8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________________________________________________________________

FORM 8-K/A

__________________________________________________________________________

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 13, 2022

________________________________________________________________________

CURO GROUP HOLDINGS CORP.

(Exact Name of Registrant as Specified in Its Charter)

________________________________________________________________________

Delaware	001-38315	90-0934597
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3615 North Ridge Road, Wichita, Kansas		67205
(Address of Principal Executive Offices)		(Zip Code)

(316) 772-3801

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

________________________________________________________________________

Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock	CURO	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2of the Securities Exchange Act of 1934(§240.12b-2of this chapter).

    Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events

On July 14, 2022, CURO Group Holdings Corp. (the "Company") filed a Current Report on Form 8-K (the "Initial 8-K") with the Securities and Exchange Commission (the "SEC") to report the completion of its acquisition of First Heritage Credit, LLC ("First Heritage"), a Mississippi limited liability company, on July 13, 2022.

In the Initial 8-K, the Company stated its intention to file the historical financial statements of First Heritage and the pro forma financial information required by parts (a) and (b) of Item 9.01 of Form 8-K not later than 71 calendar days after the date that the Initial 8-K was required to be filed with the SEC. Pursuant to the instructions to Item 9.01 of Form 8-K, this Form 8-K/A amends the Initial 8-K to provide the required financial information.

ITEM 9.01 Financial Statements and Exhibits

(a). Financial Statements of Business Acquired

The audited consolidated financial statements of First Heritage Credit, LLC and subsidiaries as of and for the years ended December 31, 2021 and 2020, together with the related notes to the consolidated financial statements, are included as Exhibit 99.1 to this Current Report and are incorporated by reference herein.

(b). Pro Forma Financial Information

The unaudited pro forma combined statement of operations for the 12 month period ended December 31, 2021 and unaudited pro forma financial information as of and for the six month period ended June 30, 2022, together with the unaudited notes to the financial statements, are included as Exhibit 99.2 to this Current Report and are incorporated by reference herein. The unaudited pro forma statement of operations and unaudited pro forma financial information gives effect to the acquisition and related transactions.

(d). Exhibits

Exhibit Number	Description
23.1	Consent of GranthamPoole, LLC
99.1	Audited Consolidated Financial Statements of First Heritage Credit, LLC as of and for the years ended December 31, 2021 and 2020, together with the related notes to the consolidated financial statements
99.2	Unaudited pro forma condensed consolidated financial information
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 27th day of September, 2022.

                        CURO Group Holdings Corp.

                        By: /s/ Roger Dean______

                        Roger Dean

                        Executive Vice President and Chief Financial Officer

EX-23.1

GranthamPoole PLLC 1062 Highland Colony Pkwy, Suite 201, Ridgeland, MS 39157 P 601.499.2400 granthampoole.com 1200 Jefferson Avenue, Suite 206, Oxford, MS 38655 P 662.234.8130 CONSENT OF INDEPENDENT AUDITORS  We  hereby  consent  to  the  inclusion  of  our  auditors’  report,  dated  April  21,  2022,  on  the  consolidated  financial  statements of  First Heritage  Credit,  LLC  as of  and  for  the  years  ended  December 31, 2021 and 2020 as Exhibit 99.1 in the Current Report on Form 8‐K of CURO Group  Holdings  Corp.    We  also  consent  to  the  application  of  our  report  to  financial  statements  referenced in our report and included with such exhibit.  Ridgeland, Mississippi  September 26, 2022 

EX-99.1

FIRST HERITAGE CREDIT, LLC AND SUBSIDIARIES Consolidated Audited Financial Statements December 31, 2021 and 2020

Table of Contents Page Independent Auditors’ Report 1 - 2 Financial Statements: Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Members’ Equity 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7 - 14

GranthamPoole PLLC 1062 Highland Colony Pkwy, Suite 201, Ridgeland, MS 39157 P 601.499.2400 granthampoole.com 1200 Jefferson Avenue, Suite 206, Oxford, MS 38655 P 662.234.8130 INDEPENDENT AUDITORS’ REPORT The Members First Heritage Credit, LLC Opinion We have audited the accompanying consolidated financial statements of First Heritage Credit, LLC (a Mississippi Limited Liability Company), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the related statements of operations, members’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Heritage Credit, LLC, as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of First Heritage Credit, LLC, and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about First Heritage Credit, LLC’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued. Auditors’ Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute 1

The Members First Heritage Credit, LLC 2 assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements, including omissions, are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements. In performing an audit in accordance with generally accepted auditing standards, we:  Exercise professional judgment and maintain professional skepticism throughout the audit.  Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of First Heritage Credit, LLC’s internal control. Accordingly, no such opinion is expressed.  Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.  Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about First Heritage Credit, LLC’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit. Ridgeland, MS April 21, 2022

2021 2020 Cash and Cash Equivalents 11,675,045$ 11,226,742$ Finance Receivables, Net 215,792,512 189,157,556 Prepaid Expenses 818,287 1,208,815 Other Assets 660,244 658,744 Property and Equipment, Net 694,780 855,343 Total Assets 229,640,868$ 203,107,200$ Liabilities: Senior Revolving Debt 146,395,870$ 128,295,695$ Subordinated Debt 21,280,225 22,160,256 Less Debt Issuance Costs, Net (448,031) (2,330,059) Net Debt 167,228,064 148,125,892 Accounts Payable 5,070,561 4,932,864 Deferred Insurance Commission 2,660,405 2,273,462 Total Liabilities 174,959,030 155,332,218 Members’ Equity 54,681,838 47,774,982 Total Liabilities and Members’ Equity 229,640,868$ 203,107,200$ FIRST HERITAGE CREDIT, LLC AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2021 and 2020 ASSETS LIABILITIES AND MEMBERS’ EQUITY See accompanying notes to consolidated financial statements. 3

