EX-99.1 2 ex991.htm PRO FORMA FOR SALE OF MEM ex991.htm
Exhibit 99.1

 
The following table shows on both a historical basis and pro forma basis our consolidated balance sheet as of December 31, 2010, giving effect to our sale of the MEM operations resulting in approximately $170.7 million in net proceeds and the subsequent use of approximately $105.0 million to purchase CompuCredit’s common stock pursuant to the tender offer described in the Schedule TO filed with the Securities and Exchange Commission on March 14, 2011.

The following unaudited pro forma consolidated balance sheet is presented for illustrative purposes only and is not necessarily indicative of the financial position that would have been achieved had the disposition and the tender offer been consummated as of the dates indicated or of the results that may be obtained in the future.  The unaudited pro forma consolidated balance sheet should be read together with CompuCredit’s audited consolidated financial statements and accompanying notes, as of and for the fiscal year ended December 31, 2010, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in CompuCredit’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.



CompuCredit Holdings Corporation and Subsidiaries
Consolidated Pro Forma Balance Sheet
As of December 31, 2010
(Dollars in thousands)
 
   
Historical
   
Pro Forma Adjustments
   
Pro Forma
 
Assets
       
(unaudited)
   
(unaudited)
 
Cash and cash equivalents (including restricted cash of $36,023 at December 31, 2010)
  $ 104,954     $ 65,703 (a)   $ 170,657  
Loans and fees receivable:
                       
Loans and fees receivable, net (of $4,591 in deferred revenue and $9,282 in allowances for uncollectible loans and fees receivable at December 31, 2010)
    50,805             50,805  
Loans and fees receivable pledged as collateral under structured financings, net (of $15,912 in deferred revenue and $28,340 in allowances for uncollectible loans and fees receivable at December 31, 2010)
    118,801             118,801  
Loans and fees receivable, at fair value
    12,437             12,437  
Loans and fees receivable pledged as collateral under structured financings, at fair value
    373,155             373,155  
Investments in previously charged-off receivables
    29,889             29,889  
Investments in securities
    64,317             64,317  
Deferred costs, net
    3,151             3,151  
Property at cost, net of depreciation
    15,893             15,893  
Investments in equity-method investees
    8,279             8,279  
Intangibles, net
    2,378             2,378  
Prepaid expenses and other assets
    16,591             16,591  
Assets held for sale
    80,259       (80,259 )      
Total assets
  $ 880,909     $ (14,556 )   $ 866,353  
Liabilities
                       
Accounts payable and accrued expenses
  $ 50,861     $     $ 50,861  
Notes payable associated with structured financings, at face value
    96,905             96,905  
Notes payable associated with structured financings, at fair value
    370,544             370,544  
Convertible senior notes
    229,844             229,844  
Deferred revenue 
    1,413             1,413  
Income tax liability
    60,411             60,411  
Liabilities related to assets held for sale
    9,114       (9,114 )      
Total liabilities
    819,092       (9,114 )     809,978  
                         
Commitments and contingencies
                       
                         
Equity
                       
Common stock, no par value, 150,000,000 shares authorized: 46,217,050 shares issued and 37,997,708 shares outstanding at December 31, 2010 (including 2,252,388 loaned shares to be returned)
                 
Additional paid-in capital
    408,751             408,751  
Treasury stock, at cost, 8,219,342 shares at December 31, 2010
    (208,696 )     (105,000 )     (313,696 )
Accumulated other comprehensive loss
    (5,608 )     5,608 (b)      
Retained deficit
    (151,609 )     103,677 (c)     (47,932 )
Total shareholders’ equity
    42,838       4,285       47,123  
Noncontrolling interests
    18,979       (9,727 )     9,252  
Total equity
    61,817       (5,442 )     56,375  
Total liabilities and equity
  $ 880,909     $ (14,556 )   $ 866,353  
 
 
(a)  
Represents net proceeds from the MEM sale of $170.7 million less $105.0 million to purchase CompuCredit’s common stock.
 
(b)  
Represents the recognition of accumulated translation adjustments associated with our MEM operations.
 
(c)  
Represents pro forma net gain associated with the sale of our MEM operations, which will be recorded during CompuCredit's quarter ending June 30, 2011, subject to adjustment for MEM's 2011 operations impact and any necessary working capital adjustments.