Table of Contents


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

For the quarterly period ended September 30, 2017March 31, 2021

of

atlanticus.jpg
of
image0a06.jpg

ATLANTICUS HOLDINGS CORPORATION

a Georgia Corporation

IRS Employer Identification No. 58-2336689

SEC File Number 0-53717

Five Concourse Parkway, Suite 300

Atlanta, Georgia 30328

(770) 828-2000

Atlanticus’ common stock, no par value per share, is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Act”) and is listedtrades on the NASDAQ Global Select Market.

Atlanticus is not a well-known seasoned issuer, as defined in Rule 405 ofMarket under the Securities Act of 1933.
ticker symbol "ATLC".

Atlanticus (1) is required to file reports pursuant to Section 13 of the Act, (2) has filed all reports required to be filed by Section 13 of the Act during the preceding 12 months and (3) has been subject to such filing requirements for the past 90 days.

Atlanticus has submitted electronically and posted on its corporate Web site every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.


Atlanticus is a smaller reporting company and a non-accelerated filer. Atlanticus is not a shell company or an emerging growth company.


As of November 2, 2017, 13,867,972May 7, 2021, 16,640,267 shares of common stock, no par value, of Atlanticus were outstanding. This excludesoutstanding, including 1,459,233 loaned shares to be returned.



PART I—FINANCIAL INFORMATION

PART I--FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Atlanticus Holdings Corporation and Subsidiaries

Consolidated Balance Sheets (Unaudited)

(Dollars in thousands)

  

March 31,

  

December 31,

 
  

2021

  

2020

 
         

Assets

        
Unrestricted cash and cash equivalents (including $131.7 million and $96.6 million associated with variable interest entities at March 31, 2021 and December 31, 2020, respectively) $203,050  $178,102 

Restricted cash and cash equivalents (including $29.0 million and $70.2 million associated with variable interest entities at March 31, 2021 and December 31, 2020, respectively)

  40,477   80,859 

Loans, interest and fees receivable:

        

Loans, interest and fees receivable, at fair value (including $424.5 million and $374.2 million associated with variable interest entities at March 31, 2021 and December 31, 2020, respectively)

  481,434   417,098 

Loans, interest and fees receivable, gross (including $489.0 million and $560.2 million associated with variable interest entities at March 31, 2021 and December 31, 2020, respectively)

  592,934   667,556 
Allowances for uncollectible loans, interest and fees receivable (including $102.7 million and $120.9 million associated with variable interest entities at March 31, 2021 and December 31, 2020, respectively)  (105,881)  (124,961)

Deferred revenue (including $7.4 million and $10.3 million associated with variable interest entities at March 31, 2021 and December 31, 2020, respectively)

  (33,995)  (39,456)

Net loans, interest and fees receivable

  934,492   920,237 

Property at cost, net of depreciation

  2,002   2,240 

Investments in equity-method investee

  1,244   1,415 

Operating lease right-of-use assets

  8,011   9,181 

Prepaid expenses and other assets

  10,219   15,180 

Total assets

 $1,199,495  $1,207,214 

Liabilities

        

Accounts payable and accrued expenses

 $41,153  $41,731 
Operating lease liabilities  11,697   13,776 
Notes payable, net (including $781.0 million and $827.1 million associated with variable interest entities at March 31, 2021 and December 31, 2020, respectively)  839,251   882,610 

Notes payable associated with structured financings, at fair value (associated with variable interest entities)

  2,791   2,919 
Convertible senior notes  13,818   24,386 

Income tax liability

  33,566   25,932 
Total liabilities  942,276   991,354 
         

Commitments and contingencies (Note 11)

        
         
Preferred stock, no par value, 10,000,000 shares authorized:        
Series A preferred stock, 400,000 shares issued and outstanding at March 31, 2021 (liquidation preference - $40.0 million); 400,000 shares issued and outstanding at December 31, 2020 (Note 4)  40,000   40,000 
Class B preferred units issued to noncontrolling interests (Note 4)  99,425   99,350 
         

Shareholders' Equity

        

Common stock, no par value, 150,000,000 shares authorized: 16,640,267 shares issued and outstanding (including 1,459,233 loaned shares to be returned) at March 31, 2021; and 16,115,353 shares issued and outstanding (including 1,459,233 loaned shares to be returned) at December 31, 2020

      

Paid-in capital

  192,207   194,950 

Retained deficit

  (73,591)  (117,666)

Total shareholders’ equity

  118,616   77,284 

Noncontrolling interests

  (822)  (774)

Total equity

  117,794   76,510 

Total liabilities, preferred stock and shareholders' equity

 $1,199,495  $1,207,214 
 September 30,
2017
 December 31,
2016
Assets   
Unrestricted cash and cash equivalents$68,582
 $76,052
Restricted cash and cash equivalents28,659
 16,589
Loans and fees receivable: 
  
Loans and fees receivable, at fair value12,019
 15,648
Loans and fees receivable, gross359,823
 290,697
Allowances for uncollectible loans and fees receivable(52,118) (43,275)
Deferred revenue(35,881) (23,639)
Net loans and fees receivable283,843
 239,431
Rental merchandise, net of depreciation
 27
Property at cost, net of depreciation3,296
 3,829
Investment in equity-method investee4,745
 6,725
Deposits306
 505
Prepaid expenses and other assets39,636
 19,389
Total assets$429,067
 $362,547
Liabilities 
  
Accounts payable and accrued expenses$114,883
 $86,768
Notes payable, at face value, net208,980
 141,166
Notes payable to related parties40,000
 40,000
Notes payable associated with structured financings, at fair value9,769
 12,276
Convertible senior notes61,238
 60,791
Income tax liability11,059
 15,769
Total liabilities445,929
 356,770
Commitments and contingencies (Note 9)

 

Equity 
  
Common stock, no par value, 150,000,000 shares authorized: 15,335,468 shares issued and outstanding (including 1,459,233 loaned shares to be returned) at September 30, 2017; and 15,348,086 shares issued and outstanding (including 1,459,233 loaned shares to be returned) at December 31, 2016
 
Additional paid-in capital212,618
 211,646
Accumulated other comprehensive loss(1,096) 
Retained deficit(228,382) (205,859)
Total shareholders’ equity(16,860) 5,787
Noncontrolling interests(2) (10)
Total equity(16,862) 5,777
Total liabilities and equity$429,067
 $362,547

See accompanying notes.

Atlanticus Holdings Corporation and Subsidiaries

Consolidated Statements of Operations (Unaudited)

(Dollars in thousands, except per share data)

  

For the Three Months Ended

 
  

March 31,

 
  

2021

  

2020

 

Revenue:

        

Consumer loans, including past due fees

 $102,296  $103,147 

Fees and related income on earning assets

  37,020   34,645 

Other revenue

  4,579   2,726 

Total operating revenue

  143,895   140,518 

Other non-operating revenue

  840   (10)

Total revenue

  144,735   140,508 
         

Interest expense

  (12,298)  (13,584)

Loss on repurchase of convertible senior notes

  (7,807)   

Provision for losses on loans, interest and fees receivable recorded at net realizable value

  (4,135)  (67,336)

Changes in fair value of loans, interest and fees receivable and notes payable associated with structured financings recorded at fair value

  (27,491)  (15,191)

Net margin

  93,004   44,397 
         

Operating expense:

        

Salaries and benefits

  8,239   7,510 

Card and loan servicing

  17,387   15,837 

Marketing and solicitation

  10,301   9,317 

Depreciation

  312   285 

Other

  4,968   4,801 

Total operating expense

  41,207   37,750 

Income before income taxes

  51,797   6,647 

Income tax expense

  (7,770)  (1,285)

Net income

  44,027   5,362 

Net loss attributable to noncontrolling interests

  48   63 

Net income attributable to controlling interests

  44,075   5,425 

Preferred dividends and discount accretion

  (4,687)  (2,759)

Net income attributable to common shareholders

 $39,388  $2,666 

Net income attributable to common shareholders per common share—basic

 $2.62  $0.18 

Net income attributable to common shareholders per common share—diluted

 $1.91  $0.17 
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
Interest income:       
Consumer loans, including past due fees$28,985
 $24,053
 $81,457
 $63,663
Other34
 36
 178
 188
Total interest income29,019
 24,089
 81,635
 63,851
Interest expense(7,268) (5,257) (19,504) (14,693)
Net interest income before fees and related income on earning assets and provision for losses on loans and fees receivable21,751
 18,832
 62,131
 49,158
Fees and related income on earning assets4,166
 75
 10,938
 13,840
Net recovery of charge off of loans and fees receivable recorded at fair value2,393
 1,556
 10,763
 12,607
Provision for losses on loans and fees receivable recorded at net realizable value(24,087) (17,470) (50,484) (33,012)
Net interest income, fees and related income on earning assets4,223
 2,993
 33,348
 42,593
Other operating income: 
  
    
Servicing income1,034
 885
 2,984
 3,313
Other income590
 69
 939
 214
Gain on repurchase of convertible senior notes
 
 
 1,037
Equity in income of equity-method investee164
 629
 902
 1,956
Total other operating income1,788
 1,583
 4,825
 6,520
Other operating expense: 
  
    
Salaries and benefits5,296
 6,329
 16,314
 18,242
Card and loan servicing8,687
 7,027
 23,866
 23,300
Marketing and solicitation2,072
 587
 6,731
 2,374
Depreciation236
 794
 789
 7,049
Other4,210
 3,570
 16,842
 6,199
Total other operating expense20,501
 18,307
 64,542
 57,164
Loss before income taxes(14,490) (13,731) (26,369) (8,051)
Income tax benefit22
 4,666
 3,847
 3,811
Net loss(14,468) (9,065) (22,522) (4,240)
Net (income) loss attributable to noncontrolling interests1
 
 (1) 5
Net loss attributable to controlling interests$(14,467) $(9,065) $(22,523) $(4,235)
Net loss attributable to controlling interests per common share—basic$(1.04) $(0.65) $(1.61) $(0.31)
Net loss attributable to controlling interests per common share—diluted$(1.04) $(0.65) $(1.61) $(0.31)

See accompanying notes.

