EX-99.2 4 ex_892901.htm EXHIBIT 99.2 ex_892901.htm

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  

 

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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.

 

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