Prepared by MERRILL CORPORATION

Georgia (State or other jurisdiction of incorporation or organization)		58-2336689 (IRS Employer Identification No.)
245 Perimeter Center Parkway, Suite 600, Atlanta, Georgia (Address of principal executive offices)		30346 (Zip Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/ No / /

The number of shares outstanding of the issuer's only class of Common Stock, no par value, (the "Common Stock"), as of May 11, 2001 was 46,514,639 shares.

			Page

PART I. FINANCIAL INFORMATION
	Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets		1
	Condensed Consolidated Statements of Income		2
	Condensed Consolidated Statements of Shareholders' Equity		3
	Condensed Consolidated Statements of Cash Flows		4
	Notes to Condensed Consolidated Financial Statements		5
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		10
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		21
PART II. OTHER INFORMATION
	Item 1.	Legal Proceedings		22
	Item 2.	Changes in Securities and Use of Proceeds		22
	Item 3.	Defaults Upon Senior Securities		22
	Item 4.	Submission of Matters to a Vote of Security Holders		22
	Item 5.	Other Information		22
	Item 6.	Exhibits and Reports on Form 8-K		22
	Signatures		23

CompuCredit Corporation and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)

CompuCredit Corporation and Subsidiaries
Condensed Consolidated Statements of Shareholders' Equity (Unaudited)
For the Three Months Ended March 31, 2001 and 2000

CompuCredit Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)

CompuCredit Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
March 31, 2001

The condensed consolidated financial statements include the accounts of CompuCredit Corporation and its subsidiaries (collectively, the "Company"). All significant intercompany balances and transactions have been eliminated for financial reporting purposes. The Company was formed for the purpose of offering unsecured credit cards and fee based products and services to a specialized segment of the consumer credit market. The Company markets unsecured general purpose credit cards through direct mail, television, telemarketing and on the Internet through its wholly owned subsidiary, AspireCard.com. The Company has a contractual arrangement with a third party financial institution pursuant to which the financial institution issues general purpose credit cards, and the Company purchases the receivables relating to such accounts. We also market to our cardholders other fee-based products including card registration, memberships in preferred buying clubs, magazines, travel services and credit life, disability and unemployment insurance.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete consolidated financial statements. In the opinion of management, all normal recurring adjustments considered necessary to fairly state the results for the interim periods presented have been included. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. Certain estimates such as credit losses, payment and discount rates have a significant impact on the gains recorded on securitizations and the value of retained interests in credit card receivables securitized. Operating results for the three months ended March 31, 2001 are not necessarily indicative of the results for the year ended December 31, 2001. The notes to the financial statements for the year ended December 31, 2000 contained in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission should be read in conjunction with these condensed consolidated financial statements.

Certain amounts in prior period financial statements have been reclassified to conform to the current period presentation.

The following is a summary of significant accounting policies followed in the preparation of the consolidated financial statements.

The Company has securitized a substantial portion of its credit card receivables. When the Company sells receivables in securitizations, it retains certain undivided ownership interests, interest-only strips and servicing rights. Although the Company continues to service the underlying credit card accounts and maintains the client relationships, these transactions are treated as sales and the securitized receivables are not reflected on the consolidated balance sheet. The retained ownership interests and the interest-only strips are included in Retained Interests in Credit Card Receivables Securitized. Amounts Due from Securitization include payments recently received on the securitized

receivables that are still held by the securitization structure but are payable to the Company within the next 30 days.

Under Statement of Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" ("Statement No. 140"), gains are recognized at the time of each sale. These gains are based on the estimated fair value of the retained interests, which are based on the estimated present value of the cash flows the Company expects to receive over the estimated outstanding life of the receivables. These cash flows represent estimates of finance charges and late fees, servicing fees, costs of funds paid to investors, payment rates, credit losses, and required amortization payments to investors.

The retained interests are subsequently accounted for as trading securities and reported at estimated fair market value with changes in fair value included in income in accordance with Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("Statement No. 115"). Certain estimates used in the determination of the gains and the related fair values of interest-only strips and retained ownership interests are influenced by factors outside the Company's control, and, as a result, such estimates could materially change in the near term.

In September 2000, the FASB issued Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, that replaces, in its entirety, FASB Statement 125. Although Statement 140 has changed many of the rules regarding securitizations, it continues to require an entity to recognize the financial and servicing assets it controls and the liabilities it has incurred and to derecognize financial assets when control has been surrendered in accordance with the criteria provided in the statement. As required, the Company will apply the new rules prospectively to transactions beginning after March 31, 2001. Adoption of this Statement will not have a material impact on the Company's financial statements.

On January 1, 2001 the Company adopted Financial Accounting Standard ("FAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities." This Statement establishes new accounting and reporting standards for derivative instruments and hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities on the balance sheet and measure those derivatives at fair value. The accounting for the gains or losses resulting from changes in the value of those derivatives will depend on the intended use of the derivative and whether it qualifies for hedge accounting. FAS 133, as amended by statement 138, was required to be adopted for fiscal years beginning after June 15, 2000. Adoption of this Statement did not have a material impact on the Company's financial statements.

On January 1, 2001 the Company adopted Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements. This SAB explains how the SEC staff believes existing Revenue Recognition rules should be applied. In June 2000, the SEC issued SAB 101B, which delays the implementation date of SAB 101 until no later than the fourth fiscal quarter of fiscal years beginning after December 15, 1999. Adoption of this Standard did not have a material impact on the Company's financial statements.

The Company securitizes a substantial portion of its Company issued credit card receivables through the CompuCredit Credit Card Master Note Business Trust and the CompuCredit Credit Card

Master Note Business Trust II (collectively, the "Master Trust"). Credit card receivables are transferred to the Master Trust, which issues notes representing undivided ownership interests in the assets of the Master Trust. The Company also securitized two purchased portfolios of credit card receivables through securitization structures with third party commercial paper conduits. Generally Accepted Accounting Principles ("GAAP") require the Company to treat the transfers as sales and the receivables are removed from the consolidated balance sheet. The securitization transactions do not affect the relationship the Company has with its customers and the Company continues to service the credit card receivables. As of March 31, 2001, the Company receives servicing fees equal to either the cost of servicing the portfolio plus 0.1% per year of the securitized principal receivables or 5% of cash collected, depending on the securitization. The Company either performs the servicing or contracts with third party service providers.