2021 2020 Revenue: Interest Income Interest and Fee Income 80,942,421$ 75,677,120$ Money Cost (11,796,376) (12,741,245) Net Margin 69,146,045 62,935,875 Real Estate Mortgage Income 6,286 21,475 Other Income 1,852,442 877,288 Insurance Commissions 13,635,541 12,160,286 Net Revenue 84,640,314 75,994,924 Expenses: Salaries and Benefits 30,693,257 28,792,861 Other Operating Expenses 21,807,765 18,056,524 Depreciation 467,853 587,040 Provision for Credit Losses 13,181,437 17,717,564 Total Expenses 66,150,312 65,153,989 Net Earnings 18,490,002$ 10,840,935$ FIRST HERITAGE CREDIT, LLC AND SUBSIDIARIES Consolidated Statements of Operations Years Ended December 31, 2021 and 2020 See accompanying notes to consolidated financial statements. 4

2021 2020 Members’ Equity at Beginning of Year 47,774,982$ 43,623,068$ Member Distributions (11,583,146) (6,689,021) Net Earnings 18,490,002 10,840,935 Members’ Equity at End of Year 54,681,838$ 47,774,982$ FIRST HERITAGE CREDIT, LLC AND SUBSIDIARIES Consolidated Statements of Members’ Equity Years Ended December 31, 2021 and 2020 See accompanying notes to consolidated financial statements. 5

2021 2020 Cash Flows From Operating Activities: Net Earnings 18,490,002$ 10,840,935$ Adjustments To Reconcile Net Earnings To Net Cash Used In Operating Activities: Depreciation 467,853 587,040 Amortization of Debt Issuance Costs 1,882,028 2,403,627 Changes in Operating Assets and Liabilities: Increase in Net Finance Receivables (26,634,956) (9,108,232) Increase (Decrease) in Prepaid Expenses 390,528 (462,300) Increase in Other Assets (1,500) (100,041) Increase (Decrease) in Accounts Payable and Accrued Expenses 137,697 1,276,436 Increase in Deferred insurance Commission 386,943 379,047 Total Adjustments (23,371,407) (5,024,423) Net Cash Provided By (Used In) Operating Activities (4,881,405) 5,816,512 Cash Flows From Investing Activities: Property and Equipment Purchased (307,290) (197,984) Net Cash Used In Investing Activities (307,290) (197,984) Cash Flows From Financing Activities: Redemptions of Subordinated Debt (880,031) (748,583) Net Proceeds from Senior Revolving Debt 18,100,175 873,398 Proceeds from Long-Term Debt - 4,700,015 Payment of Long-Term Debt - (4,700,015) Member Distributions (11,583,146) (6,689,021) Net Cash Provided By (Used In) Financing Activities 5,636,998 (6,564,206) Net Increase (Decrease) in Cash and Cash Equivalents 448,303 (945,678) Cash and Cash Equivalents at Beginning of Year 11,226,742 12,172,420 Cash and Cash Equivalents at End of Year 11,675,045$ 11,226,742$ Supplemental Disclosures of Cash Flow Information: Cash Paid During The Year for Interest 9,861,371$ 10,538,185$ FIRST HERITAGE CREDIT, LLC AND SUBSIDIARIES Consolidated Statements of Cash Flows Years Ended December 31, 2021 and 2020 See accompanying notes to consolidated financial statements. 6

FIRST HERITAGE CREDIT, LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021 and 2020 7 NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Corporate Structure First Heritage Credit, LLC (“First Heritage” or “the Company”) and its wholly-owned subsidiaries, were formed in 2000 to do business in the states of Mississippi, Louisiana, and Tennessee. Subsequently, the Company has expanded into Alabama, South Carolina, and Georgia. First Heritage, a Mississippi limited liability company, is a consumer finance company that provides consumer loans to borrowers, some of whom have impaired credit. First Heritage also serves as an independent sales agent for a wide variety of property and casualty, health and life insurance companies. The business purpose of First Heritage is to engage in personal loans and real estate loans with customers whose loans are secured by personal property and real estate. As of December 31, 2019, First Heritage had a total of 106 consumer finance branch offices in Mississippi (40 branches), Louisiana (23 branches), Tennessee (20 branches), South Carolina (13 branches), and Alabama (10 branches). There is also a sales center and administrative office in Mississippi and one administrative service office in Georgia. (b) Basis of Consolidation The Consolidated Financial Statements include the accounts of First Heritage Credit, LLC and its wholly-owned subsidiaries: First Heritage Credit of Alabama, LLC, First Heritage Credit of Louisiana, LLC, First Heritage Credit of Mississippi, LLC, First Heritage Credit of South Carolina, LLC, and First Heritage Credit of Tennessee, LLC. All significant intercompany accounts and transactions have been eliminated. (c) Income Recognition Interest income from finance receivables is recognized using the interest (actuarial) method. Accrual of interest income on finance receivables is suspended when a loan is contractually delinquent for sixty days or more. The accrual is resumed when the loan becomes contractually current, and past due interest income is recognized at that time. Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield of the related loan. (d) Credit Losses The provision for credit losses is calculated based on changes in the present value of expected future cash flows from the underlying loans, as discounted at the loan’s effective interest rate. A provision for losses is charged to earnings in an amount to maintain sufficient reserves. Setting these reserves requires management to make significant assumptions and estimates about the future development of credit losses. Accordingly, actual results could vary from these estimates and the differences could be material. The First Heritage charge-off policy is based on an account-by-account review of delinquent receivables. Losses on finance receivables secured by automobiles are recognized at the time the collateral is repossessed and sold. Other finance receivables

FIRST HERITAGE CREDIT, LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021 and 2020 8 NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (d) Credit Losses (Continued) are charged off when they become contractually past due 181 days and six months of nonpayment, unless extenuating circumstances exist leading management to believe such finance receivables will be collectible. Finance receivables may be charged off prior to the normal charge-off period if management deems them to be uncollectible. (e) Income Taxes First Heritage was formed as a limited liability company and, as such, its earnings and losses and the earnings and losses of its subsidiaries will flow directly to its members for income tax purposes. Thus, First Heritage does not record any current or deferred income taxes. Accounting standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, and disclosure. The Company has evaluated its uncertain tax positions and related income tax contingencies and feels they are not material to the consolidated financial statements. Penalties and interest assessed by income taxing authorities are included in operating expenses, if incurred. Returns are generally subject to examination for three years after they are filed. As of December 31, 2021, the Company’s income tax returns for tax years 2020, 2019 and 2018 are subject to examination at the discretion of taxing authorities. (f) Depreciation Depreciation of equipment is provided on the straight-line method using lives of three to seven years. Maintenance and repairs are charged to expense as incurred and renewals and betterments are capitalized. The cost and accumulated depreciation of equipment retired or otherwise disposed of are removed from the accounts and the resulting gains or losses are reflected in earnings. (g) Cash Equivalents For purposes of the statement of cash flows, First Heritage considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. (h) Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