Atlanticus Holdings Corporation and Subsidiaries

Consolidated Statements of Comprehensive LossShareholders’ Equity (Deficit) (Unaudited)

For the Three Months Ended March 31, 2021 and March 31, 2020

(Dollars in thousands)


 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
Net loss$(14,468) $(9,065) $(22,522) $(4,240)
Other comprehensive income: 
  
    
Foreign currency translation adjustment(1,721) 
 (1,721) 
Reclassifications of foreign currency translation adjustment to consolidated statements of operations
 
 
 600
Income tax expense related to other comprehensive income625
 
 625
 
Comprehensive loss(15,564) (9,065) (23,618) (3,640)
Comprehensive (income) loss attributable to noncontrolling interests1
 
 (1) 5
Comprehensive loss attributable to controlling interests$(15,563) $(9,065) $(23,619) $(3,635)

  

Common Stock

                  

Temporary Equity

 
  

Shares Issued

  

Amount

  

Paid-In Capital

  

Retained Deficit

  

Noncontrolling Interests

  

Total Equity

  

Class B Preferred Units

  

Series A Preferred Stock

 

Balance at December 31, 2020

  16,115,353  $  $194,950  $(117,666) $(774) $76,510  $99,350  $40,000 

Accretion of discount associated with issuance of subsidiary equity

        (75)        (75)  75    

Preferred dividends

        (4,612)        (4,612)      

Stock option exercises and proceeds related thereto

  494,900      1,696         1,696       

Compensatory stock issuances, net of forfeitures

  39,942                      

Deferred stock-based compensation costs

        545         545       

Redemption and retirement of shares

  (9,928)     (297)        (297)      

Comprehensive income

           44,075   (48)  44,027       

Balance at March 31, 2021

  16,640,267  $  $192,207  $(73,591) $(822) $117,794  $99,425  $40,000 
 


  

Common Stock

                  

Temporary Equity

 
  

Shares Issued

  

Amount

  

Paid-In Capital

  

Retained Deficit

  

Noncontrolling Interests

  

Total Equity

  

Class B Preferred Units

  

Series A Preferred Stock

 

Balance at December 31, 2019

  15,885,314  $  $212,692  $(211,786) $(571) $335  $49,050  $40,000 

Accretion of discount associated with issuance of subsidiary equity

        (75)        (75)  75    

Preferred dividends

        (2,684)        (2,684)      

Stock option exercises and proceeds related thereto

  2,000      6         6       

Compensatory stock issuances, net of forfeitures

  64,915                      

Contributions by preferred unit holders

                    50,000    

Deferred stock-based compensation costs

        368         368       

Redemption and retirement of shares

  (74,724)     (559)        (559)      

Comprehensive income

           5,425   (63)  5,362       

Balance at March 31, 2020

  15,877,505  $  $209,748  $(206,361) $(634) $2,753  $99,125  $40,000 











See accompanying notes.

Atlanticus Holdings Corporation and Subsidiaries

Consolidated Statement of Equity
For the Nine Months Ended September 30, 2017 (Unaudited)
(Dollars in thousands)
 Common Stock          
 Shares Issued Amount Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Deficit Noncontrolling Interests Total Equity
Balance at December 31, 201615,348,086
 $
 $211,646
 $
 $(205,859) $(10) $5,777
Compensatory stock issuances, net of forfeitures102,000
 
 
 
 
 
 
Contributions from owners of noncontrolling interests
 
 
 
 
 7
 7
Amortization of deferred stock-based compensation costs
 
 1,258
 
 
 
 1,258
Redemption and retirement of shares(114,618) 
 (286) 
 
 
 (286)
Other comprehensive (loss) income
 
 
 (1,096) (22,523) 1
 (23,618)
Balance at September 30, 201715,335,468
 $
 $212,618
 $(1,096) $(228,382) $(2) $(16,862)


See accompanying notes.

Atlanticus Holdings Corporation and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

  

For the Three Months Ended March 31,

 
  

2021

  

2020

 

Operating activities

        
Net income $44,027  $5,362 

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

        

Depreciation, amortization and accretion, net

  844   1,962 
Provision for losses on loans, interest and fees receivable  4,135   67,336 

Interest expense from accretion of discount on notes

  132   143 

Income from accretion of merchant fees and discount associated with receivables purchases

  (34,213)  (35,763)

Changes in fair value of loans, interest and fees receivable and notes payable associated with structured financings recorded at fair value

  27,491   15,191 

Amortization of deferred loan costs

  888   1,326 

Income from equity-method investments

  (19)  66 
Loss on repurchase of convertible senior notes  7,807    
Deferred stock-based compensation costs  545   368 
Lease liability payments  (2,584)  (2,540)

Changes in assets and liabilities:

        

Increase in uncollected fees on earning assets

  (9,517)  (13,206)

Increase in income tax liability

  7,634   1,206 

Increase (decrease) in accounts payable and accrued expenses

  658   (6,605)
Other  4,952   101 
Net cash provided by operating activities  52,780   34,947 
         

Investing activities

        

Proceeds from equity-method investee

  190   285 
Proceeds from recoveries on charged off receivables  1,892   1,484 

Investments in earning assets

  (356,011)  (276,219)

Proceeds from earning assets

  351,839   229,814 

Purchases and development of property, net of disposals

  (73)  (99)

Net cash used in investing activities

  (2,163)  (44,735)
         

Financing activities

        
Noncontrolling interests contributions     50,000 

Preferred dividends

  (4,701)  (1,497)

Proceeds from exercise of stock options

  1,696   6 
Purchase and retirement of outstanding stock  (297)  (559)

Proceeds from borrowings

  53,314   61,074 

Repayment of borrowings

  (116,069)  (72,687)
Net cash (used in) provided by financing activities  (66,057)  36,337 

Effect of exchange rate changes on cash

  6   (42)
Net (decrease) increase in cash and cash equivalents  (15,434)  26,507 

Cash and cash equivalents and restricted cash at beginning of period

  258,961   176,394 
Cash and cash equivalents and restricted cash at end of period $243,527  $202,901 

Supplemental cash flow information

        
Cash paid for interest $12,265  $13,542 
Net cash income tax payments $136  $79 
(Decrease) increase in accrued and unpaid preferred dividends $(89) $1,187 
 For the Nine Months Ended September 30,
 2017 2016
Operating activities   
Net loss$(22,522) $(4,240)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: 
  
Depreciation of rental merchandise27
 5,172
Depreciation, amortization and accretion, net762
 1,877
Losses upon charge off of loans and fees receivable recorded at fair value2,973
 4,647
Provision for losses on loans and fees receivable50,484
 33,012
Interest expense from accretion of discount on convertible senior notes406
 385
Income from accretion of discount associated with receivables purchases(41,961) (30,662)
Unrealized gain on loans and fees receivable and underlying notes payable held at fair value(4,504) (2,931)
Income from equity-method investments(902) (1,956)
Gain on repurchase of convertible senior notes
 (1,037)
Changes in assets and liabilities: 
  
Increase in uncollected fees on earning assets(1,530) (2,782)
Decrease in income tax liability(4,084) (4,521)
Decrease in deposits199
 295
Increase in accounts payable and accrued expenses22,032
 28,555
Additions to rental merchandise
 (634)
Other(13,395) (475)
Net cash (used in) provided by operating activities(12,015) 24,705
Investing activities 
  
(Increase) decrease in restricted cash(12,049) 3,252
Proceeds from equity-method investee2,882
 4,396
Investments in earning assets(335,664) (286,654)
Proceeds from earning assets282,064
 222,606
Purchases and development of property, net of disposals(229) (244)
Net cash used in investing activities(62,996) (56,644)
Financing activities 
  
Noncontrolling interests contributions, net7
 4
Purchase and retirement of outstanding stock(286) (869)
Proceeds from borrowings243,945
 156,869
Repayment of borrowings(176,417) (115,245)
Net cash provided by financing activities67,249
 40,759
Effect of exchange rate changes on cash292
 (1,133)
Net (decrease) increase in unrestricted cash(7,470) 7,687
Unrestricted cash and cash equivalents at beginning of period76,052
 51,033
Unrestricted cash and cash equivalents at end of period$68,582
 $58,720
Supplemental cash flow information 
  
Cash paid for interest$19,214
 $15,390
Net cash income tax payments$238
 $710
Supplemental non-cash information 
  
Issuance of stock options and restricted stock$1,364
 $2,310

See accompanying notes.

4

Atlanticus Holdings Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

March 31, 2021 and 2016

2020

 

1.

1.

Description of Our Business

Our accompanying consolidated financial statements include the accounts of Atlanticus Holdings Corporation (the “Company”) and those entities we control. We are primarily focused on providingfacilitating consumer credit through the use of our financial technology and related services. Through our subsidiaries, we provide technology and other support services to lenders who offer an array of financial products and services to consumers who may have been declined under traditional financing options. Inby other providers of credit.

We are principally engaged in providing products and services to lenders in the U.S. and, in most cases, we invest in the receivables originated by lenders who utilize our technology platform and other related services. As discussed further below,From time to time, we reflectalso purchase receivables portfolios from third parties. In these Notes to Consolidated Financial Statements, “receivables” or “loans” typically refer to receivables we have purchased from our business lines within two reportable segments:  Credit and Other Investments; and Auto Finance. See also Note 3, “Segment Reporting,” for further details.


bank partners or from third parties.

Within our Credit and Other Investments segment, we facilitate consumer finance programs offered by our bank partnerspartner to originate consumer loans through multiple channels, including retail and healthcare point-of-sale (collectively "point-of-sale"), direct mail solicitation, on-linedigital marketing and partnerships.through partner relationships. In the retail credit (the “point-of-sale” operations)point-of-sale channel, we partner with retailers and service providers in various industries across the United States (“U.S.”) to enable them to provide credit to their customers for the purchase of goods and services. These services of our lending partnersbank partner are often extended to consumers who may have been declined under traditional financing options.by other providers of credit. We specialize in supporting this “second look” credit service in various industriesmarket segments across the U.S. Additionally, we support lenders who market general purpose personal loans and credit cards directly to consumers (collectively, the “direct-to-consumer” operations) through additionalmultiple channels enabling them to reach consumers through a diverse origination platform which includes direct mail, Internet-based marketing and through partnerships.platform. Using our infrastructure and technology platform, we also provide loan servicing, activities, including risk management and customer service outsourcing, for third parties.