	For the Three Months Ended March 31
	2001		2000
	(In thousands)
Proceeds from securitizations	$	78,794	$	132,027
Excess cash flows received on retained interests		49,904		44,016
Pretax securitization income		266		1,789

The investors in the Company's securitization transactions have no recourse against the Company for its clients' failure to pay their credit card loans. However, most of the Company's retained interests are subordinated to the investors' interests until the investors have been fully paid.

As an additional credit enhancement on CompuCredit's securitization structures associated with its purchased receivables, CompuCredit pays a portion of the excess cash collected on the receivables to the investors as an accelerated amortization payment. This excess cash that the Company paid to the investors totaled $3.3 million and $4.7 million for the three months ended March 31, 2001 and 2000, respectively. The decrease in 2001 is due to a reduction in the amortization payments required under its agreements and due to the decrease in the purchased portfolio receivables outstanding. The Company's valuation of its retained interests incorporates this credit enhancement, and the Company estimates that it takes approximately three to five years from the inception of each securitization structure to completely repay the investors using excess cash collected on the receivables. Once the investors are repaid, any remaining receivables and funds held in the securitization structure will be payable to the Company.

The pretax securitization income recorded by the Company and the measurement of the Company's interest-only strips are dependent upon management's estimates of future cash flows using the cash-out method. Under the cash-out method, the future cash flows (including the release of any cash related to credit enhancements) are recorded at a discounted value. The cash flows are discounted based on the timing of when the Company expects to receive the cash flows. The discount rates are based on management's estimates of returns that would be required by investors in an investment with similar terms and credit quality. Interest rates received on the credit card receivables are estimated based on the stated annual percentage rates in the credit card agreements. Estimated default and payment rates are based on historical results, adjusted for expected changes based on the Company's credit risk models. Credit card receivables are typically charged off when the loan becomes 180 days past due, although earlier charge-offs may occur specifically related to accounts of bankrupt or

deceased customers. Bankrupt and deceased customers' accounts are typically charged off within 30 days of verification.

Subsequent to each sale, the Company's retained interests are carried at estimated fair market value with changes in fair value included in income as they are classified as trading securities. Since quoted market prices are generally not available, the Company estimates fair value based on the estimated present value of future cash flows using management's best estimates of key assumptions. Changes in any of these assumptions could impact the fair value estimates and the realization of future cash flows. The weighted average key assumptions used to estimate the fair value of the Company's retained interests as of the end of each three-month period are presented below:

	March 31
	2001		2000
Payment rate (monthly)	9.0	%	8.2	%
Expected credit loss rate (annualized)	11.8		10.4
Residual cash flows discount rate	16.4		18.3

The return to the investors in the securitizations is based on management's estimates of forward yield curves. The changes in the weighted average assumptions from March 31, 2000 to March 31, 2001 are primarily due to the change in the mix of CompuCredit's originated and purchased receivables. Since the receivables originated by CompuCredit have historically performed better than the purchased portfolio, the significant growth experienced in the originated portfolio has caused the weighted average assumptions of the payment rate and the residual cash flows discount rate to improve as of March 31, 2001. The expected credit loss rate (annualized) has increased as the originated portfolio matures.

The Company's managed loan portfolio is comprised of retained interests in loans securitized and the investors' share of securitized credit card loans. The investors' share of securitized credit card loans is not an asset to the Company. Therefore, the company does not show it on the consolidated balance sheets. The following table summarizes the balances included in the managed loan portfolio.

	March 31
	2001		2000
	(In thousands)
Retained interests in loans securitized—(Seller's Interest)	$	297,081	$	193,642
Investors' interests in loans securitized—Not included on Balance Sheet		1,292,503		832,457

Total managed loans	$	1,589,584	$	1,026,099

At March 31, 2001, the following illustrates the hypothetical effect an adverse 5 and 10 percent change in key economic assumptions has on the retained interests in credit card receivables securitized ($ in thousands):

	Credit card loans
Payment rate (monthly)		9.0	%
Impact on fair value of 5% adverse change	$	(2,748	)
Impact on fair value of 10% adverse change	$	(5,222	)
Expected credit loss rate (annualized)		11.8	%
Impact on fair value of 5% adverse change	$	(6,033	)
Impact on fair value of 10% adverse change	$	(10,282	)
Residual cashflows discount rate		16.4	%
Impact on fair value of 5% adverse change	$	(2,909	)
Impact on fair value of 10% adverse change	$	(3,266	)

These sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair value based on a 5% and a 10% variation in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of a variation in a particular assumption on the fair value of the retained interest is calculated without changing any other assumptions; in reality, changes in one assumption may result in changes in another. For example, increases in market interest rates may result in lower payments and increased credit losses, which could magnify or counteract the sensitivities.

			For the Three Months Ended March 31,
			2001		2000
			(In thousands, except per share data)
Numerator:
	Net income		$	6,376	$	23,991
Denominator:
	Denominator for basic earnings per share—
		Weighted-average shares outstanding		46,515		44,109
		Effect of dilutive stock options		83		200

	Denominator for diluted earnings per share—
		Adjusted weighted-average shares		46,598		44,309
Basic earnings per share			$	0.14	$	0.54
Diluted earnings per share			$	0.14	$	0.54

In February 2000, the Company issued 4,600,000 shares of common stock at $33.50 per share in a follow-on offering.

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

The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes included herein.

CompuCredit Corporation is a credit card company that originates and purchases credit card receivables and markets products and services to its customers for which it earns fees. We market unsecured credit cards through direct mail, television, telemarketing and the Internet.

Consumer credit product revenues consist of (1) interest income and late fees on outstanding revolving credit card receivables, (2) credit card fees, including annual membership, cash advance, over-limit and other credit card fees, and (3) interchange fees, which are the portion of the merchant fee assessed by Visa and MasterCard and passed on to us on the purchase volume on our credit card receivables. Non-interest income includes securitization income, income from retained interests in credit card receivables securitized, servicing income and fee-based product revenues. Our primary expenses include the costs of funding our receivables, credit losses and operating expenses, including employee compensation, account solicitation and marketing expenses, data processing and servicing expenses and income taxes.

