UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549 

 

FORM 10-Q/A

(Amendment No. 1) 

 

(Mark One) 

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

For the quarterly period ended March 31, 2016 

OR 

|  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|------------------------------------------------------------------------------------------|

For the transition period from                      to                      

Commission File Number 1-35503 

 

Enova International, Inc. 

(Exact name of registrant as specified in its charter) 

 

 

| Delaware                                                        |   | 45-3190813                                      |
|-----------------------------------------------------------------|--------|-------------------------------------------------|
| (State or other jurisdiction of

Incorporation or organization) |   | (I.R.S. Employer

Identification No.) |
|                                                            |   |
| 175 West Jackson Blvd.

Chicago, Illinois                       |   | 60604                                           |
| (Address of principal executive offices)                        |   | (Zip Code)                                      |

(312) 568-4200 

(Registrant’s telephone number, including area code) 

NONE

(Former name, former address and former fiscal year, if changed since last report) 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

Yes  x    No   ̈

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

 

| Large accelerated filer |   |  ̈                                                          |    | Accelerated filer              |   | x |
|-----------------------------------|--------|-----------------------------------------------------------------|--------------|-------------------------------------|--------|--------|
|                              |   |                                                            |         |
| Non-accelerated filer             |   |  ̈  (Do not check if a smaller reporting company) |    | Smaller reporting company |   |  ̈ |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

Yes   ̈    No  x

33,158,148 of the Registrant’s common shares, $.00001 par value, were outstanding as of May 5, 2016.

 

 

 

 

----

 

Explanatory Note

This Amendment No. 1 to Form 10-Q (this “Amendment No. 1”) amends the Quarterly Report on Form 10-Q of Enova International, Inc. (the “Company”) for the quarter ended March 31, 2016, which was originally filed on May 6, 2016 (the “Original Filing”).  The Company is filing this Amendment No. 1 solely for the purpose of re-filing Exhibits 10.1 and 10.2 thereto in response to comments received from the staff of the Securities and Exchange Commission (the “SEC”) in connection with a confidential treatment request with respect to such agreements (the “Redacted Agreements”).  As a result, portions of the Redacted Agreements that were omitted in Exhibits 10.1 and 10.2 to the Original Filing have been provided in Exhibits 10.1 and 10.2 filed herewith.

This Amendment No. 1 does not reflect events occurring after the Original Filing or modify or update any part of or information set forth in the Original Filing in any way other than Exhibits 10.1 and 10.2.

 

 

 

----

 

 

| ITEM 6. | EXHIBITS |
|--------------|----------|

 

| Exhibit No. |    | Exhibit Description                                                                                                                                                                                                                                             |
|------------------|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |         |
|             |         |
| **10.1           |         | Indenture, dated January 15, 2016, by and between EFR 2016-1, LLC and Bankers Trust Company, as trustee(1)                                                                                                                                                      |
|             |         |                                                                                                                                                                                                                                                            |
| **10.2           |         | Note Purchase Agreement, dated January 15, 2016, by and among Enova Lending Services, LLC, EFR 2016-1, LLC, Jefferies Funding LLC, other noteholders party thereto and from time to time party thereto(1)                                                       |
|             |         |                                                                                                                                                                                                                                                            |
| *10.3            |         | Receivables Purchase Agreement, dated January 15, 2016, between Enova Finance 5, LLC and the Company(1)                                                                                                                                                         |
|             |         |                                                                                                                                                                                                                                                            |
| *10.4            |         | Director Appointment Agreement, dated March 30, 2016, by and among the Company, SAF Capital Management LLC and certain of its affiliates (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on March 31, 2016, File No. 001-35503) |
|             |         |                                                                                                                                                                                                                                                            |
| *31.1            |    | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                              |
|             |         |
| *31.2            |    | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                              |
|             |         |
| **31.3           |         | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                              |
|             |         |
| **31.4           |         | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                              |
|             |         |
| *32.1            |    | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                               |
|             |         |
| *32.2            |    | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                               |
|             |         |                                                                                                                                                                                                                                                            |
| *101.INS         |         | XBRL Instance Document                                                                                                                                                                                                                                          |
|             |         |                                                                                                                                                                                                                                                            |
| *101.SCH         |         | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                                         |
|             |         |                                                                                                                                                                                                                                                            |
| *101.CAL         |         | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                           |
|             |         |                                                                                                                                                                                                                                                            |
| *101.DEF         |         | XBRL Taxonomy Extension Definition Linkbase                                                                                                                                                                                                                     |
|             |         |                                                                                                                                                                                                                                                            |
| *101.LAB         |         | XBRL Taxonomy Extension Label Linkbase Document                                                                                                                                                                                                                 |
|             |         |                                                                                                                                                                                                                                                            |
| *101.PRE         |         | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                          |