Beyond these activities within our Credit and Other Investments segment, we continue to service portfolios of credit card receivables. One of our portfolios of credit card receivables is encumbered by non-recourse structured financing, and for this portfolio our principal remaining economic interest is the servicing compensation we receive as an offset against our servicing costs given that the likely future collections on the portfolio are insufficient to allow for full repayment of the financing.

Additionally, we

We also report within our Credit and Other Investments segmentsegment: 1) the servicing income from our legacy credit card receivables, 2) the income earned from an investment in an equity-method investee that holds credit card receivables for which we are the servicer.


Lastly, we report within our Creditservicer; and Other Investments segment3) gains or losses associated with investments previously made in consumer finance technology platforms. These include investments in companies engaged in mobile technologies, marketplace lending and other financial technologies. These investments are carried at the lower of cost or market valuation as of September 30, 2017. Some of these investees have in the past raised capital at valuations substantially in excess of our associated book value. However, nonecost. None of these companies are publicly-traded and there are no material pending liquidity events, and ascribing value to these investments at this time would be speculative.

events.

Within our Auto Finance segment, our CAR subsidiary operations principally purchase andand/or service loans secured by automobiles from or for, and also provide floor plan financing for, a pre-qualified network of independent automotive dealers and automotive finance companies in the buy-here, pay-here, used car business. We purchase auto loans at a discount and with dealer retentions or holdbacks that provide risk protection. Also within our Auto Finance segment, we are providing certain installment lending products in addition to our traditional loans secured by automobiles.

On March 13, 2020, a national emergency was declared under the National Emergencies Act due to a new strain of coronavirus ("COVID-19"). On March 11, 2021, the American Rescue Plan, a $1.9 trillion stimulus package that extended and expanded benefits provided under previous legislation, was signed into law. The impacts of the new law on the economy and our consumers is currently unknown.

The duration and severity of the effects of COVID-19 on our financial condition, results of operations and liquidity remain highly uncertain. Likewise, we do not know the duration and severity of the impact of COVID-19 on all members of the Company’s ecosystem – our bank partner, merchants and consumers – as well as our employees. We continue to monitor the ongoing pandemic and have modified certain business practices including minimizing employee travel and executing on a company-wide remote work program. These practices have also been adopted by certain of our third party service partners.


2.

2.

Significant Accounting Policies and Consolidated Financial Statement Components

The following is a summary of significant accounting policies we follow in preparing our consolidated financial statements, as well as a description of significant components of our consolidated financial statements.

Basis of Presentation and Use of Estimates

We prepare our consolidated financial statements in accordance with generally accepted accounting principles in the U.S. (“GAAP”). The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our consolidated financial statements, as well as the reported amounts of revenues and expenses during each reporting


period. We base these estimates on information available to us as of the date of the financial statements. Actual results could differ materially from these estimates. Certain estimates, such as credit losses, payment rates, costs of funds, discount rates and the yields earned on credit card receivables, significantly affect the reported amount (and changes thereon) of credit cardour Loans, interest and fees receivables, that we report at fair value and our notesNotes payable associated with structured financings recorded at fair value; these estimates likewise affect the changes in these amounts reflected withinvalue on our feesconsolidated balance sheets and related income on earning assets line item on our consolidated statements of operations. Additionally, estimates of future credit losses have a significant effect on loans, interest and fees receivable, net, as shown on our consolidated balance sheets, as well as on the provision for losses on loans, interest and fees receivable within our consolidated statements of operations.
 Certain prior year amounts on our consolidated statements of operations have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. 

We have eliminated all significant intercompany balances and transactions for financial reporting purposes.


Loans, Interest and Fees Receivable

Our loans

We maintain two categories of Loans, Interest and fees receivable include loansFees Receivable on our consolidated balance sheets: those that are carried at fair value (Loans, interest and fees receivable, at fair valuevalue) and loansthose that are carried at net amortized cost (Loans, interest and fees receivable, gross.gross). For both categories of loans, interest and fees receivable, other than our Auto Finance receivables, interest and fees are discontinued when loans, interest and fees receivable become contractually 90 or more days past due. We charge off our Credit and Other Investments and Auto Finance segment receivables when they become contractually more than 180 days past due. For all of our products, we charge off receivables within 30 days of notification and confirmation of a customer’s bankruptcy or death. However, in some cases of death, we do not charge off receivables if there is a surviving, contractually liable individual or estate large enough to pay the debt in full.

Loans, Interest and Fees Receivable, at Fair Value. Loans, interest and fees receivable held at fair value represent both the receivables underlying credit card securitization trusts (the "Securitized Receivables") and those receivables for which we elected the fair value option on January 1, 2020 (the "Fair Value Receivables"). Both the Securitized Receivables and the Fair Value Receivables are held by entities that qualify as variable interest entities ("VIE"), and are consolidated onto our consolidated balance sheets, some portfolios of which are unencumbered and some of which are still encumbered under structured or other financing facilities. Loans and finance receivables include accrued and unpaid interest and fees.

Further details concerning our loans, interest and fees receivable held at fair value are presented within Note 6, “Fair Values of Assets and Liabilities.”

5

Loans, Interest and Fees Receivable, Gross. Our loans, interest and fees receivable, gross, currently consist of receivables associated with (a) a portion (those which are not part of our Fair Value Receivables) of our U.S. point-of-sale and direct-to-consumer financing and other credit products platform within our Credit and Other Investments segment and (b) our Auto Finance segment’s operations. Our Credit and Other Investments segment loans, interest and fees receivable generally are unsecured, while our Auto Finance segment loans, interest and fees receivable generally are secured by the underlying automobiles for which we hold the vehicle title. We purchased auto loans with outstanding principal of $50.5 million and $47.4 million for the three months ended March 31, 2021 and 2020, respectively, through our pre-qualified network of independent automotive dealers and automotive finance companies.

As of September 30, 2017March 31, 2021 and December 31, 2016,2020, the weighted average remaining accretion period for the $35.9$34.0 million and $23.6$39.5 million of deferred revenue reflected in the consolidated balance sheets was 11 months.

15 months and 14 months, respectively. Included within deferred revenue, are merchant fees and discounts on purchased loans of $19.6 million and $28.2 million as of March 31, 2021 and December 31, 2020, respectively.

As a result of the recent COVID-19 pandemic and subsequent declaration of a national emergency by the President on March 13, 2020 under the National Emergencies Act, certain consumers have been offered the ability to defer their payment without penalty during the national emergency period. On March 22, 2020, the federal bank regulatory agencies issued an “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus”, ("COVID-19 Guidance"). The COVID-19 Guidance encourages financial institutions to work prudently with borrowers that may be unable to meet their contractual obligations because of the effects of COVID-19. In accordance with the COVID-19 Guidance, certain consumers negatively impacted by COVID-19 have been provided short-term payment deferrals and fee waivers. Receivables enrolled in these short-term payment deferrals continue to accrue interest and their delinquency status will not change through the deferment period. As of March 31, 2021 we continue to actively work with consumers that indicate hardship as a result of COVID-19; however, the number of impacted consumers continues to be a diminishing part of our overall receivable base. In order to establish appropriate reserves for this population we considered various factors such as subsequent payment behavior and additional requests by the consumer for further deferrals or hardship claims.

��

A roll-forward (in millions) of our allowance for uncollectible loans, interest and fees receivable by class of receivable is as follows: 

For the Three Months Ended March 31, 2021

 

Credit Cards

  

Auto Finance

  

Other Unsecured Lending Products

  

Total

 

Allowance for uncollectible loans, interest and fees receivable:

                

Balance at beginning of period

 $(88.2) $(1.7) $(35.1) $(125.0)
Provision for loan losses  (4.2)  (0.1)  0.2   (4.1)
Charge offs  19.0   0.6   7.3   26.9 
Recoveries  (1.7)  (0.3)  (1.7)  (3.7)
Balance at end of period $(75.1) $(1.5) $(29.3) $(105.9)

As of March 31, 2021

 

Credit Cards

  

Auto Finance

  

Other Unsecured Lending Products

  

Total

 

Allowance for uncollectible loans, interest and fees receivable:

                

Balance at end of period individually evaluated for impairment

 $  $(0.1) $  $(0.1)
Balance at end of period collectively evaluated for impairment $(75.1) $(1.4) $(29.3) $(105.8)

Loans, interest and fees receivable:

                
Loans, interest and fees receivable, gross $322.9  $94.1  $175.9  $592.9 

Loans, interest and fees receivable individually evaluated for impairment

 $  $1.7  $  $1.7 
Loans, interest and fees receivable collectively evaluated for impairment $322.9  $92.4  $175.9  $591.2 

For the Three Months Ended March 31, 2020

 

Credit Cards

  

Auto Finance

  

Other Unsecured Lending Products

  

Total

 

Allowance for uncollectible loans, interest and fees receivable:

                

Balance at beginning of period

 $(121.3) $(1.6) $(63.4) $(186.3)

Provision for loan losses

  (51.0)  (0.8)  (15.5)  (67.3)

Charge offs

  46.2   0.9   24.3   71.4 

Recoveries

  (2.3)  (0.3)  (2.1)  (4.7)

Balance at end of period

 $(128.4) $(1.8) $(56.7) $(186.9)

As of December 31, 2020

 

Credit Cards

  

Auto Finance

  

Other Unsecured Lending Products

  

Total

 

Allowance for uncollectible loans, interest and fees receivable:

                

Balance at end of period individually evaluated for impairment

 $  $(0.3) $  $(0.3)

Balance at end of period collectively evaluated for impairment

 $(88.2) $(1.4) $(35.1) $(124.7)

Loans, interest and fees receivable:

                

Loans, interest and fees receivable, gross

 $364.2  $93.2  $210.2  $667.6 

Loans, interest and fees receivable individually evaluated for impairment

 $  $2.3  $  $2.3 

Loans, interest and fees receivable collectively evaluated for impairment

 $364.2  $90.9  $210.2  $665.3 

Recoveries, noted above, consist of amounts received from the efforts of third-party collectors we employ and through the sale of charged-off accounts to unrelated third-parties. All proceeds received, associated with charged-off accounts, are credited to the allowance for uncollectible loans, interest and fees receivable and effectively offset our provision for losses on loans, interest and fees receivable recorded at net realizable value on our consolidated statements of operations. For the three months ended March 31, 2021, $2.4 million and $1.3 million of our recoveries noted above related to collections from third-party collectors we employ and sales of charged-off accounts to unrelated third-parties, respectively. For the three months ended March 31, 2020, $3.2 million and $1.5 million of our recoveries noted above related to collections from third-party collectors we employ and sales of charged-off accounts to unrelated third-parties, respectively.