On April 13, 2000, the Company acquired Citadel Group, Inc. ("Citadel") of Daytona Beach, Florida. The transaction was accounted for as a pooling of interests through the exchange of 1,783,333 shares of the Company's common stock for all of the outstanding stock of Citadel. All amounts have been restated to reflect the financial position, results of operations and cash flows of the respective companies as though the companies were combined for all periods presented. Citadel currently markets fee-based products and services to CompuCredit's cardholders.

We have securitized a substantial portion of our credit card receivables. Our securitization transactions involve the sale of our credit card receivables to a separate entity. The entity is either a corporation or a trust that has been created by us exclusively to purchase receivables. The entity purchases the receivables from us using cash generated from selling interests in the receivables to investors.

We have entered into agreements with investors which specify the conditions and price of each sale including the total amount of receivables the investor is committing to purchase from us. The agreements include terms and conditions that are similar to those included in bank loan agreements and define our duties to service the securitized receivables. We are required by the agreements to remit collections on the receivables to the investors in the securitizations. The agreements also include representations and warranties regarding the receivables and financial performance measures that must be met in order for us to continue to securitize receivables and in order for us to receive any additional cash from the collections of the receivables. In each securitization transaction, we retain the risk of compliance with federal and state laws and regulations regarding the securitized accounts and any fraudulent activity with regard to such accounts.

After an initial purchase by the investors, there is usually a period during which collections from the receivables are used to purchase new receivables. This is referred to as a revolving period. At the end of the revolving period, the investment of collections in new receivables ends and collections are instead used to repay the investors. The period during which investors are being repaid is referred to as an amortization period. The amortization period may begin at a specific point in time determined under the agreements or it may be caused by specified events including deterioration in the quality of

the receivables purchased or a material adverse change in our financial condition. A breach of a representation or warranty made by us could also cause an amortization period to begin.

The investors in the securitizations require us to provide credit support for the receivables to reduce the risk of loss to the investors resulting from cardholders not repaying their credit card balances when due. We negotiate with each investor the amount of the credit support, which is based on historical and expected delinquency and loss experience on the receivables. The credit support is usually in the form of over collateralization, which means that we sell the receivables for less than, or at a discount from, their outstanding balances. As a result, the receivables available to repay the investors exceed the total amount of the investors' interests in the receivables. This excess is the retained interest that we own, which is also referred to as a subordinated interest, or Seller's Interest. The investors in the securitized receivables have no recourse against us for our cardholders' failure to pay their credit card loans; however, most of our Seller's Interests are subordinated to the investors' interests until the investors have been fully repaid. This means that our Seller's Interests will first absorb any losses due to cardholders' failure to repay their balances before investors in the securitizations have to absorb these losses.

We will receive additional cash from the securitized receivables if collections from the receivables exceed required interest and principal payments to the investors. The collections from the receivables depend on the performance of the receivables, which includes the timing and amount of payments on the receivables, the interest rates, fees and other charges paid on the receivables, and their delinquency and loss rates. In each securitization, we receive cash, retain a Seller's Interest, retain the rights to receive cash in the future and service the accounts. Securitizations are treated as sales under Generally Accepted Accounting Principles ("GAAP"). As such, we remove the securitized loans from our Consolidated Balance Sheet. As noted above, we retain a Seller's Interest in the pool of assets included in each securitization, with the right to receive collections allocated to such subordinated interest after payments to investors are made. The collections received are recorded as Income from Retained Interests in Credit Card Receivables Securitized. The Seller's Interest equals the amount of assets included in the securitization structure less the investors' ownership. Additionally, we recognize an "interest-only" ("I/O") strip, which is the present value of the projected excess cash flows the receivables will produce during its life. The excess cash flow is the excess of the finance charges and late fees generated by the securitized receivables over the related credit losses, interest paid to investors, servicing costs and certain other expenses. The income resulting from the I/O strip is recorded as Securitization Income on our Income Statement. The I/O strip and the Seller's Interest are included in Retained Interests in Credit Card Receivables Securitized on our Consolidated Balance Sheet. Amounts Due from Securitization on our balance sheet include payments recently received on the securitized receivables that are still held by the securitization structure but are payable to us in the next 30 days.

All of our securitization transactions were accounted for under Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" ("Statement No. 125") and after March 31, 2001, will be accounted for under Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" ("Statement No. 140"). Under Statement No. 140 and its predecessor, Statement No. 125, gains are recognized at the time of each sale. These gains are based on the estimated fair value of the I/O strip.

The securitization transactions do not affect the relationship we have with our customers, and we continue to service the credit card receivables. As of March 31, 2001, we received servicing fees equal to either the cost of servicing the portfolio plus 0.1% per year of the securitized principal receivables or 5% of cash collected, depending on the securitization. We either provide the servicing or contract with third party service providers.

	For the Three Months Ended March 31
	2001		2000
	(In thousands)
Proceeds from securitizations	$	78,794	$	132,027
Excess cash flows received on retained interests		49,904		44,016
Pretax securitization income		266		1,789

Finance charges and past due fees collected in excess of servicing fees and periodic interest payments are available to absorb the investors' share of credit losses. Investors bear the risk of credit losses on the underlying receivables to the extent that credit losses, servicing fees and periodic interest payments required by the investors exceed finance charges and past due fees earned on the receivables and our retained interests in the receivables pool. Investors in our securitization programs are generally entitled to receive principal payments either through monthly payments during an amortization period or in one lump sum from the proceeds of issuances of additional notes or participation interests in the receivables pool.

As additional credit support on our securitization structures associated with our purchased receivables, we pay a portion of the excess cash collected to the investors as an accelerated amortization payment. This excess cash totaled $3.3 million for the three months ended March 31, 2001 and $4.7 million for the three months ended March 31, 2000. The decrease in 2001 is due to a reduction in the amortization payments required under our agreements and due to the decrease in the size of the purchased portfolios. Once the investors are repaid, any remaining receivables and funds held in the buying entity are payable to us.

We analyze our financial performance on a "managed loan" portfolio basis, as if the receivables securitized were still on our balance sheet, because the performance of our securitized receivables will affect the future cash flows we receive on the receivables.