FIRST HERITAGE CREDIT, LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021 and 2020 9 NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (i) Concentrations of Credit Risk First Heritage’s senior revolving debt is held by one lender. The loss of this lender could have a material, adverse effect on First Heritage’s financial position and operations, depending on the availability and terms of replacement credit. (j) Debt Issuance Costs The Company incurred debt issuance costs pursuant to a financing agreement in 2014 and then additional costs pursuant to a financing agreement in 2019. The costs related to the 2014 finance agreement are $4,651,246 and are being amortized based on the effective interest method over the seven- year life of the securities. The costs related to the 2019 finance agreement are $5,620,287 and are being amortized based on the effective interest method over the three–year life of the securities. Amortization expense for the years ended December 31, 2021 and 2020 was $1,882,028 and $2,403,627, respectively. (k) Subsequent Events Management has evaluated subsequent events through April 21, 2022 the date the original consolidated financial statements were available to be issued. NOTE 2 FINANCE RECEIVABLES Finance receivables and their maximum terms as of December 31, 2021 and 2020, consisted of the following: Delinquent Accounts Aging 5 Year Amortization Expense 2022 448,031$ Maximum Term in Months 2021 2020 Gross Finance Receivables: Retail Installment Notes 48 12,039,936$ 12,690,209$ Secured by Personal Property 36 283,799,579 247,647,322 Secured by Real Estate 120 888 155,902 Total Finance Receivables 295,840,403 260,493,433 Unearned Finance Charges (65,770,285) (56,259,699) Reserve for Credit Losses (14,277,606) (15,076,178) Finance Receivables, Net 215,792,512$ 189,157,556$ (62,323,689) Description Under 30 31-60 61-90 91-120 121-180 Days Days Days Days Days Totals Balance 5,350,135$ 3,839,701$ 3,532,650$ 6,067,647$ 1,386,367$ 20,176,500$ Percent 26.5% 19.0% 17.5% 30.1% 6.9% 100.0%

FIRST HERITAGE CREDIT, LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021 and 2020 10 NOTE 2 FINANCE RECEIVABLES (CONTINUED) Delinquent Accounts Aging (Continued) Investment in accounts on non-accrual $ 10,986,664 Recorded investment in accounts past due ninety days and still accruing $ -. All loans go on non-accrual status at 61 days past due without exception. Reserve for Credit Losses NOTE 3 PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2021 and 2020, consists of the following: Depreciation expense for the years ended December 31, 2021 and 2020 was $467,853 and $587,040, respectively. 15,076,178$ Gross Provision for Credit Losses 21,192,525 Recoveries on Credit Losses (3,474,961) Net Provision for Credit Losses 17,717,564 Finance Receivables Written-Off (17,717,564) 15,076,178 Gross Provision for Credit Losses 17,093,944 Recoveries on Credit Losses (3,912,507) Net Provision for Credit Losses 13,181,437 Finance Receivables Written-Off (13,980,009) 14,277,606$ January 1, 2020 December 31, 2020 December 31, 2021 ` Depreciable Lives 2021 2020 Leasehold Improvements 3 - 5 years 2,410,505$ 2,324,193$ Furniture and Equipment 7 years 3,919,484 3,803,367 Loan Processing System 5 years 3,079,824 2,974,963 Total Property and Equipment 9,409,813 9,102,523 Less Accumulated Depreciation (8,715,033) (8,247,180) Property and Equipment, Net 694,780$ 855,343$ Description

FIRST HERITAGE CREDIT, LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021 and 2020 11 NOTE 4 DEBT Debt as of December 31, 2021 and 2020 consisted of the following amounts: * The subordinated debt’s maturity date was extended from April 4, 2021 to October 2, 2022 and replacement notes were issued pursuant to the original agreement. Interest expense for the years ended December 31, 2021 and 2020 was $9,914,348 and $10,337,619, respectively. Included in interest expense is amortization of debt issue costs of $1,882,028 and $2,403,626 for the years ended December 31, 2021 and 2020, respectively. 2021 2020 Revolving Debt Senior $200,000,000 revolving bank note was amended in March 2022, maturing August 31, 2022; floating interest rate at an annual rate of 30 day, reserve-adjusted LIBOR, plus a marginal rate not to exceed an additional 5.5%; secured by finance receivables. 146,395,870$ 128,295,695$ Subordinated Debt Subordinated note was issued on April 4, 2014 * bearing interest at 14% payable quarterly on the last day of each quarter. The note matures on April 4, 2021 and the principal along with any unpaid interest is due. The note was issued pursuant to a Securities Purchase Agreement. 15,834,037 16,540,965 Subordinated note was issued on April 4, 2014 * bearing interest at 14% payable quarterly on the last day of each quarter. The note matures on April 4, 2021 and the principal along with any unpaid interest is due. The note was issued pursuant to a Securities Purchase Agreement. 802,222 838,038 Subordinated note was issued on April 4, 2014* bearing interest at 14% payable quarterly on the last day of each quarter. The note matures on April 4, 2021 and the principal along with any unpaid interest is due. The note was issued pursuant to a Securities Purchase Agreement. 835,129 872,414 Subordinated debentures maturing July 1, 2022 and bearing interest at 12% payable quarterly and principal payable at maturity. 3,644,624 3,510,610 Subordinated debentures maturing between January 2022 and May 2022 bearing interest at 12% payable monthly or quarterly with principal due at maturity. 164,213 398,229 Subordinated Debt 21,280,225 22,160,256 Gross Debt 167,676,095 150,455,951 Debt Issuance Costs, Net (448,031) (2,330,059) Total Debt 167,228,064$ 148,125,892$

