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DEMN0002046042falseJefferson Capital, Inc. / DE00020460422025-11-132025-11-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

November 13, 2025

Date of Report

(Date of earliest event reported)

Jefferson Capital, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of

incorporation)

001-42718

(Commission File Number)

33-1923926

(I.R.S. Employer

Identification No.)

600 SOUTH HIGHWAY 169, SUITE 1575,

MINNEAPOLIS, MINNESOTA 55426

(Address of principal executive offices)

55426

(Zip Code)

Registrant’s telephone number, including area code: (320) 229-8505

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class: 

      

Trading Symbol 

    

Name of each exchange on which registered: 

Common stock, $0.0001 par value per share

 

JCAP

 

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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

Item 2.02           Results of Operations and Financial Condition.

On November 13, 2025, Jefferson Capital, Inc. (the “Company”) announced its financial results for the quarter ended September 30, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01           Financial Statements and Exhibits.

(d)          Exhibits

The following Exhibit 99.1 shall be deemed to be furnished, and not filed:

Exhibit No.

Description

99.1

Press release issued on November 13, 2025

104

Cover page Interactive Data File (embedded within the Inline XBRL document)

2

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.

Jefferson Capital, Inc.

Date: November 13, 2025

By: /s/ Christo Realov

Name: Christo Realov

Title: Chief Financial Officer

3

EX-99.1 2 jcap-20251113xex99d1.htm EX-99.1
Graphic

‌​

Exhibit 99.1

Jefferson Capital Reports Third Quarter 2025 Results

Collections Grow 63% to $236.8 Million and Deployments Grow 22% to $151.0 Million

Pre-tax Income up 16% to $45.5 Million with Net Income of $38.4 Million and EPS of $0.59

Adjusted Pre-tax Income up 30% to $54.8 Million with Adjusted Net Income of $47.7 Million and Adjusted EPS of $0.74

Board of Directors Declares Quarterly Cash Dividend of $0.24 per Share

MINNEAPOLIS, November 13, 2025 /GLOBE NEWSWIRE/ -- Jefferson Capital, Inc. (“Jefferson Capital”), a leading analytically driven purchaser and manager of charged-off, insolvency and active consumer accounts, today announced its third quarter 2025 financial results.

“We delivered strong third quarter results with significant momentum in all key aspects of the business,” said David Burton, Chairman and Chief Executive Officer. “We continue to execute well on our differentiated strategy and are well positioned to drive shareholder value in the near and long term.”

“We delivered the largest third quarter deployments in the company’s history, up 22% year-over-year and, previously disclosed, we signed another strategic portfolio purchase of a sizable dislocated credit card portfolio from Bluestem Brands to follow up on the Conn’s portfolio purchase from last year.”

“The investment environment remains favorable with elevated levels of consumer credit delinquencies, charge-offs and insolvencies to drive portfolio supply and low unemployment to support liquidation rates. We further improved our leading position in the market by upsizing our revolving credit facility to $1 billion in commitments while also improving pricing and enhancing terms.”

Third Quarter 2025 Highlights versus Third Quarter 2024

Collections grew 63% to $236.8 million
Deployments up 22% to $151.0 million – largest third quarter deployments in the company’s history
ERC rose 27% reaching $2.9 billion
Strong revenue growth of 36% to $150.8 million
Sector-leading Cash Efficiency Ratio of 72.2%, up 319 bps
Leverage ratio* improved to 1.59x as compared to 2.52x
Pre-tax Income up 16% to $45.5 million with Net Income of $38.4 million and EPS of $0.59
Adjusted Pre-tax Income* increased 30% to $54.8 million
Adjusted Net Income* of $47.7 million, resulting in Adjusted EPS of $0.74

Collections

The following table summarizes total collections by geographic area:

Three Months Ended

September 30, 

Increase

%

(in Millions)

    

2025

    

2024

    

(Decrease)

    

Change

United States

$

182.9

$

99.6

$

83.3

83.6

%

Canada

29.0

23.3

5.7

24.5

%

United Kingdom

11.0

10.6

0.4

3.8

%

Latin America

13.9

11.6

2.3

19.8

%

Total Collections

$

236.8

$

145.1

$

91.7

63.2

%

1


Graphic

Collections from purchased receivables increased 63.2% or $91.7 million to $236.8 million during the third quarter of 2025 versus $145.1 million during the same quarter in 2024
Collections in the United States included $49.7 million from the Conn’s portfolio purchase in the fourth quarter of 2024