 

| (1) | Portions of this document have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------|

| * | Previously filed. |
|---|-------------------|

| ** | Filed herewith. |
|----|-----------------|

 

 

----

 

SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

 

| Date: June 13, 2016 |   | ENOVA INTERNATIONAL, INC. |
|---------------------|--------|---------------------------|
|                |   |                      |   |   |
|                |   | By:                       |   | /s/ Robert S. Clifton |
|                |   |                      |   | Robert S. Clifton |
|                |   |                      |   | Vice President, Chief Financial Officer & Treasurer |
|                |   |                      |   | (On behalf of the Registrant and as Principal Financial and Accounting Officer) |

 

 

 

----

 

EXHIBIT INDEX 

 

| Exhibit No. |    | Exhibit Description                                                                                                                                                                                                                                             |
|------------------|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |         |
|             |         |
| **10.1           |         | Indenture, dated January 15, 2016, by and between EFR 2016-1, LLC and Bankers Trust Company, as trustee(1)                                                                                                                                                      |
|             |         |                                                                                                                                                                                                                                                            |
| **10.2           |         | Note Purchase Agreement, dated January 15, 2016, by and among Enova Lending Services, LLC, EFR 2016-1, LLC, Jefferies Funding LLC, other noteholders party thereto and from time to time party thereto(1)                                                       |
|             |         |                                                                                                                                                                                                                                                            |
| *10.3            |         | Receivables Purchase Agreement, dated January 15, 2016, between Enova Finance 5, LLC and the Company(1)                                                                                                                                                         |
|             |         |                                                                                                                                                                                                                                                            |
| *10.4            |         | Director Appointment Agreement, dated March 30, 2016, by and among the Company, SAF Capital Management LLC and certain of its affiliates (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on March 31, 2016, File No. 001-35503) |
|             |         |                                                                                                                                                                                                                                                            |
| *31.1            |    | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                              |
|             |         |
| *31.2            |    | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                              |
|             |         |
| **31.3           |         | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                              |
|             |         |
| **31.4           |         | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                              |
|             |         |
| *32.1            |    | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                               |
|             |         |
| *32.2            |    | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                               |
|             |         |                                                                                                                                                                                                                                                            |
| *101.INS         |         | XBRL Instance Document                                                                                                                                                                                                                                          |
|             |         |                                                                                                                                                                                                                                                            |
| *101.SCH         |         | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                                         |
|             |         |                                                                                                                                                                                                                                                            |
| *101.CAL         |         | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                           |
|             |         |                                                                                                                                                                                                                                                            |
| *101.DEF         |         | XBRL Taxonomy Extension Definition Linkbase                                                                                                                                                                                                                     |
|             |         |                                                                                                                                                                                                                                                            |
| *101.LAB         |         | XBRL Taxonomy Extension Label Linkbase Document                                                                                                                                                                                                                 |
|             |         |                                                                                                                                                                                                                                                            |
| *101.PRE         |         | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                          |

 

| (1) | Portions of this document have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------|

| * | Previously filed. |
|---|-------------------|

| ** | Filed herewith. |
|----|-----------------|