FIRST HERITAGE CREDIT, LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021 and 2020 12 NOTE 4 DEBT (CONTINUED) No interest was capitalized in either year. Debt maturities for years ended December 31 are as follows: NOTE 5 OPERATING LEASES Operations are conducted from leased offices under non-cancelable lease agreements which are generally renewable at the option of First Heritage. In addition, certain computer and office equipment have been leased. Other operating expenses for 2021 and 2020 include lease expenses totaling $2,743,174 and $2,664,359, respectively. Minimum future lease payments are scheduled as follows: NOTE 6 RELATED PARTY TRANSACTIONS Included in the subordinated debt are various debentures payable to related parties. The related parties include officers, directors, members, employees, and entities with common ownership. As of December 31, 2021 and 2020, the debentures held by related parties totaled $3,544,625 each year. Interest expense on these debentures for each of the years ended December 31, 2021 and 2020 was $425,379. First Heritage leases office space from a partnership which is owned by one of its members. Annual rent paid during 2021 and 2020 was $142,359 and $136,116, respectively. NOTE 7 MEMBERSHIP CLASSIFICATIONS First Heritage has two membership classifications, Class A and Class B. Class A members are allocated a Priority Return equal to five and a half percent (5.5%) per annum of each Class A members’ Priority Capital (as defined in the LLC Agreement). No income may be allocated to Class B members until the Class A members’ Priority Return has been fully allocated. After such time, Class B members are allocated income in accordance with their Class B ownership percentage. Class A interests may be redeemed in part or in full at the discretion of the board of directors. Members’ equity by class at December 31 is as follows: Year Amount 2022 167,676,095$ Year Amount 2022 2,445,672$ 2023 1,316,095 2024 661,124 2025 324,238 2026 116,795 2021 2020 Class A Members' Equity 44,484,250$ 45,908,730$ Class B Members' Equity 10,197,588 1,866,252 54,681,838$ 47,774,982$

FIRST HERITAGE CREDIT, LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021 and 2020 13 NOTE 8 CASH CONCENTRATION At December 31, 2021 and 2020, First Heritage had deposits in financial institutions exceeding the federally-insured limit by $11,085,590 and $11,360,404, respectively. First Heritage mitigates this risk by using only high-quality financial institutions. NOTE 9 RETIREMENT PLAN The Company sponsors a 401(k) plan (the Plan) for its employees. Full time and part time employees who have attained age 21 and have 1,000 or more hours of service per year are eligible for participation in the Plan after one year of service. Participants may defer up to the maximum allowed subject to regulatory limitations. The Company matches each participant’s deferral one hundred percent (100%) not to exceed three percent (3%) of each participant’s compensation and fifty percent (50%) of the next two percent (2%) of each participant’s compensation to the extent the aggregate contribution does not exceed five percent (5%) of each participant’s compensation. Total matching expenses paid by the Company to the Plan were $270,948 in 2021 and $266,222 in 2020. NOTE 10 SECURITIES PURCHASE AGREEMENT In April 2014, the Company and its subsidiaries entered a securities Purchase Agreement (the “Agreement”) with Prudential Capital Partners IV, L.P. and certain affiliated entities (collectively, “Prudential”). Under the Agreement, Prudential purchased $19 million in subordinated debentures due April 4, 2021 bearing interest at 14.0%, which was amended and restated in April 2019 with a new due date of October 2, 2022. In the original purchase agreement, Prudential purchased $45 million of Class A Preferred membership interests in the Company. As part of the Agreement, Prudential received 5,883.33 warrants to purchase Class B member interests in the Company. Such warrants represent 25% of the fully-diluted Class B membership shares at December 31, 2021. NOTE 11 NEW ACCOUNTNG STANDARDS In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 82)”. ASU 2016-02 increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the statement of financial position and disclosing key information about leasing arrangements. Under the standard, leased assets will be recorded as a right-of- use assets and liabilities will be recorded for the future lease payments. The Company is required to adopt ASU 2016-02 in 2022 using a modified retrospective approach. Early adoption is permitted. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on their consolidated financial statements nor has the method of adoption been determined by management of the Company. In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses (Topic 326)”. ASU 2016-13 increases transparency and comparability among organizations by replacing the incurred loss impairment methodology with estimates of expected credit losses based on a broad range of reasonable and supportable information. The Company is required to adopt ASU 2016-13 for the year ended December 31, 2023. Early adoption is permitted. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on their consolidated financial statements nor has the method of adoption been determined by management of the Company.

FIRST HERITAGE CREDIT, LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021 and 2020 14 NOTE 12 UNCERTAINTIES On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on the Company’s customers, employees and vendors all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact the Company’s financial condition or results of operations are uncertain.

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

On July 14, 2022, CURO Group Holdings Corp. (the “Company” or “CURO”) filed a Current Report on Form 8-K with the Securities and Exchange Commission to report the completion of its acquisition of First Heritage Credit, LLC (“First Heritage”), a Mississippi limited liability company, pursuant to the merger agreement dated May 18, 2022 (“Merger Agreement”). Pursuant to the Merger Agreement, Sugarcane Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”) merged with and into First Heritage (the “Merger”), with First Heritage surviving the Merger as a wholly-owned subsidiary of the Company for a purchase price of $140 million in cash, subject to certain customary working capital and other adjustments in accordance with the terms of the Merger Agreement.

The accompanying unaudited pro forma combined financial information should be read together with:

•The accompanying notes to the unaudited pro forma combined financial information;

•The Company’s historical consolidated financial statements and the accompanying notes included in the Quarterly Report on Form 10-Q for the three and six months ended June 30, 2022 filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2022;

•The Company’s audited historical consolidated financial statements and the accompanying notes included in the Annual Report on Form 10-K as of and for the year ended December 31, 2021 filed with the SEC on March 7, 2022;

•The Company’s unaudited pro forma combined statement of operations of the Company for the year ended December 31, 2021 and accompanying notes included as Exhibit 99.2 on Form 8-K filed March 7, 2022, which relates to the acquisition of SouthernCo, Inc., a Delaware corporate d/b/a Heights Finance (“Heights”);

•First Heritage’s audited historical consolidated financial statements and accompanying notes as of and for the years ended December 31, 2021 and 2020 included as Exhibit 99.1 in this Current Report on Form 8-K; and

•The Company’s unaudited pro forma consolidated financial information and accompanying notes included as Exhibit 99.3 on Form 8-K filed July 14, 2022, which relates to the divestiture of certain subsidiaries related to the Company’s Speedy Cash, Rapid Cash and Avio Credit businesses (“Divestiture”).

