atlc20251123_8ka.htm
Form 8-K/A date of report 09-11-25 true 0001464343 0001464343 2025-09-11 2025-09-11 0001464343 atlc:CommonStockNoParValueCustomMember 2025-09-11 2025-09-11 0001464343 atlc:SeriesBCumulativePerpetualPreferredStockNoParValue7625CustomMember 2025-09-11 2025-09-11 0001464343 atlc:SeniorNotesDue20266125CustomMember 2025-09-11 2025-09-11 0001464343 atlc:SeniorNotesDue2029925CustomMember 2025-09-11 2025-09-11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
Amendment No. 1
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): September 11, 2025
a01.jpg
 
 
Atlanticus Holdings Corporation
(Exact name of registrant as specified in its charter)
 
         
Georgia
 
000-53717
 
58-2336689
(State or other jurisdiction of
incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
Five Concourse Parkway, Suite 300, Atlanta, Georgia 30328
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: 770-828-2000
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of class
Trading Symbol
Name of exchange on which registered
Common stock, no par value
ATLC
Nasdaq Global Select Market
     
7.625% Series B Cumulative Perpetual Preferred Stock, no par value
ATLCP
Nasdaq Global Select Market
     
6.125% Senior Notes due 2026
ATLCL
Nasdaq Global Select Market
     
9.25% Senior Notes due 2029
ATLCZ
Nasdaq Global Select Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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.                  ☐
 
 

 
Explanatory Note
 
On September 17, 2025, Atlanticus Holdings Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to report the entry into a Membership Interest Purchase Agreement (the “Purchase Agreement”) by Mercury Finance Acquisition, LLC, a Georgia limited liability company and wholly-owned subsidiary of the Company (the “Purchaser”), on September 11, 2025 with Mercury Financial Intermediate LLC, a Delaware limited liability company, Mercury Financial LLC, a Delaware limited liability company (“Mercury”), and solely for purposes of Section 7.7 of the Purchase Agreement, the Company. Pursuant to the Purchase Agreement, and subject to the conditions thereof, the Purchaser acquired all of the issued and outstanding equity interests of Mercury (the “Acquisition”). The purpose of this amendment (the “Amendment No. 1”) to the Original Report is to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K, which were not previously filed with the Original Report, but are permitted to be filed by amendment no later than 71 calendar days after the date the Original Report was required to be filed with the U.S. Securities and Exchange Commission (“SEC”), as permitted by the rules of the SEC. Except for this Explanatory Note, the filing of the financial statements and the pro forma financial information required by Item 9.01, there are no changes to the Original Report.
 
The pro forma financial information included as Exhibit 99.3 to this Amendment No. 1 has been presented for illustrative purposes only, as required by Form 8-K, and is not intended to, and does not purport to, represent what the combined company’s actual results or financial condition would have been if the Acquisition had occurred on the relevant date, and is not intended to project the future results or financial condition that the combined company may achieve following the Acquisition.
 
Item 9.01         Financial Statements and Exhibits
 
(a)
Financial statements of businesses or funds acquired.
 
 
(i)
Attached to this Amendment No. 1 as Exhibit 99.1 are the audited consolidated balance sheets and the related consolidated statements of operations, changes in member’s equity, and cash flows of Mercury as of and for the fiscal years ended December 31, 2023, and December 31, 2024, and the notes to the consolidated financial statements.
 
 
(ii)
Attached to this Amendment No. 1 as Exhibit 99.2 are the unaudited consolidated interim balance sheets and the related unaudited consolidated interim statements of operations, change in member’s equity and cash flows of Mercury as of and for the six months ended June 30, 2025.
 
(b)
Pro forma financial information.
 
Attached to this Amendment No. 1 as Exhibit 99.3 is the unaudited pro forma condensed statement of operations of the Company for the nine months ended September 30, 2025, and the fiscal year ended December 31, 2024. The unaudited pro forma condensed statement of operations of the Company should be read together with the Company’s historical condensed consolidated financial statements included in its quarterly report on Form 10-Q for the quarter ended September 30, 2025.
 
(d)
Exhibits.
Exhibit No.
 
Description
23.1
 
     
99.1
 
   
99.2
 
   
99.3
 
     
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
SIGNATURE
 
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 hereunto duly authorized.
 
         
     
ATLANTICUS HOLDINGS CORPORATION
       
       
         
Date:
November 28, 2025
 
By:
/s/ William R. McCamey
       
Name: William R. McCamey
       
Title: Chief Financial Officer
 
 

Exhibit 23.1

 

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

 

We have issued our report dated November 28, 2025, with respect to the consolidated financial statements of Mercury Financial LLC as of December 31, 2024 and 2023 and for the years then ended included in the Current Report on Form 8-K/A of Atlanticus Holdings Corporation dated November 28, 2025. We consent to the incorporation by reference of said report in the Registration Statements of Atlanticus Holdings Corporation on Form S-3 (File No. 333-279345) and Forms S-8 (File No. 333-150988; File No. 333-196041; File No. 333-211351; File No. 333-218058; File No. 333-224981; and File No. 333-231578).

 

/s/ GRANT THORNTON LLP

 

Philadelphia, Pennsylvania

 

November 28, 2025

 

Exhibit 99.1

 

Mercury Financial LLC

 

Consolidated Financial Statements

December 31, 2024

 

 

 

 

 

Contents

 

 

 

 

 

Page
   

Report of Independent Certified Public Accountants

1
   
   

Consolidated Financial Statements

 
   

Consolidated Balance Sheets

3
   

Consolidated Statements of Operations

4
   

Consolidated Statements of Changes in Member’s Equity (Deficit)

5
   

Consolidated Statements of Cash Flows

6
   

Notes to Consolidated Financial Statements

7

 

 

 
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grant thornton llp

2001 Market St., Suite 800

Philadelphia, PA 19103-7065

 

D    +1 215 561 4200

F    +1 215 561 1066

 

 

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

 

 

 

Member

Mercury Financial LLC

 

Opinion

We have audited the consolidated financial statements of Mercury Financial LLC (a Delaware limited liability company) and subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in member’s equity, and cash flows for the years then ended, and the related notes to the financial statements.

 

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

Basis for opinion

We conducted our audits of the consolidated financial statements in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Responsibilities of management for the financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are available to be issued.

 

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1

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Auditors responsibilities for the audit of the financial statements

 

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

 

In performing an audit in accordance with US GAAS, we:

 

Exercise professional judgment and maintain professional skepticism throughout the audit.

 

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

 

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

 

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

 

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

 

 

/s/ GRANT THORNTON LLP

 

 

Philadelphia, Pennsylvania

November 28, 2025

 

2

 

Mercury Financial LLC

Consolidated Balance Sheets

(Dollars in thousands)

 

   

December 31,

   

December 31,

 
   

2024

   

2023

 
Assets                

Cash and restricted cash

               

Cash and cash equivalents

  $ 66,908     $ 44,640  

Restricted cash

    27,650       50,757  

Total Cash and restricted cash

    94,558       95,397  
                 

Loans

               

Loan receivables

    3,362,445       3,286,743  

Allowance for credit losses

    (388,449 )     (358,679 )

Loan receivables, net

  $ 2,973,996     $ 2,928,064  
                 

Software, net

    14,320       12,610  

Goodwill

    48,409       48,409  

Intangibles, net

    31,120       35,093  

Right of use assets

    1,326       2,443  

Other assets

    13,058       18,127  

Total Assets

  $ 3,176,787     $ 3,140,143  
                 

Liabilities

               

Accounts payable and accrued liabilities

  $ 61,452     $ 100,533  

Accrued interest payable

    7,599       7,149  

Borrowings, net

    2,887,494       2,809,129  

Rewards liability

    38,420       39,359  

Lease liabilities

    1,447       2,660  

Other liabilities

    10,030       9,850  

Total Liabilities

    3,006,442       2,968,680  
                 

Member's Equity

    170,345       171,463  

Total Liabilities and Member's Equity

  $ 3,176,787     $ 3,140,143  

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

3

 

 

Mercury Financial LLC

Consolidated Statements of Operations

(Dollars in thousands)

 

For the Years ended

 

December 31,

   

December 31,

 
   

2024

   

2023

 
                 

Interest income

  $ 795,148     $ 696,256  

Interest expense

    283,984       207,031  
                 

Net interest income

    511,164       489,225  
                 

Provision for credit losses

    521,838       412,619  
                 

Net interest (loss) income after provision for loan losses

    (10,674 )     76,606  
                 

Non-interest income

               

Late fees

    36,660       40,233  

Interchange fees, net

    14,401       12,388  

Other non-interest income

    14,199       12,392  

Total non-interest income

    65,260       65,013  
                 

Non-interest expense

               

Compensation

    55,339       62,312  

Marketing

    7,691       28,706  

Legal and professional

    16,154       14,559  

Amortization of intangibles

    3,973       3,973  

General and administrative

    68,873       63,939  

Other expenses

    31,560       34,458  

Total non-interest expense

    183,590       207,947  
                 

Net Loss

  $ (129,004 )   $ (66,328 )

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

4

 

Mercury Financial LLC

Consolidated Statement of Changes in Member's Equity

(Dollars in thousands)

 

Balance at January 1, 2023

  $ 183,685  
         

Cumulative effect from change in accounting principle (CECL)

    (31,045 )

Investment by Mercury Financial Intermediate LLC

    97,575  

Return of capital to Mercury Financial Intermediate LLC

    (12,424 )

Net loss

    (66,328 )
         

Balance at December 31, 2023

  $ 171,463  
         

Investment by Mercury Financial Intermediate LLC

    150,370  

Return of capital to Mercury Financial Intermediate LLC

    (22,484 )

Net loss

    (129,004 )
         

Balance at December 31, 2024

  $ 170,345  

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

5

 

 

Mercury Financial LLC

Consolidated Statements of Cash Flows

(Dollars in thousands)

 

For the Years ended

 

December 31,

   

December 31,

 
   

2024

   

2023

 

Cash Flows from Operating Activities

               

Net Loss

  $ (129,004 )   $ (66,328 )

Adjustments to reconcile net loss to net cash provided by operating activities

               

Amortization of intangibles

    3,973       3,973  

Depreciation and amortization

    45,857       35,100  

Provision for credit losses

    521,838       412,619  

Changes in operating assets and liabilities

               

Other assets

    4,851       (2,937 )

Rewards liability

    (939 )     3,386  

Accounts payable and accrued liabilities

    (3,084 )     6,174  

Accrued interest payable

    450       2,698  

Other liabilities

    86       1,089  

Net cash provided by operating activities

    444,027       395,774  

Cash Flows from Investing Activities

               

Purchase of software

    (7,371 )     (7,088 )

Change in loans, net

    (631,706 )     (971,857 )

Net cash used in investing activities

    (639,077 )     (978,945 )

Cash Flows from Financing Activities

               

Proceeds from secured credit facilities

    2,064,000       1,699,002  

Payments on secured credit facilities

    (1,988,242 )     (1,170,502 )

Investment by Mercury Financial Intermediate LLC

    150,370       97,575  

Return of capital to Mercury Financial Intermediate LLC

    (22,484 )     (12,424 )

Unsecured borrowings

    1,928       1,990  

Payment of financing costs

    (11,360 )     (9,944 )

Net cash provided by financing activities

    194,211       605,697  

Change in cash and cash equivalents

    (839 )     22,526  

Cash and Cash Equivalents and Restricted Cash, at beginning of year

    95,397       72,871  

Cash and Cash Equivalents and Restricted Cash, at end of year

  $ 94,558     $ 95,397  

Supplemental Cash Flow Information

               

Interest paid

    283,534       205,778  

Non-cash Investing and Financing Activities:

               

Change in amount due to funding partner for loan receivables

    (35,997 )     3,443  

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

6

 

Note 1. Organization

 

Description of Business and Basis of Presentation

 

Mercury Financial LLC is a Delaware limited liability company established on October 11, 2017, as the main operating company for its ultimate parent company Mercury Financial Holdings LLC. Mercury Financial LLC changed its name from CreditShop LLC on October 1, 2020. Mercury Financial LLC is a wholly owned subsidiary of Mercury Financial Intermediate LLC. At December 31, 2024, its subsidiaries included:

 

 

Mercury Financial Transferor LLC

 

Mercury Financial Credit Card Master Trust

 

Mercury Financial LLC and its subsidiaries (collectively, the “Company”) operate in the consumer finance industry, providing credit card loans to customers.

 

The accompanying consolidated financial statements as of and for the year ended December 31, 2024 include the accounts of Mercury Financial LLC and its subsidiaries. All significant intercompany balances and transactions have been eliminated.