Estimated Remaining Collections

The following table summarizes total ERC by geographic area:

September 30, 

Increase

%

(in Millions)

2025

    

2024

    

(Decrease)

    

Change

  

United States

$

2,158.8

$

1,668.9

$

489.9

29.4

%

Canada

362.5

272.8

89.7

32.9

%

United Kingdom

153.0

153.6

(0.6)

(0.4)

%

Latin America

255.3

211.5

43.8

20.7

%

Total

$

2,929.6

$

2,306.8

$

622.8

27.0

%

ERC in the United States included $178.6 million from the Conn’s portfolio purchase

Deployments

The following table summarizes the total deployments by geographic area:

Three Months Ended

September 30, 

Increase

%

(in Millions)

    

2025

    

2024

    

(Decrease)

    

Change

  

United States

$

107.2

$

75.8

$

31.4

41.4

%

Canada

30.8

30.2

0.6

1.9

%

United Kingdom

4.1

4.7

(0.6)

(12.8)

%

Latin America

8.9

12.7

(3.9)

(30.4)

%

Total Purchases

$

151.0

$

123.4

$

27.5

22.3

%

The Company invested $151.0 million to acquire receivable portfolios, which compares to $123.4 million in the third quarter 2024
$316.4 million of deployments locked in through forward flows at quarter end of which $272.8 million are for the next twelve months

Revenues

Total revenues increased $40.2 million, or 36.4%, to $150.8 million compared to $110.6 million for the third quarter 2024. The growth is primarily a result of strong deployments in prior periods

Operating Expenses

Total operating expenses increased $29.9 million, or 59.5% to $80.2 million compared to $50.3 million for the third quarter 2024 primarily due to increases of $14.4 million in court costs, agency commissions and other servicing expenses due to increased legal channel volumes as well as $10.7 million in salaries and benefits driven by $8.8 million in non-cash stock-based compensation expense

For the third quarter 2025, the Company recognized portfolio revenue of $22.4 million, servicing revenue of $1.9 million and net operating income of $16.5 million related to the Conn’s portfolio purchase

2


Graphic

Leverage, Liquidity and Capital Resources

Leverage* improved to 1.59x at September 30, 2025 compared to 2.52x at September 30, 2024 as a result of strong growth in portfolio cashflow
At September 30, 2025, the Company’s Revolving Credit Facility (“RCF”) with $825 million of commitments was undrawn and in addition, the Company had $42.3 million of unrestricted cash and cash equivalents. RCF upsized to $1 billion post quarter end
2026 maturity was pre-funded with a $500 million unsecured debt offering in May 2025, which paid down the RCF

Dividend

The Board of Directors declared a quarterly cash dividend of $0.24 per share on its outstanding common stock, payable on December 4, 2025, to shareholders of record as of the close of business on November 25, 2025.

Recent Developments

On October 24, 2025, Jefferson Capital entered into an Asset Purchase Agreement with affiliates of Bluestem Brands (“Bluestem”) to acquire an active credit card receivables portfolio for which new draws have been suspended for a gross purchase price of $302.8 million:

The gross purchase price is subject to customary adjustments for interim cash flows (including collections and new purchases) between June 30, 2025 (the “Cut Off Date”) and closing and a $20.0 million escrow to secure implementation obligations
At the Cut Off Date, the receivables being acquired had an aggregate face value of $488.2 million
The closing of the transaction is expected in the fourth quarter of 2025

On October 27, 2025 Jefferson Capital completed an amendment of its RCF achieving a number of important funding structure objectives:

Increased commitments by $175 million to an aggregate amount of $1 billion
Extended maturity to October 27, 2030
Reduced pricing by 50 bps across the pricing grid, eliminated any credit spread adjustments and removed the SOFR floor
Reduced the non-use fee rate for unutilized commitments by 5 bps
Implemented a handful of ‘housekeeping’ borrower-friendly changes to reflect public company status

*Leverage Ratio, Adjusted Pre-Tax Income, Adjusted Net Income and Adjusted EPS are non-GAAP financial measures. For a reconciliation of historical Leverage, Adjusted Pre-Tax Income and Adjusted Net Income, to the most directly comparable U.S. GAAP financial measures, please refer to the “Non-GAAP Financial Measures” section of this press-release.

Webcast

A webcast to discuss the Company’s third quarter 2025 financial results is scheduled for today, November 13, 2025 at 5:30 p.m. ET. The live webcast and archived replay can be accessed in the investor relations section of the Company's website at https://investors.jcap.com/news-events/events.