The table set forth below indicates our net interest margin and our operating ratio on a managed loan basis as if the receivables securitized were still on our Balance Sheet. The table also indicates the ending and average managed loans and the number of managed accounts. Interest income for us on a managed loan basis includes all net interest and late fee income on all outstanding receivables less all costs associated with securitizations, including the interest expense paid to the investors. Our operating ratio includes all expenses associated with our business on a managed basis, other than marketing expenses and ancillary product expenses, and is expressed as a percentage of average managed loans.

During 1998, we purchased two portfolios of credit card receivables with outstanding receivables balances at the time of purchase of $579.7 million. The presented managed loan data excludes certain of these receivables and the related accounts which, at the time of purchase, were closed accounts in a certain delinquency status. Management believes that these accounts were either in the process of being charged off by the seller due to delinquency or were likely to be charged off in the near term. As a result, management believes that it would have had very little opportunity to influence the delinquency or default rates of these accounts prior to charge-off. We therefore excluded these accounts, the receivables and any activity in the accounts since the date of purchase from any managed loan data presented. At the time of the purchases, there were approximately 52,000 such accounts, representing 25.9% of the accounts purchased and $137.2 million of the $579.7 million outstanding receivables purchased.

The portfolios acquired during 1998 were purchased at substantial discounts. A portion of the discount at the time of purchase related to the credit quality of the remaining loans in the portfolio and reflects the difference between the purchased face amount of the receivables and the future cash collections management expects to receive with respect to the purchased face amount. The substantial discount we received on the purchased portfolio exceeds the discount we ascribed to the credit quality of the purchased receivables. We are reporting this excess discount as additional interest income over the life of the portfolio for managed loan reporting and are amortizing it into interest income using the interest method.

	At or for the Quarter Ended
	Dec. 31, 1999		March 31, 2000		June 30, 2000		Sept. 30, 2000		Dec. 31, 2000		March 31, 2001
	(In thousands, except for percentages)
Period-end total managed loans	$	898,691		$	1,026,099		$	1,171,932		$	1,321,128		$	1,528,372		$	1,589,584
Period-end total managed accounts		1,181			1,416			1,648			1,891			2,178			2,256
Total average managed loan portfolio	$	769,624		$	963,939		$	1,097,610		$	1,256,239		$	1,398,041		$	1,574,554
Net interest margin on managed loans, annualized		23.6	%		23.8	%		23.3	%		23.4	%		21.8	%		21.6	%
Operating ratio		8.7	%		8.0	%		7.3	%		7.6	%		7.9	%		9.1	%

Our net interest margins are influenced by a number of factors, including the timing and size of portfolio purchases and the level of our charge-offs. Purchased portfolios typically have lower interest rates and late fees until we convert the accounts to our credit card. When we convert accounts to our credit card, we reprice the accounts to interest rates and fees that are similar to those on accounts we have originated through our solicitation process. We typically convert the accounts within six months of purchase. Fluctuations in our charge-off ratios also affect our net interest margins. At charge-off, the interest and late fees on an account are deducted from interest income in the current period, which is why net interest margin decreased during the fourth quarter of 2000 and the first quarter of 2001.

Our operating ratio includes all costs of operating our business on a managed loan basis, other than marketing expenses and ancillary product expenses. Our operating ratio increased 1.2% from December 30, 2000 to March 31, 2001 as we spent more on our infrastructure, our personnel, our collections operations, our Internet technology, our credit card servicing and our database management system to accommodate our operational needs and anticipated portfolio growth.

Net income for the three months ended March 31, 2001 was $6.4 million, or $0.14 per share on a diluted basis, a decrease of approximately $17.6 million from net income of $24.0 million for the three months ended March 31, 2000. The decrease in net income was primarily the result of the decrease in income from retained interests in credit card receivables securitized of approximately $17 million. Income from retained interests in credit card receivables securitized decreased because of an increase in charge offs during the quarter. The increase in charge offs is due to the seasoning of the originated portfolio. The seasoning of a portfolio takes place as the average age of the portfolio increases. Delinquency rates can be expected first to increase, then peak and finally decrease and stabilize thereafter.

The largest component of our income comes from the profit generated from our managed receivables. Growth in managed receivables cannot be predicted with certainty. In general, receivables growth is a product of our marketing and other strategic efforts. However, it is also dependent upon a number of factors that we are not able to control, such as levels of consumer spending, competition and general economic circumstances.

Other operating income, excluding securitization income and income from retained interests in credit card receivables securitized, increased $10.1 million from $23.2 million for the three months ended March 31, 2000 to $33.3 million for the three months ended March 31, 2001. The increases are

primarily due to the increase in other credit card fees, which includes annual membership, over-limit and cash advance fees. The revenue associated with these fees increased as a result of the growth of our managed loans and an increase in our number of managed accounts.

Other operating expenses increased to $40.2 million for the three months ended March 31, 2001, from $24.0 million for the three months ended March 31, 2000, an increase of approximately $16.2 million. These increases primarily reflect the increase in the cost of operations associated with the growth in our business, including additional marketing and solicitation expenses, additional servicing costs and ancillary product expenses.

Interest income consists of interest income earned on cash and cash equivalents. Interest income totaled $1.0 million for the three months ended March 31, 2001 and totaled $1.4 million for the three months ended March 31, 2000. The decrease in interest income is attributable to the usage of the cash proceeds we received from our first quarter 2000 follow-on public offering to increase the number of accounts in our portfolios and improve infrastructure.

Net Securitization Income and Income from Retained Interests in Credit Card Receivables Securitized

Retained Interests in Credit Card Receivables Securitized are calculated in accordance with the provisions of Statement No. 125 (See Recent Accounting Pronouncements for additional information concerning Statement No. 125). These retained interests are subsequently accounted for as trading securities and reported at estimated fair market value in accordance with Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("Statement No. 115"). See "Credit Card Securitizations."

Net securitization income is recognized at the time the receivables are securitized under Statement No. 125. The income is based on the estimated fair value of the I/O strip. Net securitization income for the three months ended March 31, 2001 was $266,000, compared to $1.8 million for the three months ended March 31, 2000. Net securitization income decreased due to the seasoning of the originated portfolio.