 

Note 2. Summary of Significant Accounting Policies

 

Basis of Accounting

 

The accompanying consolidated financial statements of the Company have been presented on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP").

 

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make certain estimates. Actual results could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein. The significant estimates include the allowance for credit losses, credit card rewards liability, purchased credit card relationships (“PCCR”), and fair value of financial instruments.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit of $250,000 per respective financial institution. Cash in excess of the FDIC limit is not insured by the FDIC. The Company believes it mitigates this risk by placing its cash with high credit quality financial institutions.

 

Restricted Cash

 

Restricted cash represents cash held at third-party banks under the terms of various secured financing agreements and is released from restriction upon making payments on the related secured financing agreements as detailed in the terms of the agreements.

 

 
7

Mercury Financial LLC
Notes to Consolidated Financial Statements – Continued
December 31, 2024

 

Loans

 

The accounting and measurement framework for loans differs depending on the loan classification, whether the loans are originated or purchased, and whether purchased loans were acquired at a discount due to evidence of credit deterioration since the date of origination. Upon origination or purchase, the Company classifies loans as held for investment or held for sale based on management’s intent and ability with regard to the loans, which may change over time.

 

Loans that the Company has the ability and intent to hold for the foreseeable future and loans associated with secured borrowings are classified as held for investment. The Company’s credit card portfolio consists of loans held for investment. All credit card loans are reported at their amortized cost, which is the outstanding principal balance, net of any unamortized deferred fees and costs, and unamortized premiums and discounts. Credit card loans also include billed finance charges and fees, net of the estimated uncollectible amount.

 

Interest income is recognized on loans held for investment on an accrual basis. The Company defers loan origination fees and direct loan origination costs on credit card loans and amortizes these amounts on a straight-line basis over a 12-month period.

 

Purchased Loans

 

All purchased loans, including loans transferred in a 2017 business combination, were initially recorded at fair value. In accordance with the applicable authoritative accounting guidance, to determine the fair value of loans at acquisition, the Company estimated discounted contractual cash flows due, including prepayments, using an observable market rate of interest, when available, adjusted for factors that a market participant would consider in determining fair value. At acquisition, all loans were classified as loans held for investment.

 

Delinquent and Nonperforming Loans

 

The entire balance of a loan is considered contractually delinquent if the minimum required payment is not received by the first statement cycle date equal to or following the due date specified on the customer's billing statement. Delinquency is reported on loans that are more than 30 days past due.

 

Charge-offs

 

The Company charges off loans as a reduction to the allowance for credit losses when it determines the loan is uncollectible and records subsequent recoveries of previously charged-off amounts as an increase to the allowance for credit losses.

 

The Company generally charges off any credit card loans, including any accrued fees and charges once the account has been classified as delinquent for 180 days. Bankrupt credit card accounts are charged off 60 days after the receipt of the bankruptcy notification, if earlier than 180 days delinquent. Accounts of deceased customers are reviewed for settlement through estates or other parties and are charged off when they are deemed uncollectible, if earlier than 180 days delinquent.

 

Allowance for Credit Losses

 

ASC 326 Financial Instruments – Credit Losses is the standard using Current Expected Credit Losses (CECL) to calculate the Allowance for Credit Losses (ACL) and was adopted by the Company on January 1, 2023. The previously incurred loss methodology is replaced with an expected loss methodology measuring financial asset losses, which does not include unbilled interest, over the expected life of the asset at amortized cost.

 

8

Mercury Financial LLC
Notes to Consolidated Financial Statements – Continued
December 31, 2024

 

The Company’s CECL modeling process includes using the Probability of default/Loss given default cash flow model. The process combines a significant set of historical data across banks and thrift institutions dating back to 2005 aligning with historical loss rates by FICO bands. Once the Company has sufficient historical data of its own, then the respective set of internal data will be used. Three different scenarios are created to calculate the reserve. For each of the base, adverse, and severely adverse scenarios cash flow forecasts are developed and the expected credit losses are discounted to their present value at the applicable credit spread. A regression model is used to assist in applying a reasonable and supportable forecast for the adverse and severely adverse scenarios. Once the base reserve level is established, then more risky scenarios are calculated driven by the Federal Reserve Comprehensive Capital Analysis and Review (“CCAR”) of unemployment rates, regressed to credit card loss rates. The significant inputs or judgements used are expected life of loan, historical loss rates by FICO score, expected recovery rates, and qualitative factors that are considered in weighting the scenarios. The life of loan estimate is 8 quarters.

 

The qualitative factors that are used in probability weighting the scenarios are the following:

 

 

-

The institution’s lending policies and procedures, including changes in underwriting standards and practices for collections, write-offs, and recoveries

 

-

Actual and expected changes in international, national, regional, and local economic and business conditions and developments in which the institution operates that affect the collectability of financial assets

 

-

The nature and volume of the institution’s financial assets

 

-

The experience, ability, and depth of the institution’s lending, investment, collection, and other relevant management and staff

 

-

The volume and severity of past due financial assets, the volume of nonaccrual assets, and the volume and severity of adversely classified or graded assets

 

-

The quality of the institution’s credit review function

 

-

The existence, growth, and effect of any concentrations of credit

 

-

The effect of other external factors such as the regulatory, legal and technological environments; competition; and events such as natural disasters

 

Software, Net

 

The Company capitalizes certain costs related to the development of its internal software platform. Costs incurred during the application development phase are capitalized only when the Company believes it is probable the development will result in new or additional functionality. The types of costs capitalized during the application development phase include employee compensation, as well as consulting fees for third-party developers working on these projects. Costs related to the preliminary project stage and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over the estimated useful life of the asset. When internal-use software that was previously capitalized is abandoned, the cost less the accumulated amortization, if any, is recorded as amortization expense. Fully amortized capitalized internal-use software costs are removed from their respective accounts. The Company also purchases software which is depreciated on a straight-line basis over a five-year period.

 

9

Mercury Financial LLC
Notes to Consolidated Financial Statements – Continued
December 31, 2024

 

Goodwill

 

Goodwill is initially recorded as the excess of the cost of an acquired entity over the fair value of net assets acquired. The Company measures its goodwill for impairment on an annual basis or when events indicate that goodwill may be impaired. The Company first assesses qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Based on the results of the qualitative assessment, the Company then determines whether it needs to calculate the fair value of the reporting unit as part of the first step of the two-step goodwill impairment test. The goodwill impairment test two-step process requires management to make judgments in determining what assumptions to use in the calculation. The first step in the process is to identify potential goodwill impairment by comparing the fair value of the reporting unit to its carrying value. If the carrying value is less than fair value, the Company would complete step two in the impairment review process, which measures the amount of goodwill impairment. For 2024 and 2023, The Company stopped after the qualitative assessment as no indicators of impairment were identified.

 

Intangible Assets, Net

 

Intangible assets represents the Company’s PCCR balance. PCCR is the identifiable intangible value assigned to customer relationships arising from a business combination that occurred during 2017. The PCCR is amortized on a straight-line basis over its estimated useful life of fifteen years. The Company evaluates the PCCR annually for impairment or more frequently if facts and circumstances indicate the net book value of the asset may not be recoverable. No impairment charges were recognized on the PCCR for the years ended December 31, 2024 and 2023.

 

Rewards Liability

 

Some of the Company’s credit card accounts are associated with customer reward programs, which allow the customer to earn rewards that can be redeemed for statement credits, gift cards, cash back or applied against purchases on certain online platforms. The amount of reward that a customer earns varies based on the terms and conditions of the reward program and product. When rewards are earned by a customer, rewards expense is recorded as an offset to interchange income, which is included in interchange fees, net, within non-interest income, with a corresponding increase to the customer rewards liability. The customer rewards liability is computed based on the estimated redemption cost of rewards earned and is reduced as rewards are redeemed. In estimating the customer rewards liability, the Company considers historical redemption and spending behavior, as well as the terms and conditions of the reward programs, among other factors. The Company expects that the majority of rewards earned by customers will eventually be redeemed.

 

Revenue Recognition

 

In the ordinary course of business, the Company recognizes interest income, including finance charges, and fees on loans in interest and non-interest income in accordance with the contractual provisions of the loan arrangements.

 

Finance charges and fees on credit card loans, net of amounts that are considered written-off as uncollectible, are included in loan receivables and revenue when the fees are earned. Annual membership fees are deferred and amortized into income over one year on a straight-line basis. The Company continues to accrue finance charges and fees, net of amounts that are considered written-off as uncollectible, on credit card loans until the account is charged off.

 

10

Mercury Financial LLC
Notes to Consolidated Financial Statements – Continued
December 31, 2024

 

Interchange income represents merchant fees and network incentives for credit card transactions processed through interchange networks, net of fees retained by the interchange networks and merchant’s processing bank and is recognized at the time of the transaction. As previously noted, interchange income is also presented net of rewards expense related to customer rewards programs.

 

Marketing and Advertising Costs

 

Direct marketing costs, including print, postage, and advertising expenses, are expensed as incurred. In contrast, account acquisition costs paid to internet aggregators and cooperative marketing are considered loan origination costs and are amortized.

 

Income Taxes

 

The Company has determined that it is a pass-through entity for federal income tax purposes. As a result, the net taxable income and any related tax credits, for federal income tax purposes, are deemed to pass to its ultimate members and are included in their tax returns. Accordingly, no federal income tax provision has been made in the consolidated financial statements of the Company since the federal income tax is an obligation of the Company’s ultimate members.

 

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes, requires that the Company recognize the impact of a tax position that is more likely than not to be disallowed upon examination, including resolution of any appeals or litigation processes, based upon the technical merits of the position. Management has reviewed the tax position taken related to the Company’s tax status and federal and state filing requirements as required under ASC 740. Based on this review, management is of the opinion that the Company’s tax position would more likely than not be sustained by examination. Accordingly, the Company has not recorded an income tax liability for uncertain tax benefits. The Company’s federal and state tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examinations by various jurisdictions.

 

Fair Value Measurements

 

FASB ASC 820, Fair Value Measurement, establishes a framework for using fair value to measure assets and liabilities, and defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, as opposed to the price that would be paid to acquire the asset, or received to assume the liability. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market.

 

Fair value measure should reflect the assumptions that market participants would use in pricing the asset or liability, including the assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset, and the value based on inputs the Company uses to derive fair value measurements. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:

 

Level 1 inputs: Quoted market prices (unadjusted) for identical assets or liabilities traded in active markets.

 

Level 2 inputs: Quoted market prices for similar instruments traded in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.

 

11

Mercury Financial LLC
Notes to Consolidated Financial Statements – Continued
December 31, 2024

 

Level 3 inputs: Unobservable inputs for the asset or liability and rely on management’s own estimates for assumptions that market participants would use in pricing the asset or liability that include option pricing models, discounted cash flow models and similar techniques, but may also include the use of market prices of assets or liabilities that are not directly comparable to the subject asset or liability.

 

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. See “Note 10. Fair Value of Financial Instruments” for the fair value of the Company’s financial instruments as of December 31, 2024 and December 31, 2023.

 

Lease Accounting

 

The Company complies with ASC 842 for lease accounting. All leases are classified as either financing or operating leases at inception date and must be capitalized when longer than 12 months. The leases reporting under the new ASC 842 are required to be recognized both as assets and liabilities. The liability is measured as the present value of lease payments, while the asset is equal to the liability adjusted for certain items such as prepaid rent and lease incentives. The operating lease asset is recorded as the right-of-use asset (ROU asset) and represents the lessee’s right to use the underlying asset while the lease liability represents the lessee’s financial obligation over the length of the lease.

 

When accounting for an operating lease, the lessee must recognize a single lease cost allocated over the term of the lease, normally on a straight-line basis, and classify all cash payments within operating activities on the cash flow statement. When accounting for finance leases, lessees must recognize interest on the lease liability and amortization of the right-of-use asset in separate line items on the income statement. Also, payments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability within operating activities must be classified on the cash flow statement.

 

Note 3. Loans

 

Portfolio Composition

 

The Company’s loan portfolio is considered to be held for investment.

 

   

December 31, 2024

   

December 31, 2023

 

(Dollars in thousands)

 

Total

   

Total

 
                 

Outstanding balance

  $ 3,314,177     $ 3,243,276  

Accrued Finance charges and fees

    44,274       43,467  

Loan Origination Costs, net

    3,994       -  
    $ 3,362,445     $ 3,286,743  

 

12

Mercury Financial LLC
Notes to Consolidated Financial Statements – Continued
December 31, 2024

 

Credit Quality

 

The Company closely monitors economic conditions and loan performance trends to manage and evaluate its exposure to credit risk. Trends in delinquency rates are an indicator of credit risk within the loan portfolio. The table below presents the composition and an aging analysis of the outstanding balance of the loan portfolio as of December 31, 2024 and December 31, 2023.