Use of Non-GAAP Financial Measures

This press release contains references to non-GAAP financial measures, including Leverage, Adjusted Pre-Tax Income, Adjusted Net Income, and Adjusted EPS, which are financial measures that are not prepared in conformity with United States generally accepted accounting principles (U.S. GAAP). These non-GAAP measures are used by management as a supplemental measure, have certain limitations, and should not be construed as alternatives to financial measures determined in accordance with GAAP. Our management believes Leverage, Adjusted Pre-Tax Income, Adjusted Net Income and Adjusted EPS help us provide enhanced period-to-period comparability of operations and financial performance and are useful to investors as other companies in our industry report similar financial measures. The non-GAAP measures as defined by us may not be comparable to similar non-GAAP financial measures presented by other companies, which could limit such measures’ usefulness as comparative measures.

3


Graphic

Our presentation of such measures, which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that our future results will be unaffected by other unusual or non-recurring items. Detailed reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial tables following this release.

About Jefferson Capital, Inc.

Founded in 2002, Jefferson Capital is an analytically driven purchaser and manager of charged-off, insolvency and active consumer accounts with operations in the United States, Canada, the United Kingdom and Latin America. It purchases and services both secured and unsecured assets, and its growing client base includes Fortune 500 creditors, banks, fintech origination platforms, telecommunications providers, credit card issuers and auto finance companies. Jefferson Capital is headquartered in Minneapolis, Minnesota with additional offices and operations located in Sartell, Minnesota, Denver, Colorado and San Antonio, Texas (United States); Basingstoke, England; London, England and Paisley, Scotland (United Kingdom); London, Ontario and Toronto, Ontario (Canada); as well as Bogota (Colombia).

Contacts:

Investor Relations

IR@jcap.com

Media Relations

Doug.Donsky@icrinc.com

Disclosure Regarding Forward Looking Statements

This press release may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and in the U.S. Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements concerning our anticipated financial performance, execution of our business strategies, the favorability of the investment environment, the closing of the Asset Purchase Agreement with Bluestem and the related costs and benefits, and our ability to continue paying quarterly cash dividends. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: a deterioration in the economic or inflationary environment in the United States, Canada, the United Kingdom or Latin America, including the interest rate environment; our ability to replace our portfolios of nonperforming loans with additional portfolios sufficient to operate efficiently and profitably; our ability to collect sufficient amounts on our nonperforming loans to fund our operations; the possibility that third parties we rely on to conduct collection and other activities fail to perform their services; the possibility that we could recognize significant decreases in our estimate of future recoveries on nonperforming loans; changes in, or interpretations of, federal, state, local, or international laws, including bankruptcy and collection laws, or changes in the administrative practices of various bankruptcy courts, which could negatively impact our business or our ability to collect on nonperforming loans; goodwill impairment charges that could negatively impact our net income and stockholders’ equity; our ability to comply with existing and new regulations of the collection industry, the failure of which could result in penalties, fines, litigation, damage to our reputation, or the suspension or termination of or required modification to our ability to conduct our business; adverse outcomes in pending or future litigation or administrative proceedings; the possibility that class action suits and other litigation could divert management’s attention and increase our expenses; investigations, reviews, or enforcement actions by governmental authorities, including the Consumer Financial Protection Bureau, which could result in changes to our business practices, negatively impact our deployment volume, make collection of account balances more difficult, or expose us to the risk of fines, penalties, restitution payments, and litigation; the possibility that compliance with complex and evolving international and United States laws and regulations that apply to our international operations could increase our cost of doing business in international jurisdictions; our ability to comply with data privacy regulations such as the General Data Protection Regulation; our ability to retain, expand, renegotiate or replace our credit facility and our ability to comply with the covenants under our financing arrangements; our ability to refinance our indebtedness; our ability to service our outstanding indebtedness; changes in interest or exchange rates, which could reduce our net income, and the possibility that future hedging strategies may not be successful; and the possibility that we could incur business or technology disruptions or cybersecurity incidents. These and other important factors discussed under the caption “Risk Factors” in our Quarterly Report on Form 10-Q to be filed with the SEC, and our other filings with the SEC, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release.

4


Graphic

Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

FINANCIAL TABLES FOLLOW

5


Graphic

Jefferson Capital, Inc.