The I/O strip is estimated by discounting the expected future cash flows from the receivables that have been securitized at rates which we believe are consistent with those that would be used by an independent third party. Since quoted market prices are generally not available for the I/O strip, the fair value is based on the estimated present value of future cash flows using management's best estimates of finance charges and late fees, servicing fees, costs of funds paid to investors, payment rates, credit losses, and required amortization payments to investors. The weighted average key assumptions used as of the end of each period are presented below. Changes in any of these assumptions could impact the estimates of the fair value of the I/O strip as well as the realization of expected future cash flows:

	At March 31
	2001		2000
Payment rate (monthly)	9.0	%	8.2	%
Expected credit loss rate (annualized)	11.8		10.4
Residual cash flows discount rate	16.4		18.3

The changes in the weighted average assumptions from March 31, 2000 to March 31, 2001 are primarily due to the change in the mix of our originated and purchased receivables. The seasoning of the originated portfolio has caused the weighted average assumption for credit loss rate to increase as of March 31, 2001. The discount rates are based on management's estimates of returns that would be required by investors in an investment with similar terms and credit quality. Interest rates received on

the credit card receivables are estimated based on the stated annual percentage rates in the credit card agreements. Estimated default and payment rates are based on historical results, adjusted for expected changes based on our credit risk models. The returns to the investors in the securitizations are based on management's estimates of forward yield curves.

Other operating income, excluding securitization income and income from retained interests in credit card receivables securitized, consists of the following for the periods indicated:

		For the Three Months Ended March 31
		2001		2000
		(In thousands)
Servicing income		$	1,687	$	2,214
Other credit card fees			18,713		9,908
Interchange fees			5,361		4,093
Ancillary products			7,570		7,005

	Total other operating income	$	33,331	$	23,220

The increase in other operating income to $33.3 million for the three months ended March 31, 2001 from $23.2 million for the three months ended March 31, 2000 relates to the increase in our managed receivables, which increased from $1.026 billion at March 31, 2000 to $1.590 billion at March 31, 2001. The number of accounts increased from 1.4 million at March 31, 2000 to 2.3 million at March 31, 2001. Strong growth in new customers, an increase in the number of customers purchasing our fee-based products and an increase in credit card fees, such as annual, late, over-limit and cash advance fees resulted in the increase in other operating income.

A substantial portion of the servicing income relates to our purchased portfolios. Because the size of our purchased portfolios decreased, there was a corresponding decrease in servicing income. Interchange fees are the portion of the merchant fee assessed by Visa and Mastercard and passed on to us based on the purchase volume on our credit card receivables.

		For the Three Months Ended March 31
		2001		2000
		(In thousands)
Salaries and benefits		$	2,283	$	1,201
Credit card servicing			14,129		5,087
Marketing and solicitation			12,131		11,774
Professional fees			982		704
Data processing			2,617		1,155
Net occupancy			805		242
Ancillary product expense			3,967		1,862
Other			3,328		1,237

	Total other operating expense	$	40,242	$	23,262

Other operating expense for the three months ended March 31, 2001 increased to $40.2 million from $23.3 million for the three months ended March 31, 2000 due primarily to increases in credit card

servicing, salaries and benefits and data processing expenses. Servicing costs increased due to the increase in our managed receivables. Salaries and benefits, professional fees, data processing, net occupancy and other expenses increased as our operations expanded to service the increased number of accounts. Ancillary product expenses increased due to the additional sales of products and services, including insurance products and memberships, that took place during the three months ended March 31, 2001 as compared to the three months ended March 31, 2000.

Income tax expense for the three months ended March 31, 2001 was $3.4 million and for the three months ended March 31, 2000 was $11.5 million. Our effective tax rate was 35.0% for the three months ended March 31, 2001 and 32.5% for the three months ended March 31, 2000.

Our delinquency and net loan charge-off rates at any point in time reflect the credit performance of our receivables. The average age of our credit card accounts, the timing of portfolio purchases, the success of our collection and recovery efforts and general economic conditions affect our delinquency and charge-off rates. The average age of our credit card account portfolio affects the stability of delinquency and loss rates of the portfolio.

Our strategy for managing delinquency and loan losses consists of active account management throughout the customer relationship. This strategy includes credit line management and pricing based on the risk of the credit card accounts.

Delinquencies. Delinquencies have the potential to impact net income in the form of net credit losses. Delinquencies are also costly in terms of the personnel and resources dedicated to resolving them. A credit card account is contractually delinquent if the minimum payment is not received by the specified date on the customer's statement. It is our policy to continue to accrue interest and fee income on all credit card accounts, except in limited circumstances, until the account and all related loans, interest and other fees are charged off. See "—Net Charge-Offs."

The following table presents the delinquency trends of our credit card receivables portfolio on a managed loan portfolio basis:

The following table separately reports our loan delinquency trends for our originated portfolio and for our purchased portfolio on a managed loan portfolio basis:

In general, as the average age of an originated credit card receivables portfolio increases, delinquency rates can be expected first to increase, then peak and finally decrease and stabilize thereafter. From December 31, 1999 to December 31, 2000, our delinquency rates have increased primarily due to the significant growth in receivables that continue to season. For the quarter ended March 31, 2001 compared to the previous quarter, the delinquency rate decreased slightly which is consistent with management's expectation. We are using our account management strategies on our originated portfolio, which are intended to reduce the delinquency rates as our originated portfolio matures.

The purchased portfolio delinquency rate decreased during the March 31, 2001 quarter compared to the December 31, 2000 quarter primarily due to seasonality. We continue to aggressively manage account activity using behavioral scoring, credit file data and our proprietary risk evaluation models.

Net Charge-Offs. Net charge-offs include the principal amount of losses from customers unwilling or unable to pay their loan balance, as well as bankrupt and deceased customers, less current period recoveries. Net charge-offs exclude accrued finance charges and fees, which are charged against the related income at the time of charge-off. Losses from fraudulent activity in accounts are also excluded from net charge-offs and are included separately in other operating expenses. We generally charge off loans when the loan becomes contractually 180 days past due. However, bankrupt accounts and the accounts of deceased customers without a surviving, contractually liable individual or an estate large enough to pay the debt in full are charged off within 30 days of notification of the customer's bankruptcy or death.