The preparation of the unaudited pro forma combined statement of operations for the year ended December 31, 2021 and unaudited pro forma financial information as of and for the six month period ended June 30, 2022 and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined financial information is based upon available information and certain assumptions that the Company and management believes are reasonable under the circumstances. The accompanying unaudited pro forma combined statements of operations for the six month period ended June 30, 2022 and the year ended December 31, 2021 have been prepared giving effect to the Merger as if the Merger had occurred on January 1, 2021. The accompanying unaudited pro forma combined balance sheet as of June 30, 2022 has been prepared giving effect to the Merger as if the Merger occurred on June 30, 2022.

The unaudited pro forma combined financial statements are prepared in accordance with Article 11 of Regulation S-X. The pro forma adjustments are described in the accompanying notes and are based upon and derived from information and assumptions available at the time of the filing of the Current Report on Form 8-K to which these unaudited pro forma combined financial statements are attached.

The unaudited pro forma combined statement of operations for the year ended December 31, 2021 also reflects a separate transaction for the completed acquisition of Heights, on December 27, 2021 (“Heights Acquisition”) that required separate financial statements under Rule 3-05 of Regulation S-X and was previously reported on Form 8-K on March 7, 2022. The accompanying unaudited pro forma combined statements of operations for the year ended December 31, 2021 has been prepared giving effect to the Heights Acquisition as if the Height’s Acquisition had occurred on January 1, 2021.

The unaudited pro forma combined statement of operations for the year ended of December 31, 2021 and unaudited pro forma financial information as of and for the six month period ended June 30, 2022 also reflects a separate transaction for the completed Divestiture on July 14, that required separate financial statements under Rule 3-05 of Regulation S-X and was previously reported on Form 8-K on July 14, 2022. The accompanying unaudited pro forma combined statements of operations for the year ended December 31, 2021 and the unaudited pro forma financial information as of and for the six month period ended June 30, 2022 has been prepared giving effect to the Divestiture as if the Divestiture had occurred on January 1, 2021. The following unaudited pro forma combined balance sheet have been prepared giving effect to the Divestiture as if the Divestiture occurred on June 30, 2022.

The historical consolidated statement of operations, for the year ended December 31, 2021, of Heights has been adjusted by Company management to reflect certain reclassifications to conform with current financial statement presentation. The historical consolidated statement of operations, for the year ended December 31, 2021 and historical financial information as of and for the six month period ending June 30, 2022, of First Heritage have been adjusted by Company management to reflect certain reclassifications to conform with current financial statement presentation.

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The unaudited pro forma financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations of the Company would have been had the Merger, Heights Acquisition and the Divestiture occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations.

The unaudited pro forma combined statement of operations does not reflect the costs of any integration activities or benefits that may result from realization of future cost savings from operating efficiencies or revenue synergies expected to result from the Merger or Heights Acquisition. The pro forma adjustments may differ materially from this provisional determination as the Company completes the analysis of the fair value of assets acquired and liabilities assumed at the date of the Merger. The unaudited pro forma combined statement of operations does not reflect the costs of any disintegration activities or benefits that may result from realization of future cost savings from the Divestiture.

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF June 30, 2022

(in thousands)

	CURO Group Holdings Corp. Historical		Transaction Accounting Adjustments for the Divestiture (Note 4a)			Historical First Heritage, As Reclassified (Note 5)		Transaction Accounting Adjustments for the First Heritage Acquisition (Note 6a)			CURO Group Holdings Corp. and First Heritage Pro Forma Combined
ASSETS
Cash and cash equivalents	$	37,394	$	253,697	Note 4b	$	30,371	$	(164,815)	Note 6b	$	156,647
Restricted cash	97,465		—			—		1,933		Note 6b	99,398
Gross loans receivable	1,592,815		—			234,835		(21,253)			1,806,397
Less: Allowance for loan losses	(90,286)		—			(14,278)		14,278			(90,286)
Loans receivable, net	1,502,529		—			220,557		(6,975)			1,716,111
Income taxes receivable	46,450		—			—		—			46,450
Prepaid expenses and other	25,370		35,000		Note 4b	1,191		—			61,561
Property and equipment, net	38,752		—			589		—			39,341
Investments in Katapult	28,157		—			—		—			28,157
Right of use asset - operating leases	64,602		—			—		4,200			68,802
Deferred tax assets	23,993		—			—		—			23,993
Goodwill	352,990		—			—		90,963			443,953
Intangibles, net	113,130		—			3		(3)			113,130
Other assets	8,558		—			228		—			8,786
Assets held for sale	338,779		(338,779)			—		—			—
Total Assets	$	2,678,169	(50,082)			252,939		(74,697)			$	2,806,329
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable and accrued liabilities	$	81,423	$	—		$	3,650	$	—		$	85,073
Deferred revenue	23,425		—			—		—			23,425
Lease liability - operating leases	67,339		—			—		4,200			71,539
Contingent consideration related to acquisition	30,354		—			—		—			30,354
Income taxes payable	4		—			—		—			4
Accrued interest	34,970		—			805		(805)		Note 6b	34,970
Debt	2,189,431		—			192,750		(22,358)		Note 6b	2,359,823
Other long-term liabilities	12,146		—			—		—			12,146
Deferred tax liabilities	12,360		—			—		—			12,360
Liabilities held for sale	111,137		(111,137)			—		—			—
Total Liabilities	2,562,589		(111,137)			197,205		(18,963)			2,629,694
Commitments and contingencies
Stockholders' Equity
Preferred stock	—		—			—		—			—
Common stock	23		—			—		—			23
Treasury stock	(136,832)		—			—		—			(136,832)
Paid-in capital	119,156		—			—		—			119,156
Retained earnings	169,498		61,055			55,734		(55,734)			230,553
Accumulated other comprehensive loss	(36,265)		—			—		—			(36,265)
Total Stockholders' Equity	115,580		61,055			55,734		(55,734)			176,635
Total Liabilities and Stockholders' Equity	$	2,678,169	(50,082)			252,939		(74,697)			$	2,806,329

The accompanying notes are an integral part of the unaudited pro forma combined balance sheet.