 

   

December 31, 2024

 
           

31-60

   

61-90

   

>90

   

Total

         

(Dollars in thousands)

 

Current

   

Days

   

Days

   

Days

   

Delinquent

   

Total

 

Credit card loans

  $ 3,031,919     $ 70,215     $ 54,940     $ 157,104     $ 282,259     $ 3,314,177  
                                                 

Total loans

  $ 3,031,919     $ 70,215     $ 54,940     $ 157,104     $ 282,259     $ 3,314,177  

% of total loans

    91 %     2 %     2 %     5 %     9 %     100 %

 

   

December 31, 2023

 
           

31-60

   

61-90

   

>90

   

Total

         

(Dollars in thousands)

 

Current

   

Days

   

Days

   

Days

   

Delinquent

   

Total

 

Credit card loans

  $ 2,957,296       74,552       60,779       150,649       285,979     $ 3,243,276  
                                                 

Total loans

  $ 2,957,296     $ 74,552     $ 60,779     $ 150,649     $ 285,979     $ 3,243,276  

% of total loans

    91 %     2 %     2 %     5 %     9 %     100 %

 

Allowance for Credit Losses

 

The loan portfolio is diversified across over a million accounts in the United States without significant individual exposure. As a result, the Company manages credit on an aggregate basis within each portfolio segment with common risk characteristics. The risks in the portfolio segments correlate to broad economic trends, such as unemployment rates and customer liquidity. The primary indicators the Company assesses in monitoring the credit quality and risk of the portfolio segments are FICO scores, historical delinquency and charge-off trends. With this information, the Company has a third-party run the data through a CECL model to estimate the allowance on its credit card loan portfolio with three different scenarios. The Company then incorporates qualitative factors into the calculation to weigh probabilities of each scenario which results in the allowance amount.

 

13

Mercury Financial LLC
Notes to Consolidated Financial Statements – Continued
December 31, 2024

 

The Company’s allowance for credit losses represents management’s best estimate of losses inherent in the loan portfolio as of the consolidated balance sheet date. The table below summarizes changes in the allowance for credit losses for the year ended December 31, 2024 and December 31, 2023:

 

(Dollars in thousands)

 

December 31, 2024

   

December 31, 2023

 
                 

Loan receivables

  $ 3,362,445     $ 3,286,743  
                 

Allowance for credit losses

               

Balance, beginning of year respectively

    358,679       266,073  

Provision for credit losses

    521,838       412,619  

Cumulative effect from change in accounting principle (CECL)

    -       31,045  

Charge-offs

    (541,862 )     (405,558 )

Recoveries

    49,794       54,500  

Balance, end of year

    388,449       358,679  
                 

Loan receivables, net

  $ 2,973,996     $ 2,928,064  

 

Net charge-offs of principal are recorded against the allowance for credit losses, as shown in the preceding table. Information regarding net charge-offs of interest and fee income on credit card loans for the years ended December 31, 2024 and December 31, 2023 are as follows:

 

(Dollars in thousands)

 

December 31, 2024

   

December 31, 2023

 
                 

Interest recognized into income but subsequently charged off, net of recoveries (recorded as a reduction of interest income)

               
    $ 94,902     $ 76,945  

Fees recognized into income but subsequently charged-off, net of recoveries (recorded as a reduction of non-interest income)

               
    $ 60,721     $ 53,572  

 

Loans Modified in TDRs

 

As part of the Company’s loss mitigation efforts to borrowers experiencing financial difficulty, it may provide concessions to minimize its economic loss and improve collectability. Modifications typically involve placing the respective borrower on a fixed payment plan, at a reduced interest rate. The Company offers multiple plans that are considered loans modified:

 

Plan 1: A 60-month fixed payment plan at an annual interest rate of 0.00%. During the duration of the plan, late and returned payment fees are waived and available credit on the account is revoked.

 

Plan 2: A 60-month fixed plan at an annual interest rate of 5.90%. During the duration of the plan, late and returned payment fees are waived and available credit on the account is revoked.

 

Plan 3:  A fixed plan with a duration of 6 or 12 months, based on the length of the customers hardship, at an annual interest rate of 8.90%.  During the duration of the plan late and returned payment fees are waived and available credit on the account is suspended.  Upon successful completion of the plan customers are eligible to have their available credit reinstated.

 

14

Mercury Financial LLC
Notes to Consolidated Financial Statements – Continued
December 31, 2024

 

The following table presents the amortized cost basis of loans that were modified subsequent to origination during the years ending December 31, 2024 and December 31, 2023:

 

Amortized cost basis of loans modified

                               

(Dollars in thousands)

                               

Year ended

 

December 31, 2024

   

December 31, 2023

 
             
   

Pre-modification

amortized cost basis

   

Post-modification

amortized cost basis

   

Pre-modification

amortized cost basis

   

Post-modification

amortized cost basis

 
                                 

Interest Rate Reductions

  $ 5,130     $ 4,070     $ 3,101     $ 2,462  

 

The following table presents the Company’s financial effect of loan modifications that occurred during the years ending December 31, 2024 and December 31, 2023.

 

 

Financial Effect of loans modified during the 12 month period

         
                   
 

Year ended

 

December 31, 2024

   

December 31, 2023

 
                   

a

Interest Rate Reductions

               
 

Initial Rate

    31.42       31.65  
 

Revised Rate

    6.17       6.38  
                   

a

Weighted average used

               

 

The following table presents the Company’s loans that were modified and had a payment default during the years ending December 31, 2024 and December 31, 2023.

 

Defaulted TDRs

                               

(Dollars in thousands)

                               

Year ended

 

December 31, 2024

   

December 31, 2023

 
   

Amortized Cost

   

Charge-off amount

   

Amortized Cost

   

Charge-off amount

 
                                 

Interest Rate Reductions

  $ 15     $ 13     $ 13     $ 12  

 

15

Mercury Financial LLC
Notes to Consolidated Financial Statements – Continued
December 31, 2024

 

Note 4. Borrowings

 

The following table summarizes the Company’s outstanding borrowings as of December 31, 2024 and December 31, 2023:

 

The following table summarizes the Company's total outstanding debt as of December 31, 2024:

                 
                                   

(Dollars in thousands)

 

Stated Interest

Rates

   

Weighted Average

Interest Rate

   

Credit Card

Collateral Amount

   

Principal

 

Borrowings

                                 

Term notes

  1.54% - 17.76%       8.31 %   $ 3,266,483     $ 2,675,000  

Variable funding notes

  1.75% - 14.44%       9.46 %     247,914       226,000  

Unsecured Debt

      2.14%       2.14 %     -       917.45  

Total borrowings, gross

                      3,514,397       2,901,917  

Unamortized debt discount

                              (94 )

Unamortized debt issuance costs

                              (14,329 )

Total borrowings, net

                            $ 2,887,494  

 

The following table summarizes the Company's total outstanding debt as of December 31, 2023:

 

(Dollars in thousands)

 

Stated Interest

Rates

   

Weighted Average

Interest Rate

   

Credit Card

Collateral Amount

   

Principal

 

Borrowings

                                 

Term notes

  1.54% - 17.76%       7.40 %   $ 3,266,483     $ 2,114,580  

Variable funding notes

  1.75% - 14.44%       8.96 %     247,914       710,662  

Unsecured Debt

      2.14%       2.14 %     -       1,010  

Total borrowings, gross

                      3,514,397       2,826,252  

Unamortized debt discount

                              (1,234 )

Unamortized debt issuance costs

                              (15,889 )

Total borrowings, net

                            $ 2,809,129  

 

During 2023 and 2024, the Company executed multiple financing transactions as part of its ongoing debt management strategy. In February of 2023, the Company paid off its 2021-1 master trust series and closed a term series master trust transaction in the amount of $975m. The Company also refinanced its 2021 VFN-1 note in the same month in the amount of $375m. On January 31, 2024, the Company entered into a new 2024 term loan series (MFCCMT 2024-1) for $750m and a second 2024 term loan (MFCCMT 2024-2) on June 21, 2024 for $700 million. Subsequently, on October 7, 2024, the Company closed on a Variable Funding Note (VFN) under the 2024 series for $120 million, and on October 31, 2024, added a third 2024 term loan for $250 million. These transactions reflect the Company’s proactive approach to managing its debt obligations by refinancing and reducing outstanding balances under various MFCCMT series.

 

16

Mercury Financial LLC
Notes to Consolidated Financial Statements – Continued
December 31, 2024

 

Term notes include the MFCCMT 2023-1 series (February 2023), MFCCMT 2024-1 series (January 2024), MFCCMT 2024-2 (June 2024), and MFCCMT 2024-A (October 2024). Variable Funding Notes include the MFCCMT 2021-VFN1 Series (March 2021), MFCCMT 2021-VFN2 Series (September 2021), MFCCMT 2022-VFN1 Series (October 2022), and MFCCMT 2024-1 Series (October 2024). The MFCCMT 2022-1 Series (March 2021), MFCCMT 2022-1 Series (August 2022), MFCCMT 2022-3 Series (November 2022) and the MFCCMT 2022-VFN 1 Series were redeemed in 2024. The borrowings are included in the table above. The MFCCMT notes are secured via $3.1 billion of credit card loan collateral as of December 31, 2024 and $3.5 billion of credit card collateral as of December 31, 2023.

 

The Company pays unused commitment fees on its VFNs for each interest period occurring during the revolving period calculated using the average utilization for each interest period. The Company paid commitment fees of $7.54 million during 2024 and $6.06 million during 2023, which is recorded as an interest expense on the Statements of Operations.

 

As of December 31, 2024, certain borrowings are due in subsequent fiscal years as follows:

 

Year Ending

 

Principal

 

December 31,

 

(In thousands)

 

2025

  $ 719,667  

2026

    1,403,083  

2027

    775,000  

2028

    4,167  

2029

    -  

2030 and thereafter

    -  

Total

  $ 2,901,917  

 

The repayments in the maturity date table above are based on minimum required contractual payments that begin when the controlled amortization period commences for the respective classes of MFCCMT 2023-1, MFCCMT 2024-1, MFCCMT 2024-2, and MFCCMT 2024-A to the extent that such debt is not refinanced. The Company intends to refinance or repay the borrowings prior to fully amortizing. These figures do not include payments on excess collateral collected and assume there is no change to drawn amounts on the 2021 VFN1 and VFN2, 2022 VFN1, and the 2024 VFN1.

 

Restrictive Covenants

 

The Company's borrowings contain customary representations and warranties relating to certain of its subsidiaries. The borrowings also contain certain affirmative and negative covenants including negative covenants that limit or restrict, among other things, liens, indebtedness, investments and acquisitions, mergers and fundamental changes, asset sales, restricted payments, changes in the nature of business, transactions with affiliates, and other matters customarily restricted in such agreements. The borrowing also contains certain financial covenants primarily focused on liquidity and tangible equity. The Company was in compliance with its contractual covenants as of December 31, 2024 and December 31, 2023.

 

17

Mercury Financial LLC
Notes to Consolidated Financial Statements – Continued
December 31, 2024

 

Note 5. Software, Net

 

Software, net, consisted of the following at December 31, 2024 and December 31, 2023:

 

(Dollars in thousands)

 

December 31, 2024

   

December 31, 2023

 

Software development costs

  $ 22,675     $ 20,670  

Less: Accumulated depreciation and amortization

    (8,355 )     (8,060 )

Total software, net

  $ 14,320     $ 12,610  

 

Depreciation and amortization expense totaled $5.66 million for the year ended December 31, 2024 and $5.68 million for the year ended December 31, 2023, which is recorded as an other expense on the Statements of Operations.

 

Note 6. Intangible Assets, Net

 

Intangible assets, net consisted of the following at December 31, 2024 and December 31, 2023.

 

(Dollars in thousands)

 

December 31, 2024

   

December 31, 2023

 

PCCR, gross

  $ 59,592     $ 59,592  

Less: Accumulated amortization

    (28,472 )     (24,499 )

Intangibles, Net

  $ 31,120     $ 35,093  

 

Amortization expense on PCCR for the years ended December 31, 2024 and December 31, 2023 each was $4.0 million.