6
For the Three Months Ended September 30, 2017
Credit Cards
Auto Finance
Other Unsecured Lending Products
Total
Allowance for uncollectible loans and fees receivable:
 
 
 
 
Balance at beginning of period
$(3.2)
$(2.0)
$(36.0)
$(41.2)
Provision for loan losses
(6.2)
(0.2)
(17.7)
(24.1)
Charge offs
0.7

0.5

13.2

14.4
Recoveries
(0.1)
(0.3)
(0.8)
(1.2)
Balance at end of period
$(8.8)
$(2.0)
$(41.3)
$(52.1)









For the Nine Months Ended September 30, 2017
Credit Cards
Auto Finance
Other Unsecured Lending Products
Total
Allowance for uncollectible loans and fees receivable:
 
 
 
 
Balance at beginning of period
$(1.4)
$(2.1)
$(39.8)
$(43.3)
Provision for loan losses
(8.1)
(1.0)
(41.4)
(50.5)
Charge offs
1.9

2.1

42.2

46.2
Recoveries
(1.2)
(1.0)
(2.3)
(4.5)
Balance at end of period
$(8.8)
$(2.0)
$(41.3)
$(52.1)


As of September 30, 2017 Credit Cards Auto Finance Other Unsecured Lending Products Total
Allowance for uncollectible loans and fees receivable:        
Balance at end of period individually evaluated for impairment $
 $
 $(0.2) $(0.2)
Balance at end of period collectively evaluated for impairment $(8.8) $(2.0) $(41.1) $(51.9)
Loans and fees receivable:  
  
  
  
Loans and fees receivable, gross $61.8
 $75.5
 $222.5
 $359.8
Loans and fees receivable individually evaluated for impairment $
 $0.2
 $0.2
 $0.4
Loans and fees receivable collectively evaluated for impairment $61.8
 $75.3
 $222.3
 $359.4

For the Three Months Ended September 30, 2016
Credit Cards
Auto Finance
Other Unsecured Lending Products
Total
Allowance for uncollectible loans and fees receivable:
 
 
 
 
Balance at beginning of period
$(1.1)
$(2.0)
$(21.1)
$(24.2)
Provision for loan losses
0.1

(0.7)
(16.9)
(17.5)
Charge offs
0.5

0.8

6.9

8.2
Recoveries
(0.5)
(0.2)
(0.4)
(1.1)
Balance at end of period
$(1.0)
$(2.1)
$(31.5)
$(34.6)









For the Nine Months Ended September 30, 2016
Credit Cards
Auto Finance
Other Unsecured Lending Products
Total
Allowance for uncollectible loans and fees receivable:
 
 
 
 
Balance at beginning of period
$(1.2)
$(1.7)
$(18.6)
$(21.5)
Provision for loan losses
0.7

(2.1)
(31.6)
(33.0)
Charge offs
1.5

2.5

20.1

24.1
Recoveries
(2.0)
(0.8)
(1.4)
(4.2)
Balance at end of period
$(1.0)
$(2.1)
$(31.5)
$(34.6)


As of December 31, 2016 Credit Cards Auto Finance Other Unsecured Lending Products Total
Allowance for uncollectible loans and fees receivable:        
Balance at end of period individually evaluated for impairment $
 $(0.3) $(0.3) $(0.6)
Balance at end of period collectively evaluated for impairment $(1.4) $(1.8) $(39.5) $(42.7)
Loans and fees receivable:  
  
  
  
Loans and fees receivable, gross $11.0
 $77.1
 $202.6
 $290.7
Loans and fees receivable individually evaluated for impairment $
 $0.7
 $0.3
 $1.0
Loans and fees receivable collectively evaluated for impairment $11.0
 $76.4
 $202.3
 $289.7

An aging of our delinquent loans, interest and fees receivable, gross (in millions) by class of receivable as of September 30, 2017March 31, 2021 and December 31, 20162020 is as follows:

As of March 31, 2021

 

Credit Cards

  

Auto Finance

  

Other Unsecured Lending Products

�� 

Total

 

30-59 days past due

 $7.5  $4.6  $3.4  $15.5 
60-89 days past due  5.0   1.8   2.2   9.0 
90 or more days past due  21.2   1.7   6.8   29.7 
Delinquent loans, interest and fees receivable, gross  33.7   8.1   12.4   54.2 
Current loans, interest and fees receivable, gross  289.2   86.0   163.5   538.7 
Total loans, interest and fees receivable, gross $322.9  $94.1  $175.9  $592.9 
Balance of loans greater than 90-days delinquent still accruing interest and fees $  $1.1  $  $1.1 

As of December 31, 2020

 

Credit Cards

  

Auto Finance

  

Other Unsecured Lending Products

  

Total

 

30-59 days past due

 $12.4  $7.6  $5.1  $25.1 

60-89 days past due

  8.0   2.8   3.8   14.6 

90 or more days past due

  19.9   2.1   9.5   31.5 

Delinquent loans, interest and fees receivable, gross

  40.3   12.5   18.4   71.2 

Current loans, interest and fees receivable, gross

  323.9   80.7   191.8   596.4 

Total loans, interest and fees receivable, gross

 $364.2  $93.2  $210.2  $667.6 

Balance of loans greater than 90-days delinquent still accruing interest and fees

 $  $1.5  $  $1.5 
Balance at September 30, 2017 Credit Cards Auto Finance Other Unsecured Lending Products Total
30-59 days past due $1.7
 $6.3
 $9.3
 $17.3
60-89 days past due 0.8
 2.2
 7.1
 10.1
90 or more days past due 1.4
 1.7
 14.2
 17.3
Delinquent loans and fees receivable, gross 3.9
 10.2
 30.6
 44.7
Current loans and fees receivable, gross 57.9
 65.3
 191.9
 315.1
Total loans and fees receivable, gross $61.8
 $75.5
 $222.5
 $359.8
Balance of loans 90 or more days past due and still accruing interest and fees $
 $1.3
 $
 $1.3

Balance at December 31, 2016Credit Cards Auto Finance Other Unsecured Lending Products Total
30-59 days past due$0.2
 $7.0
 $8.2
 $15.4
60-89 days past due0.2
 2.4
 6.7
 9.3
90 or more days past due0.4
 1.9
 11.4
 13.7
Delinquent loans and fees receivable, gross0.8
 11.3
 26.3
 38.4
Current loans and fees receivable, gross10.2
 65.8
 176.3
 252.3
Total loans and fees receivable, gross$11.0
 $77.1
 $202.6
 $290.7
Balance of loans 90 or more days past due and still accruing interest and fees$
 $1.5
 $
 $1.5

Prepaid Expenses

Troubled Debt Restructurings.As part of ongoing collection efforts, once an account, the receivable of which is included in our Credit and Other Assets


Prepaid expensesInvestments segment, becomes 90 days or more past due, the related receivable is placed on a non-accrual status. Placement on a non-accrual status results in the use of programs under which the contractual interest associated with a receivable may be reduced or eliminated, or a certain amount of accrued fees is waived, provided a minimum number or amount of payments have been made. Following this adjustment, if a customer demonstrates a willingness and other assetsability to resume making monthly payments and meets certain additional criteria, we will re-age the customer’s account. When we re-age an account, we adjust the status of the account to bring a delinquent account current, but generally do not make any further modifications to the payment terms or amount owed. Once an account is placed on a non-accrual status, it is closed for further purchases. Accounts that are placed on a non-accrual status and thereafter make at least one payment qualify as troubled debt restructurings (“TDRs”). The above referenced COVID-19 Guidance issued by federal bank regulatory agencies, in consultation with the FASB staff, concluded that short-term modifications (e.g. six months) made on a good faith basis to borrowers who were impacted by COVID-19 and who were less than 30 days past due as of the implementation date of a relief program are not TDRs. Although we are not a financial institution and therefore not directly subject to the COVID-19 Guidance, we believe this constitutes an interpretation of GAAP and therefore should be applied to our accounting circumstances. As a result, the below tables exclude accounts that are included under that guidance. 

The following table details by class of receivable, the number and amount of modified loans, including TDRs that have been re-aged, as of March 31, 2021 and December 31, 2020:

  

As of

 
  

March 31, 2021

  

December 31, 2020

 
  

Point-of-sale

  

Direct-to-consumer

  

Point-of-sale

  

Direct-to-consumer

 

Number of TDRs

  11,488   31,184   12,394   37,784 

Number of TDRs that have been re-aged

  2,528   7,453   2,788   7,846 

Amount of TDRs on non-accrual status (in thousands)

 $13,539  $21,872  $14,537  $26,989 

Amount of TDRs on non-accrual status above that have been re-aged (in thousands)

 $4,115  $6,387  $4,662  $6,890 

Carrying value of TDRs (in thousands)

 $9,372  $12,607  $9,583  $14,287 

TDRs - Performing (carrying value, in thousands)*

 $8,134  $11,500  $7,420  $11,855 

TDRs - Nonperforming (carrying value, in thousands)*

 $1,238  $1,107  $2,163  $2,432 

*“TDRs - Performing” include amounts paid to third parties for marketing and other services as well asaccounts that are current on all amounts owed, to us by third parties. Prepaidwhile “TDRs - Nonperforming” include all accounts with past due amounts are expensed as the underlying related services are performed.  Also included are (1) commissions paid associated with our various office leases which we amortize into expense over the lease terms, (2) amounts due associated with reimbursements in respect of oneowed.