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2022

(in thousands, except per share data)

	CURO Group Holdings Corp. Historical		Transaction Accounting Adjustments for the Divestiture (Note 4c)			Historical First Heritage, As Reclassified (Note 5)		Transaction Accounting Adjustments for the First Heritage Acquisition			CURO Group Holdings Corp. and First Heritage Pro Forma Combined
Revenue
Interest and fees revenue	$	543,287	$	(254,839)		$	43,651	$	6,376	Note 7b	$	338,475
Insurance premiums and commissions	36,913		—			6,907		—			43,820
Other Revenue	14,400		(5,215)			672		—			9,857
Total Revenue	594,600		(260,054)			51,230		6,376			392,152
Provision for losses	227,077		(102,961)			10,600		6,376		Note 7b	141,092
Net Revenue	367,523		(157,093)			40,630		—			251,060
Operating expenses
Salaries and benefits	162,156		(46,577)			15,618		—			131,197
Occupancy	34,544		(13,084)			1,436		—			22,896
Advertising	23,207		(10,459)			1,292		—			14,040
Direct operations	40,567		(7,180)			2,383		—			35,770
Depreciation and amortization	18,486		(14,849)			206		(206)			3,637
Other operating expense	38,913		(2,723)			6,363		—			42,553
Total operating expenses	317,873		(94,872)			27,298		(206)			250,093
Other expense (income)
Interest expense	80,534		(5,106)			6,355		(1,634)		Note 7a Note 7c	80,149
Income from equity method investment	(256)		—			—		—			(256)
Total other (income) expense	80,278		(5,106)			6,355		(1,634)			79,893
(Loss) income before income taxes	(30,628)		(57,115)			6,977		1,840			(78,926)
(Benefit) provision for income taxes	(5,884)		14,279		Note 4e	—		2,204		Note 7d	10,599
Net (loss) income	(24,744)		(71,394)			6,977		(364)			(89,525)
Basic loss per share:	$	(0.61)								Note 8	$	(2.22)
Diluted loss per share:	$	(0.61)								Note 8	$	(2.22)

The accompanying notes are an integral part of the unaudited pro forma combined statement of operations.

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

CURO GROUP HOLDINGS CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED December 31, 2021

(in thousands, except per share data)

	CURO Group Holdings Corp Pro Forma Combined (Note 2)		Transaction Accounting Adjustments for the Divestiture (Note 4c)			Historical First Heritage, As Reclassified (Note 5)		Transaction Accounting Adjustments for the First Heritage Acquisition			CURO Group Holdings Corp. and First Heritage Pro Forma Combined
Revenue	$	1,075,703	$	(497,774)		$	96,437	$	12,752	Note 7b	$	687,118
Provision for losses	257,289		(143,377)			13,181		12,752		Note 7b	139,845
Net Revenue	818,414		(354,397)			83,256		—			547,273
Operating expenses
Salaries and benefits	322,782		(87,937)			30,910		—			265,755
Occupancy	72,240		(23,701)			2,760		—			51,299
Advertising	50,061		(26,143)			3,114		—			27,032
Direct operations	73,595		(26,459)			4,758		—			51,894
Depreciation and amortization	32,975		(5,953)			480		(480)			27,022
Other operating expense	86,463		(13,423)		Note 4d	10,947		—			83,987
Total operating expenses	638,116		(183,616)			52,969		(480)			506,989
Other expense (income)
Interest expense	132,399		(9,293)			11,796		(2,745)		Note 7a Note 7c	132,157
Income from equity method investment	(3,658)		—			—		—			(3,658)
Gain from equity method investment	(135,387)		—			—		—			(135,387)
Loss on extinguishment of debt	40,206		—			—		—			40,206
Gain on divestiture	—		(61,055)			—		—			(61,055)
Total other expense (income)	33,560		(70,348)			11,796		(2,745)			(27,737)
Income (loss) before income taxes	146,738		(100,433)			18,491		3,225			68,021
Provision (benefit) for income taxes	40,124		(25,108)		Note 4e	—		5,429		Note 7d	20,445
Net income (loss)	106,614		(75,325)			18,491		(2,204)			47,576
Basic earnings per share:	$	2.50								Note 8	$	1.12
Diluted earnings per share:	$	2.50								Note 8	$	1.12

The accompanying notes are an integral part of the unaudited pro forma combined statement of operations.

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Note 1 - Basis of Pro Forma Presentation

The unaudited pro forma combined financial statements are prepared in accordance with Article 11 of SEC Regulation S-X. The pro forma adjustments are described in the accompanying notes and are based upon and derived from information and assumptions available at the time of this filing on Form 8-K.

The unaudited pro forma combined financial statements are prepared using the acquisition method of accounting for business combinations pursuant to the provisions of Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Under the guidance of ASC 805, the Company is considered the acquirer of First Heritage for accounting purposes. Accordingly, consideration given by the Company to complete the Merger was allocated to the assets and liabilities of First Heritage based upon their estimated fair values as of the date of the acquisition. As of the date of this Current Report, the Company has not completed the valuation analysis of identifiable assets acquired and liabilities assumed. Accordingly, the adjustments are provisional and are subject to further adjustments as additional information becomes available and as additional analyses are performed. The provisional pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma combined financial statements. Increases or decreases in the fair value of relevant balance sheet amounts will result in adjustments to the combined financial statements until the allocation of consideration is finalized, which will be made as soon as practicable but not later than one year from the acquisition date. There can be no assurance that such finalization will not result in material changes.