Approximately $87.5 million of the discount on our portfolio purchases during 1998 related to the credit quality of the remaining loans in the portfolio and reflects the difference between the purchased face amount and the future cash collections management expects to receive with respect to the purchased face amount. For purposes of reporting pro forma charge-off ratios on managed loans below, this discount related to credit quality has been utilized to offset a portion of actual net charge-offs. The

following table presents our net charge-offs for the periods indicated on a managed loan portfolio basis:

As described above under delinquencies, as our portfolio matures, we expect charge-off rates to also increase and then stabilize. Our pro forma charge-off ratio has increased from March 31, 2000 to March 31, 2001, due to seasoning of our portfolio. Typically, as our accounts mature or season, there are very few charge-offs during the first 180 days, then the charge-offs are expected to increase and peak in the second year and then stabilize in the third year. From March 31, 1999 to March 31, 2000 over one million accounts were booked and these receivables are now going through the seasoning process, resulting in the increased charge-off rates. Another reason for the increased charge-off ratio in the first quarter of 2001 was a slower account balance growth, primarily attributable to revised growth plans and a general slowdown in consumer spending. We plan to continue to focus our resources on refining our credit underwriting standards for new accounts and to increase our focus on collection and post charge-off recovery efforts to minimize losses.

Credit Losses. For securitized receivables, anticipated credit losses are reflected in the calculations of net securitization income and the actual charge-offs are included in income from retained interests in credit card receivables securitized. In evaluating credit losses, we take into consideration several factors, including (1) historical charge-off and recovery activity by receivables portfolio, (2) recent and expected delinquency and collection trends by receivables portfolio, (3) the impact of current economic conditions and recent economic trends on the customers' ability to repay and (4) the risk characteristics of the portfolios. Substantially all of our credit card receivables have been securitized. As we have securitized our receivables we have removed them from our balance sheet.

Interest rate sensitivity is comprised of basis risk, gap risk and market risk. Basis risk is caused by the difference in the interest rate indices used to price assets and liabilities. Gap risk is caused by the difference in repricing intervals between assets and liabilities. Market risk is the risk of loss from adverse changes in market prices and rates. Our principal market risk is related to changes in interest rates. This affects us directly in our lending and borrowing activities, as well as indirectly as interest rates may impact the payment performance of our customers.

We incur basis risk because we fund managed assets at a spread over the commercial paper rate or LIBOR while the rates on the underlying assets are indexed to the prime rate. This basis risk results from the potential variability in the spread between the prime rate and the commercial paper rate, on the one hand, and LIBOR, on the other hand, over time. We have not hedged our basis risk due to the cost of hedging this risk versus the benefits from elimination of this risk.

We attempt to minimize the impact of market interest rate fluctuations on net interest income and net income by regularly evaluating the risk inherent in our asset and liability structure, especially our off-balance sheet assets and liabilities such as securitized receivables. The impact of market interest rate fluctuations on our securitized receivables is reflected in the valuation of our retained interests in credit card receivables securitized. This risk arises from continuous changes in our asset and liability

mix, changes in market interest rates, including changes affected by fluctuations in prevailing interest rates, payment trends on our interest-earning assets and payment requirements on our interest-bearing liabilities, and the general timing of all other cash flows. To manage our direct risk to market interest rates, management actively monitors market interest rates and the interest sensitive components of our securitization structures. Management seeks to minimize the impact of changes in interest rates on the fair value of assets, net income and cash flow primarily by matching asset and liability repricings. There can be no assurance that management will be successful in its attempt to manage such risks.

At March 31, 2001, all of our credit card receivables and other interest-bearing assets had variable rate pricing, with receivables carrying annual percentage rates at a spread over the prime rate, subject to certain interest rate floors. At March 31, 2001, our securitizations had $1.293 billion in variable rate, interest-bearing liabilities, payable to our investors compared to $832 million as of March 31, 2000. Since both our managed interest-earning assets and our managed interest-bearing liabilities reprice every 30 days, we believe that the impact of a change in interest rates would not be material to our financial performance.

We believe we are not exposed to any material foreign currency exchange rate risk or commodity price risk.

A primary financial goal is to maintain an adequate level of liquidity through active management of assets and liabilities. Because the characteristics of our assets and liabilities change, liquidity management is a dynamic process affected by the pricing and maturity of our assets and liabilities.

We finance our business through cashflows from operations, asset securitizations and the issuance of equity. During September 2000, we completed a floating rate three-year term securitization totaling approximately $600 million.

A significant source of liquidity for us has been the securitization of credit card receivables. We received proceeds of $132.0 million during the three months ended March 31, 2000 and $78.8 million during the three months ended March 31, 2001 from sales of our credit card receivables through securitizations. As of March 31, 2001, we had total securitization facilities of $1.810 billion and had used approximately $1.293 billion of these facilities. As of March 31, 2000, we had total securitization facilities of $1.068 billion and had used approximately $832 million of these facilities. We believe that securitizations will continue to be an important source of funding but can give no assurance that securitizations will provide sufficient funding.

The maturity terms of our securitizations vary with the exception of the three year securitization described above, most are one year securitizations. Once repayment begins, payments from customers on credit card receivables are accumulated for the special purpose entities' investors and are no longer reinvested in new credit card receivables. At that time, our funding requirements for new credit card receivables will increase accordingly. The occurrence of certain events may also cause the securitization transactions to amortize earlier than scheduled. In the case of our Master Trust, a decline in the portfolio's annual yield or a decline in the payment rate, in each case, below certain rates, or an increase in delinquencies above certain rates, will cause early amortization. The portfolio's annual yield typically includes finance charges and past due fees earned on the receivables, less servicing fees and credit losses. In the case of our other securitization programs, such events include an increase in the charge-off rates above a certain rate or a decline in the payment rates below a certain rate. These events would accelerate the need to utilize alternative funding sources. Under each of our securitization structures, there has not been an early amortization period.

In January 2000, we entered into an agreement providing for a one year, $25.0 million revolving credit facility under which we may request advances from time to time which will bear interest at

floating rates based on LIBOR. Advances under the facility will be secured by our assets other than credit card receivables and other assets relating to our securitization transactions. As of March 31, 2001, no advances were outstanding under this facility, however, $5 million is reserved for a letter of credit in favor of a third party servicer. This agreement was renewed in January 2001 for one year.