We do not separately reserve or impair these receivables outside of our portfoliosgeneral reserve process.

The Company modified 51,424 and (3) ongoing deferred costs associated with service contracts.43,466 accounts in the amount of $59.2 million and $55.3 million during the three month periods ended March 31, 2021 and March 31, 2020, respectively, that qualified as TDRs. The following table details by class of receivable, the number of accounts and balance of loans that completed a modification (including those that were classified as TDRs) within the prior twelve months and subsequently defaulted.

  

Twelve Months Ended

 
  

March 31, 2021

  

March 31, 2020

 
  

Point-of-sale

  

Direct-to-consumer

  

Point-of-sale

  

Direct-to-consumer

 

Number of accounts

  2,448   6,304   3,310   4,740 

Loan balance at time of charge off (in thousands)

 $3,364  $5,553  $4,965  $4,695 

Accounts Payable and Accrued Expenses


Accounts payable and accrued expenses reflect both the billed and unbilled amounts owed at the end of a period for services rendered. Also included withinCommencing in July 2019, accounts payable and accrued expenses are amounts which may beincludes payments owed in respect of oneunder a deferred payment program started with an unrelated third-party for a portion of our portfolios.


marketing expenditures. As a result of this agreement, we were able to extend the payment terms associated with our growing marketing spend between 10-37 months. 

Income Taxes


We experienced an effective income tax benefit ratesrate of 0.2% and 14.6%15.0% for the three and nine months ended September 30, 2017, respectively,March 31, 2021, compared to effective income tax benefit rates of 34.0% and 47.3%19.3% for the three and nine months ended September 30, 2016, respectively.  March 31, 2020. 

Our effective income tax benefit rates for the three and nine months ended September 30, 2017 are below the statutory rate principally due to (1) interest and penalties that we accrued on unpaid federal tax liabilities and (2) our establishment of, and increases in, our valuation allowances during such periods against our net federal deferred tax assets that arose during such periods associated with our net loss incurred during such periods. Our effective income tax benefit rate for the three months ended September 30, 2016March 31, 2021 is below the statutory rate due to (1) deductions associated with the exercise of stock options and the vesting of restricted stock at times when the fair value of our stock exceeded such share-based awards’ grant date values, (2) our deduction for income tax purposes of amounts characterized in our consolidated financial statements as dividends on a preferred stock issuance, such amounts constituting deductible interest expense on a debt issuance for tax purposes, and (3) our release of state tax valuation allowances. Partially offsetting such effects on our effective tax rate are (1) the effects of executive compensation deduction limits under Section 162(m) of the Internal Revenue Code of 1986, as amended, and (2) state and foreign income tax expense.

Our effective tax rate for the three months ended March 31, 2020 was below the statutory rate principally due to our accrualsdeduction for income tax purposes of amounts characterized in our consolidated financial statements as dividends on a preferred stock issuance, such amounts constituting deductible interest expense on a debt issuance for tax purposes, the aforementioned being partially offset by state and penalties on unpaidforeign income tax expense during such period.

We report interest expense associated with our income tax liabilities relative to our $13.7 million of pre-tax loss during that period. Our effective income(including accrued liabilities for uncertain tax benefit rate for the nine months ended September 30, 2016 was above the statutory rate principally due to income during that period of our U.K. subsidiary that was not subject to tax in the U.S. and the U.K. tax on which was fully offset by the release of U.K. valuation allowances in that period.


We report income tax-related interest and penaltiespositions) within our income tax benefit or expense line item on our consolidated statements of operations. We likewise report within such line item the reversal of such interest and penalties within the income tax benefit or expense line item to the extent that we resolveassociated with our accrual liabilities for uncertain tax positions or unpaid taxto the extent we resolve such liabilities in a manner favorable to our accruals therefor. DuringWe had de minimis interest expense or reversals thereof during the three and nine months ended September 30, 2017,March 31, 2021, and 2020.

Revenue Recognition and Revenue from Contracts with Customers

Consumer Loans, Including Past Due Fees

Consumer loans, including past due fees reflect interest income, including finance charges, and late fees on loans in accordance with the terms of the related customer agreements. Premiums, discounts and merchant fees paid or received associated with installment or auto loans that are not included as part of our income tax benefits were offset by $0.2 millionFair Value Receivables are deferred and $0.5 millionamortized over the average life of the related loans using the effective interest method. Premiums, discounts and merchant fees paid or received associated with Fair Value Receivables are recognized upon receivable acquisition. Finance charges and fees, net income tax-relatedof amounts that we consider uncollectible, are included in loans, interest and penalties charges. Duringfees receivable and revenue when the three and nine months ended September 30, 2016, we included $0.2 million and $0.6 million of net income tax-related interest and penalties within those periods’ respective income tax expense line items.


In December 2014, we reached a settlement withfees are earned based upon the IRS concerning the tax treatment of net operating losses that we incurred in 2007 and 2008 and carried back to obtain refunds of federal income taxes paid in earlier years dating back to 2003. Our net unpaid income tax assessment associated with that settlement was $7.4 million at September 30, 2017; this amount excludes unpaid interest and penalties on the tax assessment, the accruals for which aggregated $3.9 million at September 30, 2017. Prior to our filing amended return claims that would have eliminated the $7.4 million assessment (and corresponding interest and penalties) under a negotiated provisioncontractual terms of the IRS settlement, the IRS filed a lien (as is customarily the case) associated with the assessment. Subsequently, an IRS examination team denied our amended return claims, and we filed a protest with IRS Appeals. In October 2017, we attended an IRS Appeals conference related to the subject matter underlying our amended return claims, and we are in the process of preparing a supplemental submission to address matters on which the IRS Appeals Officer needed additional support.

loans.

Fees and Related Income on Earning Assets


The components (in thousands) of our fees

Fees and related income on earning assets areprimarily include fees associated with the credit products, including the receivables underlying our U.S. point-of-sale finance and direct-to-consumer platform, and our legacy credit card receivables which include the recognition of annual fee billings and cash advance fees among others.

Otherrevenue

Other revenue includes revenues associated with ancillary product offerings, interchange revenues and servicing income. We recognize these fees as follows:

 Three months ended September 30, Nine months ended September 30,
 2017 2016 2017 2016
Fees on credit products$3,248
 $944
 $6,351
 $2,599
Changes in fair value of loans and fees receivable recorded at fair value1,153
 (1,857) 2,718
 568
Changes in fair value of notes payable associated with structured financings recorded at fair value259
 259
 1,786
 2,363
Rental revenue
 758
 148
 8,091
Other(494) (29) (65) 219
Total fees and related income on earning assets$4,166
 $75
 $10,938
 $13,840

The above changesincome in the fairperiod earned.

Loss on repurchase of convertible senior notes

In periods where we repurchase outstanding convertible senior notes, we record any discount or premium paid for the repurchase (including accrued interest) relative to the amortized book value of loans and fees receivable recorded at fair value category exclude the impactnotes. In the three months ended March 31, 2021, we repurchased $14.7 million in face amount of charge offsour outstanding convertible senior notes for $18.6 million in cash (including accrued interest). The repurchase resulted in a loss of approximately $7.8 million (including the convertible senior notes’ applicable share of deferred costs, which were written off in connection with the repurchase). Upon acquisition, the notes were retired.

Other non-operating revenue

Other non-operating revenue includes revenues associated with these receivables which are separately statedinvestments in Net recoveryequity method investees and other revenues not associated with our ongoing business operations. 

Revenue from Contracts with Customers

Components (in thousands) of charge offour revenue from contracts with customers is as follows:

  

Credit and

         

For the Three Months Ended March 31, 2021

 

Other Investments

  

Auto Finance

  

Total

 

Interchange revenues, net (1)

 $2,622  $  $2,622 

Servicing income

  388   325   713 

Service charges and other customer related fees

  1,229   15   1,244 

Total revenue from contracts with customers

 $4,239  $340  $4,579 

(1) Interchange revenue is presented net of loans and feescustomer reward expense.

  

Credit and

         

For the Three Months Ended March 31, 2020

 

Other Investments

  

Auto Finance

  

Total

 

Interchange revenues, net (1)

 $1,980  $  $1,980 

Servicing income

  384   220   604 

Service charges and other customer related fees

  125   17   142 

Total revenue from contracts with customers

 $2,489  $237  $2,726 

receivable recorded at fair value on our consolidated statements

(1) Interchange revenue is presented net of operations.  See Note 6, “Fair Values of Assets and Liabilities,” for further discussion of these receivables and their effects on our consolidated statements of operations.


customer reward expense.

Recent Accounting Pronouncements


In June 2016, the FASB issued Accounting Standards Update (“ASU”("ASU") 2016-13, Measurement of Credit Losses on Financial Instruments. The guidance requires an assessment of credit losses based on expected rather than incurred losses.losses (known as the current expected credit loss model). This generally will result in the recognition of allowances for losses earlier than under current accounting guidance for trade and other receivables, held to maturity debt securities and other instruments. The FASB has added several technical amendments (ASU 2018-19, 2019-04, 2019-10 and 2019-11) to clarify technical aspects of the guidance and applicability to specific financial instruments or transactions. In May 2019, the FASB issued ASU 2019-05, which allows entities to measure assets in the scope of ASC 326-20, except held to maturity securities, using the fair value option when they adopt the new credit impairment standard. The election can be made on an instrument by instrument basis. The standard will be adopted on a prospective basis with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. ASU 2016-13 is(and ASU 2019-05) was initially effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted. While weThe FASB recently delayed the effective date of this standard until annual and interim periods beginning after December 15, 2022 for non-accelerated and smaller reporting company filers, with early adoption permitted for smaller reporting companies (among others). We are continuingcurrently in the process of reviewing accounting interpretations, including the recently added fair value option, expected data requirements and necessary changes to evaluate the effect that ASU 2016-13 will have on our consolidated financial statementsloss estimation methods, processes and related disclosures, thissystems. This standard is expected to result in an increase to our allowance for loan losses for our amortized cost receivables given the change to expected losses for the estimated life of the financial asset. If the fair value option is elected for some or all of our eligible receivables, we would expect more potential volatility in the recorded value of the assets as these receivables are remeasured each period. The extent of the increasefinancial statement impact will depend on the asset quality of the portfolio, and economic conditions and forecasts at adoption.