The unaudited pro forma financial information is based on financial statements prepared in accordance with U.S. generally accepted accounting principles, which are subject to change and interpretation. The unaudited pro forma combined financial statements were based on and derived from our historical consolidated financial statements, adjusted for certain Merger and transaction accounting adjustments. Actual adjustments, however, may differ materially from the information presented. Pro forma adjustments do not include allocations of corporate costs, as those are not directly attributable to the Divestiture. In addition, the unaudited pro forma financial information is based upon available information and assumptions that management considers to be reasonable, and such assumptions have been made solely for purposes of developing such unaudited pro forma financial information for illustrative purposes in compliance with the disclosure requirements of the SEC. The unaudited pro forma financial information is not necessarily indicative of what the financial position or statement of operations results would have actually been had the Merger and Divestiture occurred on the dates indicated. In addition, these unaudited pro forma combined financial statements should not be considered to be indicative of our future consolidated financial performance and statement of operations results. Further, the unaudited pro forma combined statement of operations does not reflect the costs of integration activities or benefits from the realization of future cost savings due to operating efficiencies or revenue synergies expected to result from the Merger. The unaudited pro forma combined statement of operations does not reflect the costs of separation activities or benefits from the realization of future cost savings due to corporate cost savings expected to result from the Divestiture.

The accompanying unaudited pro forma combined statement of operations for six month period ended June 30, 2022 and unaudited pro forma combined statement of operations for the year ended December 31, 2021 give effect to the Merger and Divestiture as if it had been consummated on January 1, 2021. The accompanying unaudited pro forma combined balance sheet as of June 30, 2022 has been prepared giving effect to the Merger and Divestiture occurred on June 30, 2022.

Note 2 - CURO Group Holdings Corp Pro Forma Combined

This amount represents the CURO Group Holdings Corp. and Heights Pro Forma Combined presented in the Company’s unaudited pro forma combined statement of operations of the Company for the year ended December 31, 2021 and accompanying notes included as Exhibit 99.2 on Form 8-K filed March 7, 2022.

Note 3 - Accounting Policies

As part of preparing the pro forma combined financial statements, the Company conducted a review of the accounting policies of First Heritage and did not note any material differences in accounting policies that would require pro forma adjustments to conform to the Company’s accounting policies.

The accounting policies used in the preparation of the unaudited pro forma combined statement of operations are those set out in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021.

Note 4 - Divestiture Accounting Adjustments

(a)    Reflects the elimination of the assets, liability, and historical equity balances sold as part of the Divestiture, as of June 30, 2022. The amount of the actual gain will be calculated based on the net book value of the sold Divestiture entities as of the closing of the Divestiture on July 8, 2022 and, therefore, would differ from the current estimate, as of June 30, 2022.

(b) Reflects the addition of $310 million of cash and cash equivalents related to proceeds received at closing net of $49.7 million estimated debt payoff, $20.3 million cash retained by Divestiture entities, $6.8 million estimated transaction costs, and $0.1 million other estimated closing statement adjustments. Reflects the addition of $35.0 million of prepaid expenses and other related to deferred consideration.

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

(c) Reflects the elimination of revenue and expenses associated with the Divestiture for the year ended December 31, 2021 and the six month months ended June 30, 2022.

(d) Reflects recording of $6.1 million in reimbursements for costs incurred associated with the Transition Services Agreement entered into as part of the Divestiture that will be provided for the year ended December 31, 2021.

(e) Applies a 25% estimated blended tax rate to Transaction Accounting Adjustments for the Divestiture. The estimated blended tax rate consists of the U.S. federal income tax rate and an estimated combined state and local income tax rate driven by the apportionment factors applicable to each state.

Note 5 - Reclassification Adjustments

The unaudited pro forma combined balance sheet has been adjusted to reflect certain reclassifications of First Heritage’s consolidated financial statements to conform to the Company’s financial statement presentation.

Financial information presented in the “Historical First Heritage, As Reclassified” column in the unaudited pro forma combined balance sheet as of June 30, 2022 has been reclassified to conform to the Company’s presentation as indicated in the table below (in thousands):

Presentation in First Heritage consolidated balance sheet	Presentation in unaudited pro forma combined balance sheet	June 30, 2022
Finance receivables, net	Gross loans receivable	$	234,835
	Allowance for loan losses	(14,278)
Prepaid expenses	Prepaid expenses and other	1,191
Net debt	Debt	192,750
	Accrued interest	805
Accounts payable	Accounts payable and accrued liabilities	3,650
Members equity	Retained earnings	55,734

The unaudited pro forma combined statement of operations has been adjusted to reflect certain reclassifications of First Heritage’s financial statements to conform to the Company’s financial statement presentation.

Financial information presented in the “Historical First Heritage, As Reclassified” column in the unaudited pro forma combined statement of operations for the periods six months ended June 30, 2022 and the year ended December 31, 2021 has been reclassified to conform to the Company’s presentation as indicated in the table below (in thousands):

Presentation in First Heritage consolidated statements of operations	Presentation in unaudited pro forma combined statements of operations	For the six months ended June 30, 2022		For the year ended December 31, 2021
Interest and fee income	Interest and fees revenue	$	43,651	$	—
Insurance commissions	Insurance premiums and commissions	6,907		—
Other income	Other revenue	672		—
Interest and fee income	Revenue	—		80,942
Insurance commissions	Revenue	—		13,636
Real estate mortgage income	Revenue	—		7
Other income	Revenue	—		1,852
Money cost	Interest expense	6,355		11,796
Other operating expenses	Salaries and benefits	239		280
	Occupancy	1,436		2,760
	Advertising	1,292		3,114
	Direct operations	2,383		4,758
	Depreciation and amortization	14		12
	Other operating expense	6,363		10,947
Depreciation	Depreciation and amortization	192		468
Provision for credit losses	Provision for losses	10,600		13,181

Prior to acquisition, First Heritage did not record a provision for income taxes. The Company applied a 25% estimated blended tax rate to Transaction Accounting Adjustments for the Divestiture. The estimated blended tax rate consists of the U.S. federal income tax rate and an estimated combined state and local income tax rate driven by the apportionment factors applicable to each state.

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Note 6 - Calculation of Provisional Purchase Price, Purchase Price Allocation, and Adjustments to Pro Forma Balance Sheet

(a)     Information regarding the acquisition is provisional and based on information available in the limited time since July 14, 2022. Due to the timing of the close of the acquisition, the information described below will be finalized in subsequent periods as prescribed in ASC 805. In conjunction with the acquisition, First Heritage entered into an asset-backed warehouse facility under a Credit Agreement with First Heritage Credit, LLC included as Exhibit 99.2 on Form 8-K filed July 14, 2022, which is reflected in these adjustments. All below provisional purchase price and purchase price allocation is presented on the unaudited pro forma combined balance sheet in the “Historical First Heritage, As Reclassified” column.