Combined and Condensed Consolidated Balance Sheets

(Unaudited, in Thousands)

September 30, 

December 31, 

    

2025

    

2024

    

Assets

Cash and cash equivalents

$

42,270

$

35,506

Restricted cash

3,801

2,737

Accounts receivable

17,297

16,532

Other assets

15,518

14,390

Investments in receivables, net

1,640,809

1,497,748

Credit card receivables (net of allowance for

16,180

17,176

credit losses of $1,751 and $1,907)

Property, plant and equipment, net

1,867

2,274

Other intangible assets, net

7,273

10,237

Goodwill

57,906

57,683

Total Assets

$

1,802,921

$

1,654,283

Liabilities

Accounts payable and accrued expenses

$

78,272

$

69,975

Other liabilities

4,569

4,860

Current tax liabilities

1,248

Deferred tax liabilities

98,876

2,193

Notes payable, net

1,182,584

1,194,726

Total Liabilities

$

1,365,549

$

1,271,754

Stockholder's Equity

Common Stock par value $0.0001 per share; 330,000,000 shares and 0 shares authorized as of September 30, 2025 and December 31, 2024 and 58,290,473 and 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024

$

6

$

Additional paid-in capital

(60,748)

Retained earnings

500,414

398,122

Accumulated other comprehensive income (loss)

(2,300)

(15,593)

Total stockholder's equity

$

437,372

$

382,529

Total Liabilities and Stockholder's Equity

$

1,802,921

$

1,654,283

6


Graphic

Jefferson Capital, Inc.

Combined and Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited in Thousands, except for Earnings Per Share amounts)

For the Three Months Ended September 30, 

For the Nine Months Ended September 30, 

    

2025

    

2024

    

2025

    

2024

Revenues

Total portfolio income

$

139,179

$

99,258

$

416,749

$

285,362

Changes in recoveries

494

1,690

5,670

1,565

Total portfolio revenue

139,673

100,948

422,419

286,927

Credit card revenue

1,755

2,048

5,450

6,353

Servicing revenue

9,414

7,605

30,621

21,080

Total Revenues

150,842

110,601

458,490

314,360

Provision for credit losses

569

867

1,670

2,637

Operating Expenses

Salaries and benefits

23,314

12,567

43,590

35,973

Servicing expenses

47,609

33,246

133,948

95,873

Depreciation and amortization

1,350

548

4,206

1,678

Professional fees

3,743

1,894

15,353

5,930

Other selling, general and administrative

4,221

2,052

13,783

5,769

Total Operating Expenses

80,237

50,307

210,880

145,223

Net Operating Income

70,036

59,427

245,940

166,500

Other Income (Expense)

Interest expense

(26,467)

(19,753)

(77,184)

(55,187)

Foreign exchange and other income (expense)

1,944

(440)

5,564

(3,181)

Total other expense

(24,523)

(20,193)

(71,620)

(58,368)

Income Before Income Taxes

45,513

39,234

174,320

108,132

Provision for income taxes

(7,151)

(2,356)

(24,086)

(6,195)

Net Income

38,362

36,878

150,234

101,937

Foreign currency translation gain / (loss)

(5,023)

4,851

13,293

(1,045)

Comprehensive Income

$

33,339

$

41,729

$

163,527

$

100,892

Earnings per share

Basic

$

0.59

$

$

6.60

$

Diluted

0.59

6.60

Weighted average common shares outstanding

Basic

58,279

20,493

Diluted

58,279

20,493

7


Graphic

Jefferson Capital, Inc.

Combined and Condensed Consolidated Statements of Cash Flows

(Unaudited, in Thousands)

For the Nine Months Ended

September 30, 

    

2025

    

2024

    

Cash flows from operating activities

Net income

$

150,234

$

101,937

Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:

Depreciation and amortization

4,206

1,678

Amortization of debt issuance costs

4,016

3,142

Provision for credit losses

1,670

2,637

Stock-based compensation

8,850

Deferred income tax

17,254

(1,420)

Changes in assets and liabilities:

Other assets

(1,186)

(19,762)

Accounts receivable

(355)

(3,428)

Accounts payable and accrued expenses

8,956

6,075

Net cash provided by operating activities

193,645

90,859

Cash flows from investing activities

Purchases of receivables, net

(451,531)

(365,322)

Purchases of credit card receivables

(20,054)

(23,689)

Collections applied to investments in receivables, net

331,042

123,301

Collections applied to credit card receivables

19,697

22,341

Purchases of property and equipment, net

(645)

(449)

Net cash used in investing activities

(121,491)

(243,818)