In March 2016, the FASB issued ASU 2016-07, Simplifying the Transition to the Equity Method of Accounting. The ASU eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively, as if the equity method had been in effect during all previous periods that the investment had been held. The ASU requires that the cost of acquiring the additional interest in the investee should be combined with the current basis of the investor’s previously held interest and the equity method of accounting should be adopted as of the date the investment becomes qualified for equity method accounting. No retroactive adjustment of the investment is required. The ASU also requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings, the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The ASU was effective January 1, 2017. The impact of adoption of this authoritative guidance did not result in a material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires lessees to recognize assets and liabilities for most leases, changing certain aspects of current lessor accounting, among other things. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption of ASU 2016-02 will result in the Company recognizing a right-of-use asset and lease liability on the consolidated balance sheet based on the present value of remaining operating lease payments. We do not expect the adoption of ASU 2016-02 to have a material impact on our consolidated financial statements due to the limited lease activity we are involved in.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 establishes a principles-based model under which revenue from a contract is allocated to the distinct performance obligations within the contract and recognized in income as each performance obligation is satisfied. Additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract is also required. In August 2015, the FASB delayed the effective date by one year and the guidance will now be effective for annual and interim periods beginning January 1, 2018 and early adoption is permitted. We do not plan to early adopt the guidance. The scope of ASU 2014-09 excludes interest and fee income on loans and as a result, the majority of our revenue will not be affected. As such the adoption of this standard, outside of the additional disclosures required under the standard, will not have a material impact on our consolidated financial statements.

Subsequent Events

We evaluate subsequent events that occur after our consolidated balance sheet date but before our consolidated financial statements are issued. There are two types of subsequent events: (1)(1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements; and (2)(2) nonrecognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. 

We have evaluated subsequent events occurring after September 30, 2017, March 31, 2021, and based on our evaluation we did not identify any recognized or nonrecognized subsequent events that would have required further adjustments to our consolidated financial statements.

8




3.Segment Reporting

 

3.

Segment Reporting

We operate primarily within one industry consisting of two reportable segments by which weand manage our business. Ourbusiness through the following two reportable segments are:segments: Credit and Other Investments, and Auto Finance.


As of both September 30, 2017 and December 31, 2016, we did not have a material amount of long-lived assets located outside of the U.S., and only a negligible portion of our revenues for the nine months ended September 30, 2017 and 2016 were generated outside of the U.S.

We measure the profitability of our reportable segments based on their income after allocation of specific costs and corporate overhead; however, our segment results do not reflect any charges for internal capital allocations among our segments. Overhead costs are allocated based on headcounts and other applicable measures to better align costs with the associated revenues.

Summary operating segment information (in thousands) is as follows:

Three Months Ended March 31, 2021

 

Credit and Other Investments

  

Auto Finance

  

Total

 

Revenue:

            

Consumer loans, including past due fees

 $94,110  $8,186  $102,296 

Fees and related income on earning assets

  37,003   17   37,020 

Other revenue

  4,238   341   4,579 

Other non-operating revenue

  835   5   840 

Total revenue

  136,186   8,549   144,735 

Interest expense

  (12,044)  (254)  (12,298)

Loss on repurchase of convertible senior notes

  (7,807)     (7,807)

Provision for losses on loans, interest and fees receivable recorded at net realizable value

  (4,007)  (128)  (4,135)

Changes in fair value of loans, interest and fees receivable and notes payable associated with structured financings recorded at fair value

  (27,491)     (27,491)

Net margin

 $84,837  $8,167  $93,004 

Income before income taxes

 $49,304  $2,493  $51,797 

Income tax expense

 $(7,163) $(607) $(7,770)

Total assets

 $1,117,215  $82,280  $1,199,495 

Three Months Ended March 31, 2020

 

Credit and Other Investments

  

Auto Finance

  

Total

 

Revenue:

            

Consumer loans, including past due fees

 $95,253  $7,894  $103,147 

Fees and related income on earning assets

  34,627   18   34,645 

Other revenue

  2,489   237   2,726 

Other non-operating revenue

  (13)  3   (10)

Total revenue

  132,356   8,152   140,508 

Interest expense

  (13,175)  (409)  (13,584)

Provision for losses on loans, interest and fees receivable recorded at net realizable value

  (66,530)  (806)  (67,336)

Changes in fair value of loans, interest and fees receivable and notes payable associated with structured financings recorded at fair value

  (15,191)     (15,191)

Net margin

 $37,460  $6,937  $44,397 

Income before income taxes

 $5,067  $1,580  $6,647 

Income tax expense

 $(876) $(409) $(1,285)

Total assets

 $891,748  $80,136  $971,884 
Three months ended September 30, 2017  Credit and Other Investments Auto Finance Total
Interest income:      
Consumer loans, including past due fees $21,901
 $7,084
 $28,985
Other 34
 
 34
Total interest income 21,935
 7,084
 29,019
Interest expense (6,998) (270) (7,268)
Net interest income before fees and related income on earning assets and provision for losses on loans and fees receivable $14,937
 $6,814
 $21,751
Fees and related income on earning assets $4,137
 $29
 $4,166
Servicing income $831
 $203
 $1,034
Depreciation of rental merchandise $
 $
 $
Equity in income of equity-method investee $164
 $
 $164
(Loss) income before income taxes $(16,547) $2,057
 $(14,490)
Income tax benefit (expense) $655
 $(633) $22
       
Nine months ended September 30, 2017 Credit and Other Investments Auto Finance Total
Interest income:      
Consumer loans, including past due fees $60,320
 $21,137
 $81,457
Other 178
 
 178
Total interest income 60,498
 21,137
 81,635
Interest expense (18,758) (746) (19,504)
Net interest income before fees and related income on earning assets and provision for losses on loans and fees receivable $41,740
 $20,391
 $62,131
Fees and related income on earning assets $10,859
 $79
 $10,938
Servicing income $2,332
 $652
 $2,984
Depreciation of rental merchandise $(27) $
 $(27)
Equity in income of equity-method investee $902
 $
 $902
(Loss) income before income taxes $(32,071) $5,702
 $(26,369)
Income tax benefit (expense) $5,677
 $(1,830) $3,847
Total assets $363,526
 $65,541
 $429,067


Three months ended September 30, 2016 Credit and Other Investments Auto Finance Total
Interest income:      
Consumer loans, including past due fees $16,701
 $7,352
 $24,053
Other 36
 
 36
Total interest income 16,737
 7,352
 24,089
Interest expense (4,944) (313) (5,257)
Net interest income before fees and related income on earning assets and provision for losses on loans and fees receivable $11,793
 $7,039
 $18,832
Fees and related income on earning assets $92
 $(17) $75
Servicing income $645
 $240
 $885
Gain on repurchase of convertible senior notes $
 $
 $
Depreciation of rental merchandise $(458) $
 $(458)
Equity in income of equity-method investee $629
 $
 $629
(Loss) income before income taxes $(15,709) $1,978
 $(13,731)
Income tax benefit (expense)
 $5,296
 $(630) $4,666
       
Nine months ended September 30, 2016 Credit and Other Investments Auto Finance Total
Interest income:      
Consumer loans, including past due fees $42,018
 $21,645
 $63,663
Other 188
 
 188
Total interest income 42,206
 21,645
 63,851
Interest expense (13,735) (958) (14,693)
Net interest income before fees and related income on earning assets and provision for losses on loans and fees receivable $28,471
 $20,687
 $49,158
Fees and related income on earning assets $13,761
 $79
 $13,840
Servicing income $2,569
 $744
 $3,313
Gain on repurchase of convertible senior notes $1,037

$

$1,037
Depreciation of rental merchandise $(5,172) $
 $(5,172)
Equity in income of equity-method investee $1,956
 $
 $1,956
(Loss) income before income taxes
 $(13,047) $4,996
 $(8,051)
Income tax benefit (expense) $5,500
 $(1,689) $3,811
Total assets $267,390
 $68,440
 $335,830

4.Shareholders’ Equity

During the three and nine months ended September 30, 2017, we repurchased and contemporaneously retired 107,916 and 114,618 shares of our common stock at an aggregate cost of $268,000 and $286,000, respectively, pursuant to both open market and private purchases and the return of stock by holders of equity incentive awards to pay tax withholding obligations. During the three and nine months ended September 30, 2016, we repurchased and contemporaneously retired 39,580 and 286,223 shares of our common stock at an aggregate cost of $124,000 and $869,000, respectively, pursuant to both open market and private purchases and the return of stock by holders of equity incentive awards to pay tax withholding obligations.

We had 1,459,233 loaned shares outstanding at September 30, 2017 and December 31, 2016, which were originally lent in connection with our November 2005 issuance of convertible senior notes. We retire lent shares as they are returned to us.


5.Investment in Equity-Method Investee

 
Our equity-method investment outstanding at September 30, 2017 consists of our 66.7% interest in a joint venture formed to purchase a credit card receivable portfolio.

