related materials for all such policies, and shall provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality or effect of the two immediately preceding sentences, the Company shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next (i) without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed). In all policies of insurance required to be procured and maintained by the Company under this Agreement, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s other executives, officers and employees most favorably insured by such policy. The Company may, but shall not be required to, create a trust fund, grant a security interest, pay a retainer, or use other means including, without limitation, a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement. In no event shall the Company’s compliance with the terms of this Section 11 or the maintenance of any insurance of any kind be construed to relieve the Company of its obligations to indemnify or advance Expenses to Indemnitee as required by this Agreement. In the event of a Change in Control or the Company’s becoming insolvent (including being placed into receivership or entering the federal bankruptcy process and the like), the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance (directors’ and officers’ liability, fiduciary, employment practices or otherwise) in respect of Indemnitee, for a period of six (6) years thereafter.

14.Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

15.Successors and Binding Agreement.

(a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegable by the Company.

(q)This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.

(r)This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

business day after having been sent for next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the addresses shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized representative to execute this Agreement as of the Effective Date.


ELEVATE CREDIT, INC.
a Delaware corporation

By:
Name:			Jason Harvison
Title:			President & CEO

[NAME]

			Signature of Officer or Executive



			(Address)

Document

Exhibit 31.1

CERTIFICATION

I, Jason Harvison, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Elevate Credit, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	August 9, 2022	By:	/s/ Jason Harvison
			Jason Harvison
			President & Chief Executive Officer (Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATION

I, Steven A. Trussell, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Elevate Credit, Inc.;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	August 9, 2022	By:	/s/ Steven A. Trussell
			Steven A. Trussell
			Chief Financial Officer (Principal Financial Officer)

Document

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Jason Harvison, Chief Executive Officer of Elevate Credit, Inc. (the "Company"), hereby certify, that, to my knowledge:

i.The Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

ii.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:	August 9, 2022	By:	/s/ Jason Harvison
			Jason Harvison
			President & Chief Executive Officer (Principal Executive Officer)

Document

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Steven A. Trussell, Chief Financial Officer of Elevate Credit, Inc. (the "Company"), hereby certify, that, to my knowledge:

ii.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:	August 9, 2022	By:	/s/ Steven A. Trussell
			Steven A. Trussell
			Chief Financial Officer (Principal Financial Officer)