Cash flow from financing activities

Proceeds from notes payable

681,790

747,887

Payments on notes payable

(694,872)

(567,719)

Payment of debt issuance costs

(8,012)

(6,868)

Dividends paid to stockholders

(47,942)

(20,000)

Proceeds from issuance of common stock

10,000

Net cash (used in) / provided by financing activities

(59,036)

153,300

Exchange rate effects on cash balances held in foreign currencies

(5,290)

495

Net (decrease) increase in cash and cash equivalents and restricted cash

7,828

838

Cash and cash equivalents and restricted cash, beginning of period

38,243

20,604

Cash and cash equivalents and restricted cash, end of period

$

46,071

$

21,442

8


Graphic

Jefferson Capital, Inc.

Supplemental Financial Information

Reconciliation of Non-GAAP Metrics

Cash Efficiency Ratio

    

Three Months Ended

 

September 30,

 

($in Millions)

    

2025

    

2024

 

Collections

$

236.8

$

145.1

Credit card revenue

 

1.8

 

2.0

Servicing revenue

 

9.4

 

7.6

Cash Receipts (A)

$

248.0

$

154.8

Operating Expenses

$

80.2

$

50.3

Stock compensation

 

(8.8)

 

(2.2)

Canaccede exit incentive

 

(0.1)

 

IPO, merger and acquisition, and other one-time expenses

 

(2.4)

 

(0.2)

Adjusted Operating Expenses (B)

$

69.0

$

47.9

Cash Efficiency Ratio (A-B) / A

 

72.2

%  

 

69.0

%

Adjusted Pre-tax Income

    

Three Months Ended

September 30,

($in Millions)

    

2025

    

2024

Pre-tax Income

$

45.5

$

39.2

Foreign exchange and other income (expense)

 

(1.9)

 

0.4

Stock Compensation

 

8.8

 

2.2

Canaccede exit incentive

 

0.1

 

IPO, merger and acquisition, and other one-time expenses

 

2.4

 

0.2

Adjusted Pre-tax Income

$

54.8

$

42.1

9


Graphic

Jefferson Capital, Inc.

Supplemental Financial Information

Reconciliation of Non-GAAP Metrics (Continued)

Adjusted Net Income and Adjusted EPS

    

Three Months Ended

 

Increase

%

September 30,

 

(Decrease)

Change

(in Millions, Except for Adjusted EPS)

    

2025

    

2024

 

Net Income

$

38.4

$

36.9

$

1.5

4.0

%  

Foreign exchange and other income (expense)

 

(1.9)

 

0.4

 

(2.4)

(541.8)

Stock compensation

 

8.8

 

2.2

 

6.6

303.7

Canaccede exit incentive

 

0.1

 

 

0.1

IPO, merger and acquisition, and other one-time expenses

 

2.4

 

0.2

 

2.2

1,046.1

Adjusted Net Income

$

47.7

$

39.7

$

8.0

20.1

%  

Weighted average diluted common shares outstanding (in millions)

 

58.3

Expected vesting of non-vested restricted stock

6.4

Adjusted weighted average diluted common shares outstanding

 

64.7

 

  

 

  

Adjusted EPS

$

0.74

 

  

 

 

  

Leverage

    

Trailing Twelve Months Ended

September 30,

($in Millions)

    

2025

2024

Net cash provided by operating activities

$

270.9

$

125.6

Changes in prepaid expenses

 

(13.8)

 

20.7

Changes in accounts payable and accrued expenses

 

(58.3)

 

(8.4)

Provision for credit losses

 

(2.6)

 

(3.5)

Foreign exchange and other income (expense)

 

(3.2)

 

1.9

Cash interest paid

 

94.0

 

65.9

Provision for income taxes

 

26.8

 

8.2

Total portfolio revenue

 

(531.4)

 

(359.1)

Gross collections

 

927.7

 

515.9

Stock compensation

 

(7.6)

 

4.6

Conn's one-time items(1)

 

4.6

 

Canaccede exit consideration

 

8.7

 

Merger and acquisition, and other one-time expenses(2)

 

11.3

 

2.5

Adjusted Cash EBITDA (A)

$

727.2

$

374.3

As of September 30,

2025

2024

Borrowings, as reported

$

1,182.6

$

948.0

Unamortized issuance costs

 

17.4

 

14.1

Unrestricted cash

 

(42.3)

 

(18.3)

Net Debt (B)

$

1,157.7

$

943.8

Leverage (B / A)

 

1.59

x

 

2.52

x

10