In the following tables, we summarize (in thousands) balance sheet and results of operations data for our equity-method investee:
 As of
 September 30, 2017 December 31, 2016
Loans and fees receivable, at fair value$6,833
 $9,650
Total assets$7,145
 $10,291
Total liabilities$28
 $204
Members’ capital$7,117
 $10,087

 Three months ended September 30, Nine months ended September 30,
 2017 2016 2017 2016
Net interest income, fees and related income on earning assets$247
 $949
 $1,358
 $2,957
Net income$159
 $822
 $1,067
 $2,537
Net income attributable to our equity investment in investee$164
 $629
 $902
 $1,956

4.

6.Fair Values of Assets

Shareholders’ Equity and LiabilitiesPreferred Stock


Valuations and Techniques for Assets
Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The table below summarizes (in thousands) by fair value hierarchy the September 30, 2017 and December 31, 2016 fair values and carrying amounts of (1) our assets that are required to be carried at fair value in our consolidated financial statements and (2) our assets not carried at fair value, but for which fair value disclosures are required:
Assets – As of September 30, 2017 (1) Quoted Prices in Active
Markets for Identical Assets (Level 1)
 Significant Other
Observable Inputs (Level 2)
 Significant
Unobservable Inputs (Level 3)
 Carrying Amount of Assets
Loans and fees receivable, net for which it is practicable to estimate fair value $
 $
 $310,557
 $271,824
Loans and fees receivable, at fair value $
 $
 $12,019
 $12,019

Assets – As of December 31, 2016 (1) Quoted Prices in Active
Markets for Identical Assets (Level 1)
 Significant Other
Observable Inputs (Level 2)
 Significant
Unobservable Inputs (Level 3)
 Carrying Amount of Assets
Loans and fees receivable, net for which it is practicable to estimate fair value $
 $
 $248,171
 $223,783
Loans and fees receivable, at fair value $
 $
 $15,648
 $15,648
(1)For cash, deposits and other short-term investments, the carrying amount is a reasonable estimate of fair value.


For those asset classes above that are required to be carried at fair value in our consolidated financial statements, gains and losses associated with fair value changes are detailed on our fees and related income on earning assets table within Note 2, “Significant Accounting Policies and Consolidated Financial Statement Components.”

For Level 3 assets carried at fair value measured on a recurring basis using significant unobservable inputs, the following table presents (in thousands) a reconciliation of the beginning and ending balances for the nine months ended September 30, 2017 and 2016:
 Loans and Fees Receivable, at
Fair Value
 2017 2016
Balance at January 1,$15,648
 $26,706
Total gains—realized/unrealized:  

Net revaluations of loans and fees receivable, at fair value2,718
 568
Settlements(6,398) (8,590)
Impact of foreign currency translation51
 (239)
Balance at September 30,$12,019
 $18,445
The unrealized gains and losses for assets within the Level 3 category presented in the tables above include changes in fair value that are attributable to both observable and unobservable inputs. Impacts related to foreign currency translation are included as a component of other operating expense on the consolidated statements of operations.
Net Revaluation of Loans and Fees Receivable. We record the net revaluation of loans and fees receivable (including those pledged as collateral) in the fees and related income on earning assets category in our consolidated statements of operations, specifically as changes in fair value of loans and fees receivable recorded at fair value.


For Level 3 assets carried at fair value measured on a recurring basis using significant unobservable inputs, the following table presents (in thousands) quantitative information about the valuation techniques and the inputs used in the fair value measurement as of September 30, 2017 and December 31, 2016:
Quantitative Information about Level 3 Fair Value Measurements
Fair Value Measurements Fair Value at September 30, 2017 Valuation Technique Unobservable Input Range (Weighted Average)
Loans and fees receivable, at fair value $12,019
 Discounted cash flows Gross yield 16.3% to 26.7% (24.9%)
   
   Principal payment rate 1.7% to 2.8% (2.4%)
   
   Expected credit loss rate 11.2% to 13.4% (11.6%)
   
   Servicing rate 9.6% to 11.6% (9.8%)
   
   Discount rate 5.8% to 14.0% (12.7%)

Quantitative Information about Level 3 Fair Value Measurements
Fair Value Measurements Fair Value at December 31, 2016 Valuation Technique Unobservable Input Range (Weighted Average)
Loans and fees receivable, at fair value $15,648
 Discounted cash flows Gross yield 24.2% to 35.8% (26.1%)
   
   Principal payment rate 2.2% to 3.5% (2.4%)
   
   Expected credit loss rate 11.8% to 18.0% (12.9%)
   
   Servicing rate 8.6% to 9.6% (8.8%)
   
   Discount rate 5.8% to 13.6% (12.5%)




Valuations and Techniques for Liabilities
Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the liability. The table below summarizes (in thousands) by fair value hierarchy the September 30, 2017 and December 31, 2016 fair values and carrying amounts of (1) our liabilities that are required to be carried at fair value in our consolidated financial statements and (2) our liabilities not carried at fair value, but for which fair value disclosures are required:
Liabilities – As of September 30, 2017 Quoted Prices in Active
Markets for Identical Assets (Level 1)
 Significant Other
Observable Inputs (Level 2)
 Significant
Unobservable Inputs (Level 3)
 Carrying Amount of Liabilities
Liabilities not carried at fair value        
Revolving credit facilities $
 $
 $143,834
 $143,834
Amortizing debt facilities $
 $
 $66,191
 $66,191
Senior secured term loan $
 $
 $40,000
 $40,000
5.875% convertible senior notes $
 $39,064
 $
 $61,238
Liabilities carried at fair value  
  
  
  
Notes payable associated with structured financings, at fair value $
 $
 $9,769
 $9,769

Liabilities - As of December 31, 2016 Quoted Prices in Active
Markets for Identical Assets (Level 1)
  Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Amount of Liabilities
Liabilities not carried at fair value  
  
  
  
Revolving credit facilities $
 $
 $83,399
 $83,399
Amortizing debt facilities $
 $
 $58,190
 $58,190
Senior secured term loan $
 $
 $40,000
 $40,000
5.875% convertible senior notes $
 $40,609
 $
 $60,791
Liabilities carried at fair value  
  
  
  
Notes payable associated with structured financings, at fair value $
 $
 $12,276
 $12,276

For our material Level 3 liabilities carried at fair value measured on a recurring basis using significant unobservable inputs, the following table presents (in thousands) a reconciliation of the beginning and ending balances for the nine months ended September 30, 2017 and 2016.
 Notes Payable Associated with
Structured Financings, at Fair Value
 2017 2016
Beginning balance, January 1$12,276
 $20,970
Total (gains) losses—realized/unrealized: 
  
Net revaluations of notes payable associated with structured financings, at fair value(1,786) (2,363)
Repayments on outstanding notes payable, net(721) (4,240)
Ending balance, September 30,$9,769
 $14,367

The unrealized gains and losses for liabilities within the Level 3 category presented in the table above include changes in fair value that are attributable to both observable and unobservable inputs. We provide below a brief description of the valuation techniques used for Level 3 liabilities.


Net Revaluation of Notes Payable Associated with Structured Financings, at Fair Value. We record the net revaluations of notes payable associated with structured financings, at fair value, in the changes in fair value of notes payable associated with structured financings line item within the fees and related income on earning assets category of our consolidated statements of operations.

For material Level 3 liabilities carried at fair value measured on a recurring basis using significant unobservable inputs, the following table presents (in thousands) quantitative information about the valuation techniques and the inputs used in the fair value measurement as of September 30, 2017 and December 31, 2016:
Quantitative Information about Level 3 Fair Value Measurements
Fair Value Measurements Fair Value at September 30, 2017 Valuation Technique Unobservable Input Weighted Average
Notes payable associated with structured financings, at fair value $9,769
 Discounted cash flows Gross yield 26.7%
   
   Principal payment rate 2.6%
   
   Expected credit loss rate 11.2%
   
   Discount rate 14.0%

Quantitative Information about Level 3 Fair Value Measurements
Fair Value Measurements Fair Value at December 31, 2016 Valuation Technique Unobservable Input Weighted Average
Notes payable associated with structured financings, at fair value $12,276
 Discounted cash flows Gross yield 24.6%
   
   Principal payment rate 2.2%
   
   Expected credit loss rate 11.8%
   
   Discount rate 13.6%

Other Relevant Data
Other relevant data (in thousands) as of September 30, 2017 and December 31, 2016 concerning certain assets and liabilities we carry at fair value are as follows:
As of September 30, 2017 Loans and Fees
Receivable at
Fair Value
 Loans and Fees Receivable Pledged as Collateral under Structured Financings at Fair Value
Aggregate unpaid principal balance within loans and fees receivable that are reported at fair value $4,810
 $12,473
Aggregate fair value of loans and fees receivable that are reported at fair value $2,250
 $9,769
Aggregate fair value of receivables carried at fair value that are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies) $5
 $24
Aggregate excess of balance of unpaid principal receivables within loans and fees receivable that are reported at fair value and are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies) over the fair value of such loans and fees receivable $110
 $347

As of December 31, 2016 Loans and Fees
Receivable at
Fair Value
 Loans and Fees
Receivable Pledged as Collateral under Structured Financings at Fair Value
Aggregate unpaid principal balance within loans and fees receivable that are reported at fair value $6,251
 $16,614
Aggregate fair value of loans and fees receivable that are reported at fair value $3,484
 $12,164
Aggregate fair value of receivables carried at fair value that are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies) $6
 $22
Aggregate excess of balance of unpaid principal receivables within loans and fees receivable that are reported at fair value and are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies) over the fair value of such loans and fees receivable $204
 $562

Notes Payable Notes Payable Associated with Structured Financings, at Fair Value as of September 30, 2017 Notes Payable Associated with Structured Financings, at Fair Value as of December 31, 2016
Aggregate unpaid principal balance of notes payable $101,314
 $102,035
Aggregate fair value of notes payable $9,769
 $12,276