 

The following table summarizes the estimated future amortization expense on the Company’s intangible assets as of December 31, 2024:

 

Year Ending

 

 

 

December 31, (In thousands)

   PCCR  
         

2025

    3,973  

2026

    3,973  

2027

    3,973  

2028

    3,973  

2029

    3,973  

Thereafter

    11,256  

Total

  $ 31,120  

 

18

Mercury Financial LLC
Notes to Consolidated Financial Statements – Continued
December 31, 2024

 

Note 7. Defined Contribution and Incentive Plans

 

The Company has a 401(k) retirement plan (the “Plan”) covering all employees meeting certain eligibility requirements. Participants in the Plan may contribute up to the maximum amount, as defined by law, of their compensation. The Company makes certain matching contributions on an annual basis to the Plan. The Company’s contribution to the Plan was $1,510,000 for the year ended December 31, 2024 and $1,430,000 for the year ended December 31, 2023, presented as part of compensation expense on the Consolidated Statements of Operations.

 

Note 8. Members Equity

 

As of December 31, 2024 and December 31, 2023, the Company had 1,000 common units issued and outstanding. All units are owned by the Company’s direct parent, Mercury Financial Intermediate LLC.

 

Note 9. Fair Value of Financial Instruments

 

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of the Company's short-term financial instruments such as cash and cash equivalents, restricted cash, and accrued interest payable approximate their carrying value on the Consolidated Balance Sheets.

 

Loan receivables, net

 

The Company determined the fair value of its loans receivables, net by discounting both principal and interest cash flows expected to be collected using a discount rate commensurate with the risk that the Company believes a market participant would consider in determining fair value.

 

Rewards liability

 

The Company determined the fair value of its rewards liability by discounting the liability using a discount rate commensurate with the risk that the Company believes a market participant would consider in determining fair value. The Company estimated future redemptions on the existing liability based on historical loan attrition.

 

The following table presents (in thousands) the carrying value and estimated fair value, including the level within the fair value hierarchy, of the Company's remaining financial instruments that are not measured at fair value on a recurring basis in the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023.

 

December 31, 2024

         

Estimated Fair Value

 
   

Carrying Value

   

Level 1

   

Level 2

   

Level 3

 
                                 

Financial assets:

                               

Loan receivables, Gross

  $ 3,330,319     $ -     $ -     $ 3,318,823  
                                 

Financial liabilities:

                               

Rewards liability

    38,420       -       -       32,632  
                                 

 

19

Mercury Financial LLC
Notes to Consolidated Financial Statements – Continued
December 31, 2024

 

December 31, 2023

         

Estimated Fair Value

 
   

Carrying Value

   

Level 1

   

Level 2

   

Level 3

 
                                 

Financial assets:

                               

Loan receivables, Gross

  $ 3,245,212     $ -     $ -     $ 3,318,823  
                                 

Financial liabilities:

                               

Rewards liability

    39,359       -       -       32,632  

 

The carrying value of the financial assets represents gross loan receivables less accrued finance charges and fees and customer report fraud.

 

Note 10. Commitments and Contingencies

 

Commitments to Lend

 

As of December 31, 2024 and December 31, 2023, the Company’s had open credit card loan commitments of $4,038,055,065 and $3,043,970,120, respectively. These commitments are not legally binding, and the Company does not anticipate that all of its credit card customers will access their entire available line at any point in time. According, no allowance for credit losses has been accrued for unfunded loan commitments.

 

Operating Leases

 

The Company leases certain office space and equipment under non-cancellable operating leases, with expirations through November 2028. The Company is currently entered into two lease agreements, one in Wilmington, DE, and the second in Austin, TX. The lease agreement in Wilmington commenced on April 1, 2020 and ends January 31, 2025, with a renewed lease beginning on February 1, 2025 and ending January 31, 2028. The agreement in Austin commenced on February 1, 2021 and ends on November 30, 2026. Lease expenses for the years ended December 31, 2024 and December 31, 2023 totaled $1,117,583 and $1,183,967, respectively.

 

Year ended

 

December 31, 2024

   

December 31, 2024

 

Amortization of ROU Assets

  $ 1,117,583     $ 1,117,583  

Short-term Lease Cost

    -       66,384  

Total Lease Cost

  $ 1,117,583     $ 1,183,967  

 

20

Mercury Financial LLC
Notes to Consolidated Financial Statements – Continued
December 31, 2024

 

Future minimum rental commitments as of December 31, 2024 for all non-cancellable operating leases with initial or remaining terms of one year or more are:

 

Year Ending
December 31,

 

Estimated Future

Minimum Rental

Commitments

 

2025

  $ 1,197,302  

2026

  $ 1,148,519  

2027

  $ 532,193  

2028

  $ 44,349  

Total

  $ 2,922,363  

 

General Litigation

 

The Company is subject to legal proceedings and claims in the ordinary course of business. Management of the Company believes that final disposition of such matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, cash flows or liquidity.

 

Note 11. Subsequent Events

 

The Company evaluated, for recognition and disclosure, all events or transactions that occurred after December 31, 2024, through November 28, 2025, which is the date these consolidated financial statements were available to be issued, and determined that there have not been any events that have occurred that would require adjustments to, or disclosures in, the consolidated financial statements, except the following:

 

On February 7, 2025, the Company closed its fifth Term Series master trust transaction, issuing $500 million in Class A and Class B notes priced at a monthly floating rate. The new Term Series has a stated maturity date of May 2026. In connection with this transaction, the MFCCMT 2023-1 series was paid down and redeemed in full at $979.2 million, utilizing proceeds from the new Term Series and $448 million of variable funding note (VFN) advances from the 2021, 2022, and 2024 series.

 

On March 29, 2025, the Company completed a $34.6 million portfolio acquisition of Best Western branded credit card receivables and accounts.

 

In 2025, the Company received an additional $5.0 million (February 29th), $12.5 million (March 31st) and $25 million (April 10th) of capital from Mercury Financial Intermediate LLC, its parent. In July 2025, there was $14 million of draws on MFCCMT 2022-VFN1 and $13.6 million of draws on MFCCMT 2024-VFN1.

 

In June 2025, the Company paid $5.75 million as the gross settlement amount to settle a lawsuit in the U.S. District Court for the District of Maryland upon which the Company recognized the related loss on settlement.

 

On September 11, 2025, Mercury Financial LLC was acquired by Atlanticus Holding Corporation (“Atlanticus”). The transaction represents a change in ownership and control of the Company.

 

On October 30, 2025, the MFCCMT 2024-A term series was paid off in full ($250 million) using $235 million from draws on the various VFNs and $15 million from operating cash.

 

21

Exhibit 99.2

 

Mercury Financial LLC

 

Consolidated Interim Financial Statements

June 30, 2025

 

 

 

 

 

 

Contents

 

 

Page
   

Consolidated Financial Statements (Unaudited)

 
   

Consolidated Balance Sheets 

1
   

Consolidated Statements of Operations 

2
   

Consolidated Statements of Changes in Member’s Equity

3
   

Consolidated Statements of Cash Flows 

4
   

Notes to Consolidated Financial Statements 

5

 

 

 

 

Mercury Financial LLC

Consolidated Balance Sheets

(Dollars in thousands)

 
   

June 30, 2025

   

December 31, 2024

 
   

(unaudited)

         
Assets                

Cash and restricted cash

               

Cash and cash equivalents

  $ 57,963     $ 66,908  

Restricted cash

    29,624       27,650  

Total Cash and restricted cash

    87,587       94,558  
                 

Loans

               

Loan receivables

    3,251,125       3,362,445  

Allowance for credit losses

    (354,614 )     (388,449 )

Loan receivables, net

  $ 2,896,511     $ 2,973,996  
                 

Software, net

    13,201       14,320  

Goodwill

    48,409       48,409  

Intangibles, net

    29,874       31,120  

Right of use assets

    2,327       1,326  

Other assets

    13,155       13,058  

Total Assets

  $ 3,091,064     $ 3,176,787  
                 

Liabilities

               

Accounts payable and accrued liabilities

  $ 55,335     $ 61,452  

Accrued interest payable

    9,521       7,599  

Borrowings, net

    2,808,749       2,887,494  

Rewards liability

    37,053       38,420  

Lease liabilities

    2,425       1,447  

Other liabilities

    8,372       10,030  

Total Liabilities

    2,921,455       3,006,442  
                 

Member's Equity

  $ 169,609       170,345  

Total Liabilities and Member's Equity

  $ 3,091,064     $ 3,176,787  

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

1

 

 

Mercury Financial LLC

Consolidated Statements of Operations

(Dollars in thousands)

 

For the Six Months ended

 

June 30, 2025

   

June 30, 2024

 
   

(unaudited)

   

(unaudited)

 
                 

Interest income

  $ 379,014     $ 393,943  

Interest expense

    126,455       142,665  
                 

Net interest income

    252,559       251,278  
                 

Provision for credit losses

    222,941       259,977  
                 

Net interest income after provision for loan losses

    29,618       (8,699 )
                 

Non-interest income

               

Late fees

    15,356       18,887  

Interchange fees, net

    8,059       8,774  

Other non-interest income

    7,706       5,792  

Total non-interest income

    31,121       33,453  
                 

Non-interest expense

               

Compensation

    33,530       29,144  

Marketing

    2,607       3,768  

Legal and professional

    17,623       7,272  

Amortization of intangibles

    1,999       1,986  

General and administrative

    30,186       35,446  

Other expenses

    15,162       16,343  

Total non-interest expense

    101,107       93,959  
                 

Net Loss

  $ (40,368 )   $ (69,205 )

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

 

2

 

 

Mercury Financial LLC

Consolidated Statements of Changes in Member's Equity

For the Six Months Ended June 30, 2025 and June 30, 2024

(Dollars in thousands)

 

   

(unaudited)

 

Balance at January 1, 2025

  $ 170,345  
         

Investment by Mercury Financial Intermediate LLC

    53,350  

Return of capital to Mercury Financial Intermediate LLC

    (13,718 )

Net loss

    (40,368 )
         

Balance at June 30, 2025

  $ 169,609  
         
         

Balance at January 1, 2024

  $ 171,463  
         

Investment by Mercury Financial Intermediate LLC

    81,000  

Return of capital to Mercury Financial Intermediate LLC

    (11,842 )

Net loss

    (69,205 )
         

Balance at June 30, 2024

  $ 171,416  

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

3

 

 

Mercury Financial LLC

Consolidated Statements of Cash Flows

(Dollars in thousands)

 

For the Six Months ended

 

June 30, 2025

   

June 30, 2024

 
   

(unaudited)

   

(unaudited)

 

Cash Flows from Operating Activities

               

Net Loss

  $ (40,368 )   $ (69,205 )

Adjustments to reconcile net loss to net cash provided by operating activities

               

Amortization of intangibles

    1,999       1,986  

Depreciation and amortization

    20,041       26,051  

Provision for credit losses

    222,941       259,977  

Changes in operating assets and liabilities

               

Other assets

    (1,100 )     2,140  

Rewards liability

    (1,367 )     36  

Accounts payable and accrued liabilities

    1,676       (7,508 )

Accrued interest payable

    1,922       642  

Other liabilities

    (680 )     (1,754 )

Net cash provided by operating activities

    205,063       212,366  

Cash Flows from Investing Activities

               

Purchase of software

    (2,547 )     (3,738 )

Change in loans, net

    (197,595 )     (354,692 )

Purchase of credit card receivables

    33,630       -  

Net cash used in investing activities

    (166,513 )     (358,430 )

Cash Flows from Financing Activities

               

Proceeds from secured credit facilities

    960,380       1,549,000  

Payments on secured credit facilities

    (1,042,380 )     (1,474,080 )

Investment by Mercury Financial Intermediate LLC

    53,350       81,000  

Return of capital to Mercury Financial Intermediate LLC

    (13,718 )     (11,842 )

Unsecured borrowings

    (550 )     (606 )

Payment of financing costs

    (2,603 )     (7,826 )

Net cash (used in) provided by financing activities

    (45,522 )     135,646  

Change in cash and cash equivalents

    (6,972 )     (10,418 )

Cash and Cash Equivalents and Restricted Cash, at beginning of year

    94,558       95,397  

Cash and Cash Equivalents and Restricted Cash, at end of year

  $ 87,587     $ 84,979  

Supplemental Cash Flow Information

               

Interest paid

    124,533       142,215  

Non-cash Investing and Financing Activities:

               

Change in amount due to funding partner for loan receivables

    (7,793 )     (25,596 )

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

4

 

Note 1. Organization

 

Description of Business and Basis of Presentation

 

Mercury Financial LLC is a Delaware limited liability company established on October 11, 2017, as the main operating company for its ultimate parent company Mercury Financial Holdings LLC. Mercury Financial LLC changed its name from CreditShop LLC on October 1, 2020. Mercury Financial LLC is a wholly owned subsidiary of Mercury Financial Intermediate LLC. At June 30, 2025, its subsidiaries included:

 

 

Mercury Financial Transferor LLC

 

Mercury Financial Credit Card Master Trust

 

Mercury Financial LLC and its subsidiaries (collectively, the “Company”) operate in the consumer finance industry, providing credit card loans to customers.