We believe that our asset securitizations, cash flow from operations, and equity issuance will provide adequate liquidity for meeting anticipated cash needs, although we cannot give assurance to that effect.

Effective January 1, 2001 we adopted Financial Accounting Standard No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("Statement No. 133"). This Statement established new accounting and reporting standards for derivative instruments and hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities on the balance sheet and measure those derivatives at fair value. The accounting for the gains or losses resulting from changes in the value of those derivatives will depend on the intended use of the derivative and whether it qualifies for hedge accounting. Statement No. 133, as amended by Statement No. 138, is required to be adopted for fiscal years beginning after June 15, 2000. The effect of adoption of this standard was immaterial.

Effective January 1, 2001 we adopted the Securities and Exchange Commission's Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements. This SAB explains how the SEC staff believes existing Revenue Recognition rules should be applied. In June 2000, the SEC issued SAB 101B, which delays the implementation date of SAB 101 until no later than the fourth fiscal quarter of fiscal years beginning after December 15, 1999. The effect of adoption of this standard was immaterial.

In September 2000, the FASB issued Financial Accounting Standard No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" ("Statement No. 140"), that replaces, in its entirety, Statement No. 125. Although Statement No. 140 has changed many of the rules regarding securitizations, it continues to require an entity to recognize the financial and servicing assets it controls and the liabilities it has incurred and to derecognize financial assets when control has been surrendered in accordance with the criteria provided in the Statement. As required, we will apply the new rules prospectively to transactions beginning in the second quarter of 2001. The effect of adoption of this standard will be immaterial.

This report includes "forward-looking statements." The words "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify such forward-looking statements; however, this report also contains other forward-looking statements that may not be so identified. Forward looking statements include our expectations with respect to delinquency rates, charge-off rates, our efforts to manage our portfolio and the information under "Liquidity, Funding and Capital Resources." Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond CompuCredit's control. Actual results may differ materially from those suggested by the forward-looking statements. Accordingly, there can be no assurance that such indicated results will be realized. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are (1) the effect of any disruption of our outsourcing relationship with Columbus Bank and Trust and its affiliates, including Total Systems Services, Inc., (2) our ability to evaluate the creditworthiness of our customers and price our credit products accordingly, (3) the effect of increases in interest rates on our cost of funds and the payment performance of our customers, (4) compliance with and changes in laws and regulations, including consumer protection laws, laws relating to the interest rates, charges or terms and conditions of our credit card accounts or other laws regulating the credit card, consumer loan or financial services

industry, (5) the impact of intense competition for credit card customers on CompuCredit's efforts to market our credit cards, (6) the ability of CompuCredit to continue to securitize receivables and to otherwise access the capital markets on acceptable terms to fund its operations and future growth, (7) the impact of unexpected economic changes and other factors on the performance of our credit card receivables and securitizations, and the factors set forth under the caption "Risk Factors" in the Company's Form 10-K for the year ended December 31, 2000 filed with the Securities and Exchange Commission. By making these forward-looking statements, CompuCredit Corporation expressly disclaims any obligation to update them in any manner except as may be required by its disclosure obligations in filings it makes with the Securities and Exchange Commission under Federal securities laws.

The information required under this item is provided under the caption "Interest Rate Sensitivity and Market Risk" under Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

In November 2000, CompuCredit and David Hanna, our Chief Executive Officer, were named defendants in a series of purported class action lawsuits filed in the Federal District Court for the Northern District of Georgia. These lawsuits arise from the decline in the market value of our common stock on October 25, 2000, and allege that prior to that date CompuCredit and Mr. Hanna made false and misleading statements in violation of Federal securities laws. On May 7, 2001, Brett Samsky, our Chief Financial Officer from our inception in 1996 until January 2001, was added as a defendant. In general, the lawsuits seek compensatory monetary damages and legal fees. We do not believe that these lawsuits have any merit and we intend to defend them vigorously. We do not believe that the lawsuits filed are reasonably likely to have a material adverse effect on CompuCredit's financial position or results of operations. In addition, we could become involved in litigation from time to time relating to claims arising out of the ordinary course of business.

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

	(Unaudited)
	March 31, 2001		December 31, 2000
	(Dollars in thousands)
Assets
Cash and cash equivalents	$	73,246	$	68,980
Retained interests in credit card receivables securitized		328,681		325,583
Accrued interest and fees		25,572		24,569

Net credit card receivables		354,253		350,152
Amounts due from securitization		11,900		11,735
Deferred costs, net		7,915		8,332
Software, furniture, fixtures and equipment, net		17,609		14,268
Prepaid expenses		608		5,540
Other assets		6,142		11,498

Total assets	$	471,673	$	470,505

Liabilities
Accrued expenses	$	17,025	$	21,531
Deferred revenue		5,082		9,217
Income tax liability		39,009		35,576

Total liabilities		61,116		66,324
Shareholders' equity
Common stock, no par value, 150,000,000 shares authorized, 46,514,639 issued and outstanding at March 31, 2001 and December 31, 2000		—		—
Additional paid-in capital		239,789		239,789
Retained earnings		170,768		164,392

Total shareholders' equity		410,557		404,181

Total liabilities and shareholders' equity	$	471,673	$	470,505

		Common Stock
		Common Stock			Additional Paid-In Capital		Retained Earnings		Total Shareholders' Equity
		Shares(1)	Amount		Additional Paid-In Capital		Retained Earnings		Total Shareholders' Equity
		(Dollars in thousands)
Balance at January 1, 2000		41,834,725	$	—	$	93,374	$	82,847	$	176,221
	Issuance of common stock	4,600,000		—		145,242		—		145,242
	Net income	—		—		—		23,991		23,991

Balance at March 31, 2000		46,434,725	$	—	$	238,616	$	106,838	$	345,454

Balance at January 1, 2001		46,514,639	$	—	$	239,789	$	164,392	$	404,181
	Net income	—		—		—		6,376		6,376