The provisional purchase price was calculated as follows (in thousands):

Cash consideration
Cash consideration paid at closing (1)	$	140,000
Working capital true up adjustment	51
Cash payment for cash acquired	20,948
Total consideration paid	$	160,999
(1) Calculated in accordance with the Purchase Agreement as the base purchase price

The following table presents the provisional purchase price allocation recorded in the Company’s unaudited pro forma combined balance sheet as of the date of June 30, 2022 (in thousands):

	Amounts acquired if transaction closed on June 30, 2022 (as adjusted)
Assets
Cash and cash equivalents	$	30,371
Gross loans receivable	213,582
Prepaid expenses and other	1,191
Property and equipment	589
Right-of-use assets	4,200
Other assets	228
Total assets	$	250,161
Liabilities
Accounts payable and accrued liabilities	$	3,650
Lease liabilities	4,200
Accrued interest on debt	805
Debt	171,470
Total liabilities	$	180,125
Net assets acquired	$	70,036
Total consideration paid	160,999
Goodwill	$	90,963

Goodwill of $91.0 million represents the excess of the consideration paid over the fair value of the net tangible and intangible assets acquired. The goodwill was primarily attributed to expected synergies created with the Company’s future product offerings and the value of the combined workforce.

(b)    As part of the transaction, First Heritage’s subordinated debt was not acquired. First Heritage’s revolving debt was refinanced to a new $225 million non-recourse revolving warehouse facility. The effective interest rate was 1-month SOFR plus 4.25%. The warehouse revolving period matures on July 13, 2024. The $225 million non-recourse revolving warehouse facility was entered into upon the close of the transaction and is considered, for accounting purposes, a component of the acquisition. The debt balance has been adjusted to give effect to these transactions, including the removal of the accrued interest that was paid at closing. As part of the entering into the new facility, the Company paid certain expenses and reclassified $1.9 million of cash and cash equivalents as restricted cash.

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Note 7 - Adjustments to Pro Forma Statement of Operations

(a)    Activity excluded from Merger

Certain activity was excluded from the transaction activity based on it not being purchased per the terms of the Merger Agreement or relating to a balance settled upon close of the Merger. The activity excluded from the unaudited pro forma combined statement of operations was (in thousands):

Account	Financial Statement Caption	For the six month period ended June 30, 2022		For the year ended December 31, 2021
Debt related interest and fees	Interest expense	$	6,355	$	11,796

(b)    Reflects the fair value adjustments in accordance with the acquisition method of accounting. The activity added to the unaudited pro forma combined statement of operations was (in thousands):

Account	Financial Statement Caption	For the six month period ended June 30, 2022		For the year ended December 31, 2021
Amortization of fair value discount on unsecured loans	Interest and fees revenue	$	6,376	$	—
Amortization of fair value discount on unsecured loans	Revenue	—		12,752
Amortization of fair value discount on unsecured loans	Provision for losses	6,376		12,752

(c)    To adjust Interest expense for the issuance of a new $225 million non-recourse revolving warehouse facility to refinance First Heritage's incumbent lender's facility and finance future loans originated by First Heritage, discussed above. The activity added to the unaudited pro forma combined statement of operations was (in thousands):

Corporate Debt	Financial Statement Caption	For the six month period ended June 30, 2022		For the year ended December 31, 2021
Revolving warehouse facility refinance	Interest expense	$	4,721	$	9,051

(d)    To adjust for the income tax impact of the Transaction Accounting Adjustments at the blended federal and state statutory rate of approximately 25%, as follows (in thousands):

Account	Financial Statement Caption	For the six month period ended June 30, 2022		For the year ended December 31, 2021
Income tax expenses	Provision (benefit) for income taxes	$	2,204	$	5,429

Note 8 - EPS

The preliminary pro forma calculation of earnings per share has been adjusted to give effect to the issuance of 1.4 million shares of CURO common stock as equity consideration upon the completion of our acquisition of SouthernCo, Inc., a Delaware corporation d/b/a Heights Finance ("Heights"), from SouthernCo Holdings, LLC, a Delaware limited liability company ("Seller"). The Company acquired Heights Finance as of December 27, 2021, as discussed in the accompanying notes included as Exhibit 99.2 on Form 8-K filed March 7, 2022. No adjustment was needed for the six month period ended June 30, 2022.

Pro forma basic and diluted earnings per share (in thousands, except per share data):

Basic EPS	For the six month period ended June 30, 2022		For the year ended December 31, 2021
Combined pro forma net (loss ) income	$	(89,525)	$	47,576
CURO historical basic weighed average common shares outstanding	40,372		41,155
Weighted average number of common shares issued by CURO(1)	—		1,427
Pro forma weighted average common shares outstanding	40,372		42,582
Basic EPS	$	(2.22)	$	1.12
Diluted EPS
Combined pro forma net (loss) income	$	(89,525)	$	47,576
CURO historical diluted weighed average common shares outstanding	—		—
Pro forma weighted average common shares outstanding	40,372		42,582
Diluted EPS	$	(2.22)	$	1.12
(1) Reflects the 1.4 million common shares issued in the Heights acquisition on December 27, 2021, weighted for the period of January 1, 2021 to December 26, 2021, as the shares are reflected in the CURO historical weighted-average number of basic shares beginning December 27, 2021.

XML

Cover Page	Jul. 13, 2022
Cover [Abstract]
Document Type	8-K/A
Document Period End Date	Jul. 13, 2022
Entity Registrant Name	CURO GROUP HOLDINGS CORP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38315
Entity Tax Identification Number	90-0934597
Entity Address, Address Line One	3615 North Ridge Road
Entity Address, City or Town	Wichita
Entity Address, State or Province	KS
Entity Address, Postal Zip Code	67205
City Area Code	316
Local Phone Number	772-3801
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	CURO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	true
Entity Central Index Key	0001711291
Amendment Description	Original Filing 7/13/22