 

The accompanying consolidated financial statements include the accounts of Mercury Financial LLC and its subsidiaries. All significant intercompany balances and transactions have been eliminated.

 

Note 2. Summary of Significant Accounting Policies

 

The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2024. There have been no material changes to those policies during the six months ended June 30, 2025. These interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto.

 

The interim financial statements are unaudited and in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the Company’s financial position and results of operations for the periods presented.

 

Note 3. Loans

 

Portfolio Composition

 

The Company’s loan portfolio is considered to be held for investment.

 

   

June 30, 2025

   

December 31, 2024

 

(Dollars in thousands)

 

Total

   

Total

 

Outstanding balance

  $ 3,205,039     $ 3,314,177  

Accrued Finance charges and fees

    40,304       44,274  

Amortizable discount, net

    (248 )     -  

Loan Origination Costs, net

    6,030       3,994  
    $ 3,251,125     $ 3,362,445  
 

 

5

Mercury Financial LLC
Notes to Consolidated Interim Financial Statements – Continued
June 30, 2025

 

Credit Quality

 

The Company closely monitors economic conditions and loan performance trends to manage and evaluate its exposure to credit risk. Trends in delinquency rates are an indicator of credit risk within the loan portfolio. The table below presents the composition and an aging analysis of the outstanding balance of the loan portfolio as of June 30, 2025 and December 31, 2024.

 

   

June 30, 2025

 
           

31-60

   

61-90

   

>90

   

Total

         

(Dollars in thousands)

 

Current

   

Days

   

Days

   

Days

   

Delinquent

   

Total

 

Credit card loans

  $ 2,938,567     $ 62,707     $ 50,688     $ 159,107     $ 272,502     $ 3,211,069  
                                                 

Total loans

  $ 2,938,567     $ 62,707     $ 50,688     $ 159,107     $ 272,502     $ 3,211,069  

% of total loans

    92 %     2 %     2 %     5 %     8 %     100 %

 

   

December 31, 2024

 
           

31-60

   

61-90

   

>90

   

Total

         

(Dollars in thousands)

 

Current

   

Days

   

Days

   

Days

   

Delinquent

   

Total

 

Credit card loans

  $ 3,035,912     $ 70,215     $ 54,940     $ 157,104     $ 282,259     $ 3,318,171  
                                                 

Total loans

  $ 3,035,912     $ 70,215     $ 54,940     $ 157,104     $ 282,259     $ 3,318,171  

% of total loans

    91 %     2 %     2 %     5 %     9 %     100 %

 

Allowance for Credit Losses

 

The loan portfolio is diversified across over a million accounts in the United States without significant individual exposure. As a result, the Company manages credit on an aggregate basis within each portfolio segment with common risk characteristics. The risks in the portfolio segments correlate to broad economic trends, such as unemployment rates and customer liquidity. The primary indicators the Company assesses in monitoring the credit quality and risk of the portfolio segments are FICO scores, historical delinquency and charge-off trends. With this information, the Company has a third-party run the data through a CECL model to estimate the allowance on its credit card loan portfolio with three different scenarios. The Company then incorporates qualitative factors into the calculation to weigh probabilities of each scenario which results in the allowance amount.

 

6

Mercury Financial LLC
Notes to Consolidated Interim Financial Statements – Continued
June 30, 2025

 

The Company’s allowance for credit losses represents management’s best estimate of losses inherent in the loan portfolio as of the consolidated balance sheet date. The table below summarizes changes in the allowance for credit losses for the six months ended June 30, 2025 and the six months ended June 30, 2024:

 

   

June 30, 2025

   

December 31, 2024

 

(Dollars in thousands)

 

Total

   

Total

 
                 

Loan receivables, gross

  $ 3,251,125     $ 3,362,445  
                 

Allowance for loan losses

               

Balance, January 1, 2025 & 2024

    388,449       358,679  

respectively

               

Provision for credit losses

    222,941       521,838  

Charge-offs

    (280,612 )     (541,862 )

Recoveries

    23,836       49,794  

Balance as of Jun 2025 & Dec 2024

    354,614       388,449  

respectively

               

Loan receivables, net

  $ 2,896,511     $ 2,973,996  

 

Net charge-offs of principal are recorded against the allowance for credit losses, as shown in the preceding table. Information regarding net charge-offs of interest and fee income on credit card loans for the six months ended June 30, 2025 and the six months ended June 30, 2024 are as follows:

 

   

June 30, 2025

   

December 31, 2024

 

(Dollars in thousands)

 

Credit Card

   

Credit Card

 
                 

Interest recognized into income but subsequently charged off, net of recoveries (recorded as a reduction of interest income)

               
    $ 47,056     $ 94,902  

Fees recognized into income but subsequently charged-off, net of recoveries (recorded as a reduction of non-interest income)

               
    $ 28,084     $ 60,721  

 

Loans Modified in TDRs

 

As part of the Company’s loss mitigation efforts to borrowers experiencing financial difficulty, it may provide concessions to minimize its economic loss and improve collectability. Modifications typically involve placing the respective borrower on a fixed payment plan, at a reduced interest rate. The Company offers multiple plans that are considered loans modified:

 

Plan 1: A 60-month fixed payment plan at an annual interest rate of 0.00%. During the duration of the plan, late and returned payment fees are waived and available credit on the account is revoked.

 

Plan 2: A 60-month fixed plan at an annual interest rate of 5.90%. During the duration of the plan, late and returned payment fees are waived and available credit on the account is revoked.

 

7

Mercury Financial LLC
Notes to Consolidated Interim Financial Statements – Continued
June 30, 2025

 

Plan 3:  A fixed plan with a duration of 6 or 12 months, based on the length of the customers hardship, at an annual interest rate of 8.90%.  During the duration of the plan late and returned payment fees are waived and available credit on the account is suspended.  Upon successful completion of the plan customers are eligible to have their available credit reinstated.

 

The following table presents the amortized cost basis of loans that were modified subsequent to origination during the six months ended June 30, 2025 and the six months ended June 30, 2024:

 

Amortized cost basis of loans modified

                               

(Dollars in thousands)

 

Six months ended June 30, 2025

   

Six months ended June 30, 2024

 
                         
   

Pre-modification

amortized cost basis

   

Post-modification

amortized cost basis

   

Pre-modification

amortized cost basis

   

Post-modification

amortized cost basis

 
                                 

Interest Rate Reductions

  $ 5,496     $ 4,096     $ 4,584     $ 3,670  

 

The following table presents the Company’s financial effect of loan modifications that occurred during the six months ended June 30, 2025 and the six months ended June 30, 2024.

 

 

Financial Effect of loans modified during the 6 periods

               
                   
     

June 30, 2025 (Six Months)

   

June 30, 2024 (Six Months)

 
                   

a

Interest Rate Reductions

               
 

Initial Rate

    31.09       30.19  
 

Revised Rate

    6.11       6.38  
                   

a

Weighted average used

               

 

The following table presents the Company’s loans that were modified and had a payment default during the six months ended June 30, 2025 and the six months ended June 30, 2024.

 

Defaulted TDRs

                               

(Dollars in thousands)

                               
   

Six months ended June 30, 2025

   

Six months ended June 30, 2024

 
   

Amortized Cost

   

Charge-off amount

   

Amortized Cost

   

Charge-off amount

 
                                 

Interest Rate Reductions

  $ 0     $ 0     $ 4     $ 4  

 

8

Mercury Financial LLC
Notes to Consolidated Interim Financial Statements – Continued
June 30, 2025

 

Note 4. Borrowings

 

The following table summarizes the Company’s outstanding borrowings as of June 30, 2025:

 

(Dollars in thousands)

 

Stated Interest

Rates

   

Weighted Average

Interest Rate

   

Credit Card Collateral

Amount

   

Principal

 

Borrowings

                                 

Term notes

  6.32% - 14.80%       7.64%     $ 2,350,802     $ 2,200,000  

Variable funding notes

  6.71% - 13.94%       8.49%       247,914       619,000  

Unsecured Debt

      2.14%       2.14%       -       367  

Total borrowings, gross

                      2,598,716       2,819,367  

Unamortized debt discount

                              (30 )

Unamortized debt issuance costs

                              (10,588 )

Total borrowings, net

                            $ 2,808,749  

 

The following table summarizes the Company’s outstanding borrowings as of December 31, 2024:

 

(Dollars in thousands)

 

Stated Interest

Rates

   

Weighted Average

Interest Rate

   

Credit Card Collateral

Amount

   

Principal

 

Borrowings

                                 

Term notes

  6.56% - 17.07%       8.31%     $ 3,266,483     $ 2,675,000  

Variable funding notes

  6.94% - 14.48%       9.46%       247,914       226,000  

Unsecured Debt

      2.14%       2.14%       -       917  

Total borrowings, gross

                      3,514,397       2,901,917  

Unamortized debt discount

                              (94 )

Unamortized debt issuance costs

                              (14,329 )

Total borrowings, net

                            $ 2,887,494  

 

On January 31, 2024, the Company entered into a new 2024 term loan series (MFCCMT 2024-1) for $750m and a second 2024 term loan (MFCCMT 2024-2) on June 21, 2024 for $700 million. Subsequently, on October 7, 2024, the Company closed on a Variable Funding Note (VFN) under the 2024 series for $120 million, and on October 31, 2024, added a third 2024 term loan for $250 million. These transactions reflect the Company’s proactive approach to managing its debt obligations by refinancing and reducing outstanding balances under various MFCCMT series. On February 7, 2025, the Company closed its fifth Term Series master trust transaction, issuing $500 million in Class A and Class B notes priced at a monthly floating rate. The new Term Series has a stated maturity date of May 2026. In connection with this transaction, the MFCCMT 2023-1 series was paid down and redeemed in full at $979.2 million, utilizing proceeds from the new Term Series and $448 million of variable funding note (VFN) advances from the 2021, 2022, and 2024 series.

 

Term notes include the MFCCMT 2024-1 series (January 2024), MFCCMT 2024-2 (June 2024), and MFCCMT 2024-A (October 2024) and MFCCMT 2025-A (February 2025). Variable Funding Notes include the MFCCMT 2021-VFN1 Series (March 2021), MFCCMT 2021-VFN2 Series (September 2021), MFCCMT 2022-VFN1 Series (October 2022), and MFCCMT 2024-1 Series (October 2024). The borrowings are included in the table above. The MFCCMT notes are secured via $3.0 billion of credit card loan collateral as of June 30, 2025 and $3.1 billion of credit card loan collateral as of June 30, 2024.

 

9

Mercury Financial LLC
Notes to Consolidated Interim Financial Statements – Continued
June 30, 2025

 

The Company pays unused commitment fees on its VFNs for each interest period occurring during the revolving period calculated using the average utilization for each interest period. The Company paid commitment fees of $3.24 million during the six months ended June 30, 2025 and $3.16 million during the six months ended June 30, 2024, which is recorded as an interest expense on the Statements of Operations.

 

As of June 30, 2025, certain borrowings are due in subsequent fiscal years as follows:

 

Year Ending

 

Principal

 

December 31,

 

(In thousands)

 

2025

  $ 98,534  

2026

    1,172,000  

2027

    1,367,250  

2028

    181,583  

2029

    -  

2030 and thereafter

    -  

Total

  $ 2,819,367  

 

The repayments in the maturity date table above are based on minimum required contractual payments that begin when the controlled amortization period commences for the respective classes of MFCCMT 2024-1, MFCCMT 2024-2, MFCCMT 2024-A, and MFCCMT 2025-A to the extent that such debt is not refinanced. The Company intends to refinance or repay the borrowings prior to fully amortizing. These figures do not include payments on excess collateral collected and assume there is no change to drawn amounts on the 2021 VFN1 and VFN2, 2022 VFN1, and the 2024 VFN1.

 

Restrictive Covenants

 

The Company's borrowings contain customary representations and warranties relating to certain of its subsidiaries. The borrowings also contain certain affirmative and negative covenants including negative covenants that limit or restrict, among other things, liens, indebtedness, investments and acquisitions, mergers and fundamental changes, asset sales, restricted payments, changes in the nature of business, transactions with affiliates, and other matters customarily restricted in such agreements. The borrowing also contains certain financial covenants primarily focused on liquidity and tangible equity. The Company was in compliance with its contractual covenants as of June 30, 2025 and December 31, 2024.