Balance at March 31, 2001		46,514,639	$	—	$	239,789	$	170,768	$	410,557

			For the Three Months Ended March 31,
			2001			2000
			(Dollars in thousands)
Operating activities
Net income			$	6,376		$	23,991
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation expense			1,685			765
	Amortization expense			1,662			994
	Securitization income			(266	)		(1,789	)
	Retained interests income adjustment, net			4,550			(2,110	)
	Changes in operating assets and liabilities:
		Restricted cash		—			10,000
		Accrued interest and fees		(1,003	)		(2,846	)
		Amounts due from securitization		(165	)		1,961
		Deferred costs		(1,719	)		(1,343	)
		Prepaid expenses		4,933			864
		Accrued expenses		(4,506	)		5,214
		Deferred revenue		(4,134	)		(1,651	)
		Income tax liability		3,433			5,538
		Other		5,356			(405	)

Net cash provided by operating activities				16,202			39,183
Investing activities
Net loans originated or purchased				(91,497	)		(163,086	)
Recoveries of loans previously charged off				5,794			1,282
Net proceeds from securitization of loans				75,510			127,335
Proceeds from retained interests in credit card receivables securitized				3,284			4,692
Purchases of and development of software, furniture, fixtures and equipment				(5,027	)		(2,778	)

Net cash used in investing activities				(11,936	)		(32,555	)
Financing activities
Net proceeds from issuance of common stock				—			145,242

Net cash provided by financing activities				—			145,242
Net increase in cash				4,266			151,870
Cash and cash equivalents at beginning of period				68,980			11,837

Cash and cash equivalents at end of period			$	73,246		$	163,707

		December 31, 1999				March 31, 2000				June 30, 2000				September 30, 2000				December 31, 2000				March 31, 2001
		Amount		% of Total		Amount		% of Total		Amount		% of Total		Amount		% of Total		Amount		% of Total		Amount		% of Total
Loans Delinquent:
	30 to 59 days	$	29,700	3.3	%	$	31,270	3.0	%	$	40,256	3.4	%	$	50,313	3.8	%	$	59,138	3.9	%	$	63,338	4.0	%
	60 to 89 days		20,573	2.3			23,995	2.4			28,028	2.4			37,324	2.8			47,118	3.1			42,953	2.7
	90 or more		37,061	4.1			46,554	4.5			57,552	4.9			78,753	6.0			98,568	6.4			107,253	6.7

Total 30 or more		$	87,334	9.7	%	$	101,819	9.9	%	$	125,836	10.7	%	$	166,390	12.6	%	$	204,824	13.4	%	$	213,543	13.4	%

Total 60 or more		$	57,634	6.4	%	$	70,549	6.9	%	$	85,580	7.3	%	$	116,077	8.8	%	$	145,686	9.5	%	$	150,206	9.4	%

		% of Total At the Quarter Ended
		Dec. 31, 1999		March 31, 2000		June 30, 2000		Sept. 30, 2000		Dec. 31, 2000		March 31, 2001
Originated Portfolio
Loans Delinquent:
	30 to 59 days	2.6	%	2.7	%	3.3	%	3.6	%	3.5	%	3.8	%
	60 to 89 days	1.8		2.1		2.3		2.7		3.0		2.6
	90 or more	3.0		4.0		4.8		6.0		6.4		6.7

Total 30 or more		7.4	%	8.8	%	10.4	%	12.3	%	12.9	%	13.1	%

Total 60 or more		4.8	%	6.1	%	7.1	%	8.7	%	9.4	%	9.3	%

Purchased Portfolio
Loans Delinquent:
	30 to 59 days	5.4	%	4.4	%	4.3	%	5.4	%	6.7	%	5.7	%
	60 to 89 days	3.7		3.4		2.8		3.6		4.1		3.5
	90 or more	7.1		6.4		5.5		5.7		7.1		7.4

Total 30 or more		16.2	%	14.2	%	12.6	%	14.7	%	17.9	%	16.6	%

Total 60 or more		10.8	%	9.8	%	8.3	%	9.3	%	11.2	%	10.9	%

		For the Three Months Ended March 31,
		2001			2000
		(In thousands, except per share)
Interest income		$	1,009		$	1,432
Other operating income:
	Securitization income, net		266			1,789
	Income from retained interests in credit card receivables securitized		15,445			32,349
	Servicing income		1,687			2,214
	Other credit card fees		18,713			9,908
	Interchange fees		5,361			4,093
	Ancillary products		7,570			7,005

Total other operating income			49,042			57,358
Other operating expense:
	Salaries and benefits		2,283			1,201
	Credit card servicing		14,129			5,087
	Marketing and solicitation		12,131			11,774
	Professional fees		982			704
	Data processing		2,617			1,155
	Net occupancy		805			242
	Ancillary product expense		3,967			1,862
	Other		3,328			1,237

Total other operating expense			40,242			23,262
Income before income taxes			9,809			35,528
Income tax expense			(3,433	)		(11,537	)

Net income		$	6,376		$	23,991

Net income attributable to common shareholders		$	6,376		$	23,991

Net income per common share — basic		$	0.14		$	0.54

Net income per common share — diluted		$	0.14		$	0.54

3.1		Amended and Restated Articles of Incorporation of CompuCredit Corporation (incorporated by reference to Exhibit 3.1 to CompuCredit's Registration Statement on Form S-1 (File No. 333-62327)), filed with the Commission on August 27, 1998.
3.1	(a)	Amendment to Amended and Restated Articles of Incorporation of CompuCredit Corporation (incorporated by reference to Exhibit 3.1(a) of CompuCredit's Form 10-Q for the quarter ended June 30, 2000), filed with the Commission on August 14, 2000.
3.2		Second Amended and Restated Bylaws of CompuCredit Corporation (incorporated by reference to Exhibit 3.2 to CompuCredit's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, filed with the Commission on November 14, 2000).
4.1		Form of certificate representing shares of the Registrant's common stock (incorporated by reference to Exhibit 4.1 to CompuCredit's Registration Statement on Form S-1 (File No. 333-69879)).

		COMPUCREDIT CORPORATION
May 15, 2001		By:		/s/ ASHLEY L. JOHNSON Ashley L. Johnson Chief Financial Officer (duly authorized officer and principal financial officer)