 

10

Mercury Financial LLC
Notes to Consolidated Interim Financial Statements – Continued
June 30, 2025

 

Note 5. Software, Net

 

Software, net, consisted of the following at June 30, 2025 and December 31, 2024:

 

(Dollars in thousands)

 

June 30, 2025

   

December 31, 2024

 

Software development costs

  $ 23,472     $ 22,675  

Less: Accumulated depreciation and amortization

    (10,271 )     (8,355 )

Total software, net

  $ 13,201     $ 14,320  

 

Depreciation and amortization expense totaled $3.64 million for the six months ended June 30, 2025 and $5.66 million for the twelve months ended December 31, 2024, which is recorded as an other expense on the Statements of Operations.

 

Note 6. Intangible Assets, Net

 

Intangible assets, net consisted of the following at June 30, 2025 and December 31, 2024:

 

(Dollars in thousands)

 

June 30, 2025

   

December 31, 2024

 

PCCR, gross

  $ 60,345     $ 59,592  

Less: Accumulated amortization

    (30,471 )     (28,472 )

Intangibles, Net

  $ 29,874     $ 31,120  

 

Amortization expense on PCCR for the six months ended June 30, 2025 was 2.0 million and for the six months ended June 30, 2024 was $2.0 million.

 

The following table summarizes the estimated future amortization expense on the Company’s intangible assets as of June 30, 2025:

 

Year Ending

       

December 31, (In thousands)

  PCCR  
         

2025

  $ 1,986  

2026

    3,973  

2027

    3,973  

2028

    3,973  

2029

    3,973  

Thereafter

    11,996  

Total

  $ 29,874  

 

11

Mercury Financial LLC
Notes to Consolidated Interim Financial Statements – Continued
June 30, 2025

 

Note 7. Defined Contribution and Incentive Plans

 

The Company has a 401(k) retirement plan (the “Plan”) covering all employees meeting certain eligibility requirements. Participants in the Plan may contribute up to the maximum amount, as defined by law, of their compensation. The Company makes certain matching contributions on an annual basis to the Plan. The Company’s contribution to the Plan was $677,000 for the six months ended June 30, 2025 and $724,000 for the six months ended June 30, 2024, presented as part of compensation expense on the Consolidated Statements of Operations.

 

Note 8. Members Equity

 

As of June 30, 2025, the Company had 1,000 common units issued and outstanding. All units are owned by the Company’s direct parent, Mercury Financial Intermediate LLC.

 

Note 9. Commitments and Contingencies

 

Commitments to Lend

 

As of June 30, 2025 and December 31, 2024, the Company’s had open credit card loan commitments of $4,413,708,001 and $4,038,055,065, respectively. These commitments are not legally binding, and the Company does not anticipate that all of its credit card customers will access their entire available line at any point in time. According, no allowance for credit losses has been accrued for unfunded loan commitments.

 

Operating Leases

 

The Company leases certain office space and equipment under non-cancellable operating leases, with expirations through November 2028. The Company is currently entered into two lease agreements, one in Wilmington, DE, and the second in Austin, TX. The lease agreement in Wilmington was renewed on February 1, 2025 with an ending of January 31, 2028. The agreement in Austin commenced on February 1, 2021 and ends on November 30, 2026. Lease expenses for the six months ended June 30, 2025 and June 30, 2024 were the following:

 

For the Six Months ended

 

June 30, 2025

   

June 30, 2024

 

Amortization of ROU Assets

  $ 595,027     $ 558,791  

Total Lease Cost

  $ 595,027     $ 558,791  

 

Future minimum rental commitments as of June 30, 2025 for all non-cancellable operating leases with initial or remaining terms of one year or more are:

 

Year Ending
December 31,

  Estimated Future Minimum Rental Commitments  

2025

  $ 602,274  

2026

  $ 1,148,519  

2027

  $ 532,193  

2028

  $ 44,349  

Total

  $ 2,327,336  

 

12

Mercury Financial LLC
Notes to Consolidated Interim Financial Statements – Continued
June 30, 2025

 

General Litigation

 

The Company is subject to legal proceedings and claims in the ordinary course of business. Management of the Company believes that final disposition of such matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, cash flows or liquidity.

 

In June 2025, the Company paid $5.75 million as the gross settlement amount to settle a lawsuit in the U.S. District Court for the District of Maryland upon which the Company recognized the related loss on settlement.

 

Note 10. Subsequent Events

 

The Company evaluated, for recognition and disclosure, all events or transactions that occurred after June 30, 2025, through November 28, 2025, which is the date these consolidated financial statements were available to be issued, and determined that there have not been any events that have occurred that would require adjustments to, or disclosures in, the consolidated financial statements, except the following:

 

In July 2025, $14 million of draws on MFCCMT 2022-VFN1 and $13.6 million of draws on MFCCMT 2024-VFN1.

 

On September 11, 2025, Mercury Financial LLC was acquired by Atlanticus Holding Corporation (“Atlanticus”). The transaction represents a change in ownership and control of the Company.

 

On October 30, 2025, the MFCCMT 2024-A term series was paid off in full ($250 million) using $235 million from draws on the various VFNs and $15 million from operating cash.

 

13

EXHIBIT 99.3

ATLANTICUS HOLDINGS CORPORATION AND ITS SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS

 

 

On September 11, 2025, Mercury Finance Acquisitions, LLC, a Georgia limited liability company, and wholly-owned subsidiary of Atlanticus Holdings Corporation (“Atlanticus” or the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Mercury Financial Intermediate LLC, a Delaware limited liability company (“Seller”) and Mercury Financial LLC, a Delaware limited liability company (“Mercury”), to acquire all of the issued and outstanding equity interests of Mercury (the “Acquisition”). Mercury is a leading data- and tech-centric credit card platform used to provide credit cards to near-prime consumers in the U.S. As a result of the Acquisition, the Company added approximately 1.3 million credit card accounts and $3.2 billion in credit card receivables.

 

The following Unaudited Condensed Consolidated Pro Forma Statements of Operations are presented to illustrate the estimated effects of the Acquisition based on the historical financial statements and accounting records of Atlanticus, including the Acquisition-related pro forma adjustments as described in the notes below.

 

The following Unaudited Condensed Consolidated Pro Forma Statements of Operations and related notes are being provided for illustrative purposes only and do not purport to represent what the consolidated company’s actual results of operations would have been had the Acquisition been completed on the dates indicated, nor are they necessarily indicative of the consolidated company’s future results of operations for any future period. Future results may vary significantly from the results reflected in the Unaudited Condensed Consolidated Pro Forma Statements of Operations. In Atlanticus’ opinion, all adjustments that are necessary to present fairly the Unaudited Condensed Consolidated Pro Forma Statements of Operations have been made.

 

The Unaudited Condensed Consolidated Pro Forma Statements of Operations have been prepared by the Company as an acquisition of assets rather than a business in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 805-50. As an asset acquisition, the cost to acquire the group of assets is allocated to the individual assets acquired or liabilities assumed based on their relative fair values. The relative fair values of identifiable tangible and intangible assets acquired and liabilities assumed from the Acquisition are based on fair value using assumptions described in the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2025, as filed with the United States Securities and Exchange Commission ("SEC") on November 10, 2025.

 

The Unaudited Condensed Consolidated Pro Forma Statements of Operations are based on and should be read in conjunction with the following:

 

(i)

 

The accompanying notes to the Unaudited Condensed Consolidated Pro Forma Statements of Operations;

(ii)

 

The Company’s audited historical consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 13, 2025;

(iii)

 

The Company’s unaudited historical consolidated financial statements and related notes included in its quarterly report on Form 10-Q for the nine months ended September 30, 2025, filed with the SEC on November 10, 2025;

(iv)

 

The historical audited consolidated financial statements and related notes of Mercury for the year ended December 31, 2024, included as Exhibit 99.1 to this Current Report Form 8-K;

(v)

 

The unaudited consolidated interim historical financial statements of Mercury for the six months ended June 30, 2025, included as Exhibit 99.2 to this Current Report Form 8-K; and

(vi)

 

The Purchase Agreement, included as Exhibit 2.1 to the Current Report on Form 8-K, filed with the SEC on September 17, 2025.

 

The Unaudited Condensed Consolidated Pro Forma Statements of Operations for the nine months ended September 30, 2025 combines the Company’s historical results for the nine months ended September 30, 2025 with Mercury’s Unaudited Condensed Consolidated Statement of Operations for the period January 1, 2025 through September 10, 2025, immediately preceding the acquisition date. The Unaudited Condensed Consolidated Pro Forma Statements of Operations for the year ended December 31, 2024 combines the Company’s historical results for the year ended December 31, 2024 with Mercury’s historical results for the year ended December 31, 2024. The Unaudited Condensed Consolidated Pro Forma Statements of Operations give effect to the Acquisition as if it had been consummated on January 1, 2024.

 

 

 

 

UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(IN THOUSANDS, EXCEPT EARNINGS PER SHARE AMOUNTS)

 

   

Atlanticus Holdings Corporation
As Reported

   

Mercury Financial LLC
Year to Date Period Ended September 10, 2025 as reclassified
(Note 2)

   

Transaction Adjustments
(Note 4)

 

Ref.

 

Pro Forma Consolidated

 

Revenue and other income:

                                 

Consumer loans, including past due fees

    865,168       613,476       -         1,478,644  

Fees and related income on earning assets

    296,201       25,715       -         321,916  

Other revenue

    72,616       17,284       -         89,900  

Total operating revenue and other income

    1,233,985       656,474       -         1,890,459  

Other non-operating income

    20       138       -         158  

Total revenue and other income

    1,234,005       656,612       -         1,890,617  

Interest expense

    (176,678 )     (173,219 )     7,260  

(a)

    (342,637 )

Provision for credit losses

    (3,999 )     (410,498 )     410,498  

(b)

    (3,999 )

Changes in fair value of loans

    (671,973 )     -       (396,984 )

(b)

    (1,068,957 )

Net Margin

    381,355       72,895       20,774         475,024  

Operating expenses:

                                 

Salaries and benefits

    (47,080 )     (46,928 )     -         (94,008 )

Card and loan servicing

    (105,261 )     (41,006 )     -         (146,267 )

Marketing and solicitation

    (80,584 )     (16,584 )     (2,709 )

(c)

    (99,877 )

Depreciation

    (3,173 )     (8,410 )     3,706  

(d)

    (7,878 )

Other

    (31,764 )     (36,624 )               (68,388 )

Total operating expenses

    (267,862 )     (149,552 )     996         (416,418 )

Income before income taxes

    113,493       (76,658 )     21,771         58,606  

Income tax expense

    (27,493 )     -       13,428  

(e)

    (14,065 )

Net income

    86,000       (76,658 )     35,198         44,541  

Net loss attributable to noncontrolling interests

    1,070       -       -         1,070  

Net income attributable to controlling interests

    87,070       (76,658 )     35,198         45,611  

Preferred stock and preferred unit dividends and discount accretion

    (8,103 )     -       -         (8,103 )

Net income attributable to common shareholders

    78,967       (76,658 )     35,198         37,508  
                                   

Net income attributable to common shareholders per common share-basic

    5.22                         2.48  

Net income attributable to common shareholders per common share-diluted

    4.21                         1.95  

 

The accompanying notes are an integral part of these unaudited pro forma Consolidated financial statements. 

 

 

 

 

UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

(IN THOUSANDS, EXCEPT EARNINGS PER SHARE AMOUNTS)

 

   

Atlanticus Holdings Corporation
As Reported

   

Mercury Financial LLC
Year to Date Period Ended December 31, 2024 as reclassified
(Note 2)

   

Transaction Adjustments
(Note 4)

 

Ref.

 

Pro Forma Consolidated

 

Revenue and other income:

                                 

Consumer loans, including past due fees

    979,814       992,549       -         1,972,363  

Fees and related income on earning assets

    269,771       36,295       -         306,066  

Other revenue

    60,370       25,667       -         86,037  

Total operating revenue and other income

    1,309,955       1,054,511       -         2,364,466  

Other non-operating income

    1,489       316       -         1,805  

Total revenue and other income

    1,311,444       1,054,827       -         2,366,271  

Interest expense

    (160,173 )     (283,984 )     12,040  

(a)

    (432,117 )

Provision for credit losses

    (16,368 )     (688,124 )     688,124  

(b)

    (16,368 )

Changes in fair value of loans

    (733,471 )     -       (545,759 )

(b)

    (1,279,230 )

Net Margin

    401,432       82,719       154,406         638,557  

Operating expenses:

                                 

Salaries and benefits

    (50,143 )     (57,127 )     -         (107,270 )

Card and loan servicing

    (118,400 )     (72,015 )     -         (190,415 )

Marketing and solicitation

    (56,186 )     (35,521 )     3,217  

(c)

    (88,490 )

Depreciation

    (2,715 )     (9,850 )     2,845  

(d)

    (9,720 )

Other

    (35,411 )     (37,209 )     -         (72,620 )

Total operating expenses

    (262,855 )     (211,723 )     6,062         (468,516 )

Income before income taxes

    138,577       (129,004 )     160,468         170,041  

Income tax expense

    (28,471 )     -       (6,217 )

(e)

    (34,688 )

Net income

    110,106       (129,004 )     154,250         135,353  

Net loss attributable to noncontrolling interests

    1,190       -       -         1,190  

Net income attributable to controlling interests

    111,296       (129,004 )     154,250         136,543  

Preferred stock and preferred unit dividends and discount accretion

    (23,928 )     -       -         (23,928 )

Net income attributable to common shareholders

    87,368       (129,004 )     154,250         112,615  
                                   

Net income attributable to common shareholders per common share-basic

    5.92                         7.64  

Net income attributable to common shareholders per common share-diluted

    4.77                         5.99  

 

The accompanying notes are an integral part of these unaudited pro forma Consolidated financial statements.

 

 

 

ATLANTICUS HOLDINGS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS UNLESS OTHERWISE INDICATED)

 

1.

Description of the Acquisition and Basis of Presentation

 

On September 11, 2025, the Company completed its previously announced acquisition of Mercury. As consideration for the acquisition of Mercury, the Company paid total consideration of $206.5 million, $166.5 million of which was funded through cash on hand and $40.0 million attributable to the fair value of contingent consideration. See Note 3 for further discussion on the determination and allocation of purchase price.

 

The Unaudited Condensed Consolidated Pro Forma Statements of Operations have been prepared in accordance with Article 11 of Regulation S-X and has been compiled from the historical financial statements of the Company and Mercury. Unaudited Condensed Consolidated Pro Forma Statements of Operations have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and should be read in conjunction with the information included in the introduction. The Unaudited Condensed Consolidated Pro Forma Statements of Operations are presented for informational purposes only and are not necessarily indicative of what the Consolidated company’s results of operations actually would have been had the Acquisition been completed as of January 1, 2024. In addition, the Unaudited Condensed Consolidated Pro Forma Statements of Operations do not purport to project the future operating results of the consolidated Company.

 

The Unaudited Condensed Consolidated Pro Forma Statements of Operations have been prepared by the Company as an acquisition of assets rather than a business in accordance with FASB ASC Subtopic 805-50. As an asset acquisition, the cost to acquire the group of assets is allocated to the individual assets acquired or liabilities assumed based on their relative fair values. The relative fair values of identifiable tangible and intangible assets acquired and liabilities assumed from the Acquisition are based on a estimate of fair value using assumptions described in the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2025, as filed with the SEC on November 10, 2025.

 

A pro forma balance sheet is not presented as the Company’s most recent balance sheet already reflects the Acquisition. The Unaudited Condensed Consolidated Pro Forma Statement of Operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 were prepared as if the Acquisition had occurred on January 1, 2024.

 

The historical consolidated financial information has been adjusted in the Unaudited Condensed Consolidated Pro Forma Statements of Operations to give effect to the pro forma events that are directly related to the Acquisition, factually supportable and expected to have a continuing effect on the results of the Consolidated company.

 

 

ATLANTICUS HOLDINGS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS UNLESS OTHERWISE INDICATED)

 

2.

Reclassification Adjustments

 

As part of the preparation of the Unaudited Condensed Consolidated Pro Forma Statements of Operations, certain reclassifications were made to align the Company and Mercury’s financial statement presentation. As a result, the Company has identified and recorded the following reclassification adjustments:

 

     

Mercury Historical

                   

Mercury Caption

Atlanticus Caption

 

Six Months

Ended June

30, 2025

   

Period From

July 1, 2025

to

September

10, 2025

   

Year to Date

Period Ended September 10,

2025

   

Reclassification Adjustments

 

Ref.

 

Mercury As

Adjusted

 

Interest Income

    425,764       165,688       591,452       (591,452 )

(i)

    -  

Late fees

    15,356       6,669       22,024       (22,024 )

(i)

    -  
 

Consumer loans, including past due fees

    -       -       -       613,476  

(i)

    613,476  

Interchange fees, net

    (116 )             (116 )     116  

(ii)

    -  

Other non-interest income

    8,742       3,370       12,112       (12,112 )

(ii)

    -  

Interest Income

    9,805       3,913       13,718       (13,718 )

(ii)

       
 

Fees and related income on earning assets

    -       -       -       25,715  

(ii)

    25,715  

Interchange fees, net

    12,815       4,468       17,284       (17,284 )

(iii)

    -  
 

Other revenue

    -       -       -       17,284  

(iii)

    17,284  

Other Expenses

    (60 )     (21 )     (80 )     80  

(iv) (v)

    -  

Other non-interest income

    -       57       57       (57 )

(iv)

    -  
 

Other non-operating income

    -       -       -       138  

(iv)

    138  

Other Expenses

    6,143       2,018       8,161       (8,161 )

(vi)

    -  

General and administrative

    3,377       1,291       4,668       (4,668 )

(vi)

    -  

Legal and Professional

    17,623       4,872       22,495       (22,495 )

(vi)

    -  

Compensation

    756       305       1,061       (1,061 )

(vi)

    -  

Marketing

    107       49       156       (156 )

(vi)

    -  

Provision for credit losses

    69       14       83       (83 )

(vi)

    -  
 

Other

    -       -       -       (36,624 )

(vi) (vii)

    (36,624 )

Compensation

    33,792       12,303       46,096       (46,096 )

(viii)

    -  

Other Expenses

    612       221       833       (833 )

(viii)

    -  
 

Salaries and Benefits

    -       -       -       (46,928 )

(viii) (ix)

    (46,928 )

Marketing

    2,500       685       3,185       (3,185 )

(x)

    -  

Interest Income

    (9,499 )     (3,995 )     (13,495 )     13,495  

(x)

    -  

Other Expenses

    625       180       805       (805 )

(x)

    -  

General and administrative

    (689 )     (212 )     (900 )     900  

(x)

    -  
 

Marketing and solicitation

    -       -       -       (16,584 )

(x) (xi)

    (16,584 )

Interest income

    (47,056 )     (18,286 )     (65,342 )     65,342  

(xii)

    -  

Other non-interest incomes

    (1,037 )     (369 )     (1,406 )     1,406  

(xii)

    -  

Other Expenses

    4,146       (9,770 )     (5,624 )     5,624  

(xii)

    -  

Provision for credit losses

    222,806       115,321       338,128       (338,128 )

(xiii)

    -  
 

Provision for credit losses

    -       -       -       (410,498 )

(xii) (xiii)

    (410,498 )

Interchange fees, net

    (4,640 )     (1,906 )     (6,547 )     6,547  

(xiv)

    -  

General and administrative

    27,498       8,205       35,703       (35,703 )

(xiv)

    -  

Other Expenses

    30       43       72       (72 )

(xiv)

    -  

Provision for credit losses

    65       9       74       (74 )

(xiv)

    -  

Compensation

    (1,019 )     (372 )     (1,390 )     1,390  

(xiv)

    -  
 

Card and loan servicing

    -       -       -       (41,006 )

(xiv) (xv)

    (41,006 )

Other Expenses

    3,666       1,963       5,629       (5,629 )

(xvi)

    -  

Amortization of intangible assets

    1,999       782       2,781       (2,781 )

(xvi)

    -  
 

Depreciation

    -       -       -       (8,410 )

(xvi) (xvii)

    (8,410 )

Interest Expense

Interest Expense

    126,455       46,764       173,219       (346,439 )

(xviii)

    (173,219 )

 

 

ATLANTICUS HOLDINGS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS UNLESS OTHERWISE INDICATED)

 

(i)

 

Represents a reclassification from “Interest income” and "Late fees" to “Consumer loans, including past due fees".

 

(ii)

 

Represents a reclassification from “Interchange fees, net”, "Other non-interest income" and "Interest Income" to “Fees and related income on earning assets".

 

(iii)

 

Represents a reclassification from “Interchange fees, net” to “Other revenue".

 

(iv)

 

Represents a reclassification from “Other expenses” and "Other non-interest income" to “Other non-operating income".

 

(v)

 

Represents the presentation of the balances in “Other expenses” into a negative value within “Other non-operating income”.

 

(vi)

 

Represents a reclassification from “Other expenses”, "General and administrative", "Legal and professional", "Compensation", "Marketing", and "Provision for credit losses" to “Other”.

 

(vii)

 

Represents the presentation of the balances in “Other expenses”, "General and administrative", "Legal and professional", "Compensation", "Marketing", and "Provision for credit losses" into a negative value within “Other”.

 

(viii)

 

Represents a reclassification from “Compensation” and "Other expenses" to “Salaries and benefits”.

 

(ix)

 

Represents the presentation of balances in “Compensation” and "Other expenses" into a negative value within "Salaries and benefits".

 

(x)

 

Represents a reclassification from “Marketing”, "Interest Income", "Other expenses", and "General and administrative" to “Marketing and solicitation”.

 

(xi)

 

Represents the presentation of balances in “Marketing”, "Interest Income", and "General and administrative" into a negative value within “Marketing and solicitation”.

 

(xii)

 

Represents a reclassification from “Interest income”, "Other Expenses" and "Other non-interest income" to “Provision for credit losses".

 

(xiii)

 

Represents the presentation of the balances in "Provision for credit losses" into a negative value within “Provision for credit losses".

 

(xiv)

 

Represents a reclassification from “Interchange fees, net”, "General and administrative", "Other expenses", Provision for credit losses" and "Compensation" to “Card and loan servicing".

 

(xv)

 

Represents the presentation of balances in "General and administrative", "Other expenses", Provision for credit losses" and "Compensation" into a negative value within “Card and loan servicing".

 

(xvi)

 

Represents a reclassification from “Other expenses” and "Amortization of intangible assets" to “Depreciation".

 

(xvii)

 

Represents the presentation of the balances in “Other expenses” and "Amortization of intangible assets" into a negative value within “Depreciation".

 

(xviii)

 

Represents the presentation of balances within “Interest expense” into a negative value within “Interest expense”.

 

 

ATLANTICUS HOLDINGS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS UNLESS OTHERWISE INDICATED)

 

Mercury Caption

Atlanticus Caption

 

Mercury

Historical

Year Ended

December 31,

2024

   

Reclassification

Adjustments

 

Ref.

 

Mercury As

Adjusted

 

Interest income

Consumer loans, including past due fees

    896,815       (896,815 )

(i)

    -  

Late fees

Consumer loans, including past due fees

    96,030       (96,030 )

(i)

    -  

Other non-interest income

Consumer loans, including past due fees

    (296 )     296  

(i)

    -  
 

Consumer loans, including past due fees

    -       992,549  

(i)

    992,549  

Interchange fees, net

Fees and related income on earning assets

    (410 )     410  

(ii)

    -  

Other non-interest income

Fees and related income on earning assets

    15,529       (15,529 )

(ii)

    -  

Interest income

Fees and related income on earning assets

    21,175       (21,175 )

(ii)

    -  
 

Fees and related income on earning assets

    -       36,295  

(ii)

    36,295  

Interchange fees, net

Other revenue

    25,740       (25,740 )

(iii)

    -  

Other Expenses

Other revenue

    73       (73 )

(iii)

    -  
 

Other revenue

    -       25,667  

(iii) (iv)

    25,667  

Other non-interest income

Other non-operating income

    316       (316 )

(v)

    -  
 

Other non-operating income

    -       316  

(v)

    316  

Other Expenses

Other

    11,587       (11,587 )

(vi)

    -  

General and administrative

Other

    7,191       (7,191 )

(vi)

    -  

Legal and Professional

Other

    16,154       (16,154 )

(vi)

    -  

Compensation

    2,049       (2,049 )

(vi)

    -  

Marketing

Other

    114       (114 )

(vi)

    -  

Provision for credit losses

    113       (113 )

(vi)

    -  
 

Other

    -       (37,209 )

(vi) (vii)

    (37,209 )

Compensation

    55,603       (55,603 )

(viii)

    -  

Other Expenses

Salaries and benefits

    1,524       (1,524 )

(viii)

    -  
 

Salaries and benefits

    -       (57,127 )

(viii) (ix)

    (57,127 )

Marketing

Marketing and solicitation

    7,576       (7,576 )

(x)

    -  

Interest income

    (27,940 )     27,940  

(x)

    -  

Other Expenses

Marketing and solicitation

    1,131       (1,131 )

(x)

    -  

General and administrative

    (1,125 )     1,125  

(x)

    -  
 

Marketing and solicitation

    -       (35,521 )

(x) (xi)

    (35,521 )

Interest income

    (94,902 )     94,902  

(xii)

    -  

Other non-interest income

Changes in fair value of loans

    (1,351 )     1,351  

(xii)

    -  

Provision for credit losses

    521,188       (521,188 )

(xiii)

    -  

Late fees

Changes in fair value of loans

    (59,370 )     59,370  

(xii)

    -  

Other Expenses

    11,313       (11,313 )

(xii)

    -  
 

Provision for credit losses

    -       (688,124 )

(xii) (xiii)

    (688,124 )

Interchange fees, net

    (10,929 )     10,929  

(xiv)

    -  

General and administrative

Card and loan servicing

    62,808       (62,808 )

(xiv)

    -  

Other Expenses

    56       (56 )

(xiv)

    -  

Provision for credit losses

Card and loan servicing

    536       (536 )

(xiv)

    -  

Compensation

    (2,313 )     2,313  

(xiv)

    -  
 

Card and loan servicing

    -       (72,015 )

(xiv) (xv)

    (72,015 )

Other Expenses

    5,877       (5,877 )

(xvi)

    -  

Amortization of intangible assets

    3,973       (3,973 )

(xvi)

    -  
 

Depreciation

    -       (9,850 )

(xvi) (xvii)

    (9,850 )

Interest expense

Interest expense

    283,984       (567,968 )

(xviii)

    (283,984 )

 

(xviii)

 

Represents a reclassification from “Interest income”, "Late fees", and "Other non-interest income" to “Consumer loans, including past due fees".

 

(xix)

 

Represents a reclassification from “Interchange fees, net”, "Other non-interest income" and "Interest Income" to “Fees and related income on earning assets".

 

(xx)

 

Represents a reclassification from “Interchange fees, net”  and "Other expenses" to “Other revenue".

 

(xxi)

 

Represents the presentation of the balances in “Other expenses” into a negative value within “Other revenue”.

 

(xxii)

 

Represents a reclassification from "Other non-interest income" to “Other non-operating income".

 

(xxiii)

 

Represents a reclassification from “Other expenses”, "General and administrative", "Legal and professional", "Compensation", "Marketing", and "Provision for credit losses" to “Other”.

 

(xxiv)

 

Represents the presentation of the balances in “Other expenses”, "General and administrative", "Legal and professional", "Compensation", "Marketing", and "Provision for credit losses" into a negative value within “Other”.

 

 

ATLANTICUS HOLDINGS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS UNLESS OTHERWISE INDICATED)

 

(xxv)

 

 Represents a reclassification from “Compensation” and "Other expenses" to “Salaries and benefits”.

 

(xxvi)

 

Represents the presentation of balances in “Compensation” and "Other expenses" into a negative value within "Salaries and benefits".

 

(xxvii)

 

Represents a reclassification from “Marketing”, "Interest Income", "Other expenses", and "General and administrative" to “Marketing and solicitation”.

 

(xxviii)

 

Represents the presentation of balances in “Marketing”, "Interest Income", and "General and administrative" into a negative value within “Marketing and solicitation”.

 

(xxix)

 

Represents a reclassification from “Interest income”, "Other non-interest income", "Late fees", and "Other expenses" to “Provision for credit losses".

 

(xxx)

 

Represents the presentation of the balances in "Provision for credit losses" and "Other expenses" into a negative value within “Provision for credit losses".

 

(xxxi)

 

Represents a reclassification from “Interchange fees, net”, "General and administrative", "Other expenses", "Provision for credit losses" and "Compensation" to “Card and loan servicing".

 

(xxxii)

 

Represents the presentation of balances in "General and administrative", "Other expenses", "Provision for credit losses" and "Compensation" into a negative value within “Card and loan servicing".

 

(xxxiii)

 

Represents a reclassification from “Other expenses” and "Amortization of intangibles" to “Depreciation".

 

(xxxiv)

 

 Represents the presentation of the balances in “Other expenses” and "Amortization of intangibles" into a negative value within “Depreciation".

 

(xxxv)

 

Represents the presentation of balances within “Interest expense” into a negative value within “Interest expense”.

 

3.

Consideration and Purchase Price Allocation

 

The following table summarizes the purchase price for the Acquisition:

 

(In thousands)

 

Purchase Price Consideration

 

Cash consideration

  $ 159,802  

Direct acquisition-related costs

    6,725  

Fair Value of Contingent Consideration

    40,000  

Total

  $ 206,527  

 

The purchase price has been allocated to the acquired assets and assumed liabilities based on estimated fair values in accordance with the requirements of ASC 805-50, Acquisition of Assets Rather than a Business. The table below provides the allocation of purchase price to the assets acquired and liabilities assumed as of the acquisition date.

 

(In thousands)

 

Purchase Price Allocation

 

Fair value of assets acquired

       

Unrestricted cash and cash equivalents

  $ 42,314  

Restricted cash and cash equivalents

    51,351  

Loans at fair value

    3,009,018  

Property at cost, net of depreciation

    690  

Operating lease right-of-use assets

    2,093  

Prepaid expenses and other assets

    46,081  

Total assets acquired

    3,151,547  

Fair value of liabilities assumed

       

Accounts payable and accrued expenses

    (129,920 )

Operating lease liabilities

    (2,100 )

Notes payable, net

    (2,813,000 )

Total liabilities assumed

    (2,945,020 )

Net assets acquired

  $ 206,527  

 

 

ATLANTICUS HOLDINGS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS UNLESS OTHERWISE INDICATED)

 

The allocation of the total purchase price in the Acquisition is based upon management’s estimates of, and assumptions related to, the fair value of assets acquired and liabilities assumed as of the Closing Date using currently available information and market data as of September 11, 2025. In estimating the fair value of the identifiable acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows and estimated discount rates.

 

4.

Unaudited Condensed Consolidated Pro Forma Statements of Operations Adjustments

 

The pro forma transaction adjustments included in the Unaudited Condensed Consolidated Pro Forma Statement of Operations for the period ended September 30, 2025 are as follows:

 

 

(a)

Adjustment reflects the reversal of $7.3 million of amortization expense for the nine months ended September 30, 2025, related to historically recorded amortization of debt issuance costs. Assumed debt was reset to fair value at the acquisition date and previously capitalized debt issuance costs were written off. As a result, the amortization of the debt issuance costs which was recorded in Mercury’s historical income statement is removed.

 

 

(b)

Mercury historically recorded loan receivables at amortized cost, and as such, the loan receivables were subject to the Current Expected Credit Loss (“CECL”) model under FASB ASC 326 Financial Instruments – Credit Losses. The CECL model requires an entity to recognize a provision for expected credit losses on its financial assets. In contrast, Atlanticus has elected to record the acquired loan receivables at fair value, a method that inherently reflects changes in credit risk without the need for a separate credit loss provision. Accordingly, this adjustment reflects the removal of the $410.5 million provision for credit losses and records an adjustment that approximates the change in fair value that would have been recorded by Atlanticus.

 

 

(c)

Atlanticus expenses marketing and other costs associated with loan acquisitions as incurred, whereas Mercury has an accounting policy to capitalize certain of these costs. Adjustment reflects reclassification of the total costs capitalized and amortized during the period of $2.7 million to expense to conform Mercury’s accounting policy to that of Atlanticus.

 

 

(d)

Adjustment reflects a net reduction in amortization expense of $3.7 million for the nine months ended September 30, 2025. Adjustment includes amortization of the acquired intangible assets at their fair value based on Mercury’s estimation of the remaining useful lives of these acquired assets. Amortization expense recorded for the acquired intangible assets is offset by the reversal of amortization expense related to intangible assets previously held by Mercury which were not assumed in the acquisition.

 

Below is a table summarizing the preliminary fair value of the acquired intangible assets, their estimated useful lives, and the resulting amortization expense (in thousands):

 

Intangible Assets

 

Useful Lives

   

Fair Value

   

Amortization Expense

Period Ended

September 10, 2025

 

Developed Technology

    5     $ 27,025     $ 3,732  

Assembled Workforce

    5     $ 5,405     $ 746  

 

 

(e)

To record the income tax effect of the pro forma adjustments, based on a blended federal and state statutory rate of approximately 24.0%, and the related impact on the valuation allowance. The effective tax rate of the Consolidated company could be significantly different than what is presented in these unaudited pro forma consolidated financial statements depending on post-acquisition activities.

 

 

The pro forma transaction adjustments included in the Unaudited Condensed Consolidated Pro Forma Statement of Operations for the year ended December 31, 2024 are as follows:

 

 

(a)

Adjustment reflects the reversal of $12.0 million of amortization expense for the year ended December 31, 2024, related to historically recorded amortization of debt issuance costs. Assumed debt was reset to fair value at the acquisition date and previously capitalized debt issuance costs were written off. As a result, the amortization of the debt issuance costs which was recorded in Mercury’s historical income statement is removed.

 

 

ATLANTICUS HOLDINGS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS UNLESS OTHERWISE INDICATED)

 

 

(b)

Mercury historically recorded loan receivables at amortized cost, and as such, the loan receivables were subject to the Current Expected Credit Loss (“CECL”) model under FASB ASC 326 Financial Instruments – Credit Losses. The CECL model requires an entity to recognize a provision for expected credit losses on its financial assets. In contrast, Atlanticus has elected to record the acquired loan receivables at fair value, a method that inherently reflects changes in credit risk without the need for a separate credit loss provision. Accordingly, this adjustment reflects the removal of the $688.1 million provision for credit losses and records an adjustment that approximates the change in fair value that would have been recorded by Atlanticus.

 

 

(c)

Atlanticus expenses marketing and other costs associated with loan acquisitions as incurred, whereas Mercury has an accounting policy to capitalize certain of these costs. Adjustment reflects reclassification of the total costs capitalized and amortized during the period of $3.2 million to expense to conform Mercury’s accounting policy to that of Atlanticus.

 

 

(d)

Adjustment reflects a net reduction in amortization expense of $2.8 million for the year December 31, 2024. Adjustment includes amortization of the acquired intangible assets at their fair value based on Mercury’s estimation of the remaining useful lives of these acquired assets. Amortization expense recorded for the acquired intangible assets is offset by the reversal of amortization expense related to intangible assets previously held by Mercury which were not assumed in the acquisition.

 

Below is a table summarizing the preliminary fair value of the acquired intangible assets, their estimated useful lives, and the resulting amortization expense (in thousands):

 

Intangible Assets

 

Useful Lives

   

Fair Value

   

Amortization Expense

Year Ended

December 31, 2024

 

Developed Technology

    5     $ 27,025     $ 5,405  

Assembled Workforce

    5     $ 5,405     $ 1,081  

 

 

(e)

To record the income tax effect of the pro forma adjustments, based on a blended federal and state statutory rate of approximately 20.4%, and the related impact on the valuation allowance. The effective tax rate of the Consolidated company could be significantly different than what is presented in these unaudited pro forma consolidated financial statements depending on post-acquisition activities.

 

5.

Pro Forma Earnings Per Share

 

The table below represents the calculation of the weighted average shares outstanding and earnings per share included in the Unaudited Condensed Consolidated Pro Forma Statements of Operations for the nine months ended September 30, 2025 and the year ended December 31, 2024. The Unaudited Condensed Consolidated pro forma basic and diluted earnings per share calculations are based on the weighted average basic and diluted shares of Atlanticus. The following table summarizes the computation of the Unaudited Condensed Consolidated pro forma basic and diluted net income per share:

 

(In thousands, except for share and per share amounts)

 

Nine Months Ended

September 30, 2025

   

Year Ended December 31,

2024

 

Pro Forma Net Income Attributable to Shareholders

    37,508       112,615  
                 

Pro Forma Weighted Average Shares Outstanding

               

Pro Forma Weighted Average Shares Outstanding – Basic

    15,121       14,748  

Pro Forma Weighted Average Shares Outstanding – Diluted

    19,189       18,801  
                 

Pro Forma Net Earnings Attributable to Shareholders

               

Pro Forma Net Earnings Attributable to Shareholders – Basic

    2.48       7.64  

Pro Forma Net Earnings Attributable to Shareholders – Diluted

    1.95       5.99