7.Notes Payable
Notes Payable Associated with Structured Financings, at Fair Value
Scheduled (in millions) in the table below are (1) the carrying amount of our structured financing note secured by certain credit card receivables and reported at fair value as of September 30, 2017 and December 31, 2016, (2) the outstanding face amount of our structured financing note secured by certain credit card receivables and reported at fair value as of September 30, 2017, and (3) the carrying amount of the credit card receivables and restricted cash that provide the exclusive means of repayment for the note (i.e., lenders have recourse only to the specific credit card receivables and restricted cash underlying each respective facility and cannot look to our general credit for repayment) as of September 30, 2017 and December 31, 2016.
 Carrying Amounts at Fair Value as of
 September 30, 2017 December 31, 2016
Amortizing securitization facility (stated maturity of December 2021), outstanding face amount of $101.3 million as of September 30, 2017 ($102.0 million as of December 31, 2016) bearing interest at a weighted average 6.5% interest rate at September 30, 2017 (6.1% at December 31, 2016), which is secured by credit card receivables and restricted cash aggregating $9.8 million as of September 30, 2017 ($12.3 million as of December 31, 2016) in carrying amount$9.8
 $12.3
Contractual payment allocations within this credit card receivables structured financing provide for a priority distribution of cash flows to us to service the credit card receivables, a distribution of cash flows to pay interest and principal due on the notes, and a distribution of all excess cash flows (if any) to us. The structured financing facility in the above table is amortizing down along with collections of the underlying receivables and there are no provisions within the debt agreement that allow for acceleration or bullet repayment of the facility prior to its scheduled expiration date. The aggregate carrying amount of the credit card receivables and restricted cash that provide security for the $9.8 million in fair value of the structured financing note in the above table is $9.8 million, which means that we have no aggregate exposure to pre-tax equity loss associated with the above structured financing arrangement at September 30, 2017.

Beyond our role as servicer of the underlying assets within the credit cards receivables structured financing, we have provided no other financial or other support to the structure, and we have no explicit or implicit arrangements that could require us to provide financial support to the structure.

Notes Payable, at Face Value and Notes Payable to Related Parties
Other notes payable outstanding as of September 30, 2017 and December 31, 2016 that are secured by the financial and operating assets of either the borrower, another of our subsidiaries or both, include the following, scheduled (in millions); except as otherwise noted, the assets of our holding company (Atlanticus Holdings Corporation) are subject to creditor claims under these scheduled facilities:
 As of
 September 30, 2017 December 31, 2016
Revolving credit facilities at a weighted average interest rate equal to 7.1% at September 30, 2017 (4.8% at December 31, 2016) secured by the financial and operating assets of CAR and/or certain receivables and restricted cash with a combined aggregate carrying amount of $194.2 million as of September 30, 2017 ($127.9 million at December 31, 2016)   
Revolving credit facility, not to exceed $40.0 million (expiring November 1, 2018) (3)26.2

29.2
Revolving credit facility, not to exceed $50.0 million (expiring October 30, 2019) (1) (2)49.2
 34.7
Revolving credit facility, not to exceed $20.0 million (expiring December 31, 2019) (1) (2)19.7
 19.5
Revolving credit facility, not to exceed $90.0 million (expiring February 8, 2022) (1) (4)50.0
 
Amortizing facilities at a weighted average interest rate equal to 5.8% at September 30, 2017 (5.4% at December 31, 2016) secured by certain receivables and restricted cash with a combined aggregate carrying amount of $76.6 million as of September 30, 2017 ($69.9 million as of December 31, 2016)   
Amortizing debt facility (repaid in June 2017) (1) (2) (5)

20.4
Amortizing debt facility (repaid in September 2017) (1) (2)
 9.7
Amortizing debt facility (expiring March 31, 2018) (1) (2) (5)7.3
 14.6
Amortizing debt facility (expiring June 30, 2018) (1) (2) (5)27.5
 
Amortizing debt facility (expiring August 15, 2018) (1) (2)5.4
 6.0
Amortizing debt facility (expiring September 14, 2018) (1) (2)10.0
 7.5
Amortizing debt facility (expiring November 30, 2018) (1) (2) (5)16.0


Other facilities   
Senior secured term loan from related parties (expiring November 22, 2017) that is secured by certain assets of the Company with an annual interest rate equal to 9.0% (4)40.0
 40.0
Total notes payable before unamortized debt issuance costs and discounts251.3
 181.6
Unamortized debt issuance costs and discounts2.3
 0.4
Total notes payable outstanding, net$249.0
 $181.2
(1)Loans are subject to certain affirmative covenants tied to default rates and other performance metrics the failure of which could result in required early repayment of the remaining unamortized balances of the notes.
(2)These notes reflect modifications to either extend the maturity date, increase the loaned amount or both.
(3)Loan is subject to certain affirmative covenants, including a coverage ratio, a leverage ratio and a collateral performance test, the failure of which could result in required early repayment of all or a portion of the outstanding balance by our CAR Auto Finance operations.
(4)See below for additional information.
(5)Loans are comprised of three tranches with the same lenders. Terms and conditions are substantially identical with the exception of maturity date as indicated in the table above.

On November 26, 2014, we and certain of our subsidiaries entered into a Loan and Security Agreement with Dove Ventures, LLC, a Nevada limited liability company (“Dove”). The agreement providesprovided for a senior secured term loan facility in an amount of up to $40.0 million at any time outstanding. TheOn December 27, 2019, the Company issued 400,000 shares (10,000,000 shares authorized, 400,000 shares outstanding) of its Series A Preferred Stock with an aggregate initial liquidation preference of $40.0 million, in exchange for full satisfaction of the $40.0 million that the Company owed Dove under the Loan and Security AgreementAgreement. Dividends on the preferred stock are 6% per annum (cumulative, non-compounding) and are payable as declared, and in preference to any common stock dividends, in cash. The Series A Preferred Stock is fully drawn with $40.0 million outstanding asperpetual and has no maturity date. The Company may, at its option, redeem the shares of September 30, 2017. In November 2016,Series A Preferred Stock on or after January 1, 2025 at a redemption price equal to $100 per share, plus any accumulated and unpaid dividends. At the agreement was amended to extend the maturity daterequest of a majority of the term loanholders of the Series A Preferred Stock, the Company shall offer to November 22, 2017. All other terms remain unchanged.


Our obligations underredeem all of the agreement are guaranteed by certain subsidiary guarantorsSeries A Preferred Stock at a redemption price equal to $100 per share, plus any accumulated and secured by a pledge of certain assets of ours and the subsidiary guarantors. The loans bear interestunpaid dividends, at the rateoption of 9.0%the holders thereof, on or after January 1, 2024. Upon the election by the holders of a majority of the Series A Preferred Stock, each share of the Series A Preferred Stock is convertible into the number of shares of the Company’s common stock as is determined by dividing (i) the sum of (a) $100 and (b) any accumulated and unpaid dividends on such share by (ii) an initial conversion price equal to $10 per annum, payable monthly in arrears. The principal amount of these loans is payable in a single installment on November 22, 2017 (as amended). The agreement includes customary affirmative and negative covenants, as well as customary representations, warranties and events of default. Subjectshare, subject to certain conditions,adjustment in certain circumstances to prevent dilution. Given the redemption rights contained within the Series A Preferred Stock, we can prepayaccount for the principal amountsoutstanding preferred stock as temporary equity in the consolidated balance sheets. Dividends paid on the Series A Preferred Stock are deducted from Net income attributable to controlling interests to derive Net income attributable to common shareholders. The common stock issuable upon conversion of these loans without premium or penalty.

Series A Preferred Stock is included in our calculation of Net income attributable to common shareholders per share—diluted. See Note 12, “Net Income Attributable to Controlling Interests Per Common Share” for more information.

Dove is a limited liability company owned by three trusts. David G. Hanna is the sole shareholder and the President of the corporation that serves as the sole trustee of one of the trusts, and David G. Hanna and members of his immediate family are the beneficiaries of this trust. Frank J. Hanna, III is the sole shareholder and the President of the corporation that serves as the sole trustee of the other two trusts, and Frank J. Hanna, III and members of his immediate family are the beneficiaries of these other two trusts.

During the three months ended March 31, 2021 and 2020, we repurchased and contemporaneously retired 9,928 and 74,724 shares of our common stock at an aggregate cost of $297,000 and $559,000, respectively, pursuant to both open market and private purchases and the return of stock by holders of equity incentive awards to pay tax withholding obligations. 

We had 1,459,233 loaned shares outstanding at March 31, 2021 and December 31, 2020, which were originally lent in connection with our November 2005 issuance of convertible senior notes. We retire lent shares as they are returned to us.

On November 14, 2019, a wholly-owned subsidiary issued 50.5 million Class B preferred units at a purchase price of $1.00 per unit to an unrelated third party. The units carry a 16% preferred return to be paid quarterly, with up to 6 percentage points of the preferred return to be paid through the issuance of additional units or cash, at our election. The units have both call and put rights and are also subject to various covenants including a minimum book value, which if not satisfied, could allow for the securities to be put back to the subsidiary. On March 30, 2020, the subsidiary issued an additional 50.0 million Class B preferred units under the same terms. The proceeds from the transaction are being used for general corporate purposes. We have included the issuance of these Class B preferred units as temporary noncontrolling interest on the consolidated balance sheets. Dividends paid on the Class B preferred units are deducted from Net income attributable to controlling interests to derive Net income attributable to common shareholders. See Note 12, “Net Income Attributable to Controlling Interests Per Common Share” for more information.


5.

Investment in Equity-Method Investee

Our equity-method investment outstanding at March 31, 2021consists of our 66.7% interest in a joint venture formed to purchase a credit card receivable portfolio.

In the following tables, we summarize (in thousands) balance sheet and results of operations data for our equity-method investee:

  

As of

 
  

March 31, 2021

  December 31, 2020 

Loans, interest and fees receivables, at fair value

 $1,718  $1,994 

Total assets

 $1,848  $2,105 

Total liabilities

 $9  $10 

Members’ capital

 $1,839  $2,095 

  

Three Months Ended March 31,

 
  

2021

  

2020

 

Net margin

 $55  $(61)

Net income

 $29  $(99)

Net income attributable to our equity investment investee

 $19  $(66)

6.

Fair Values of Assets and Liabilities

As previously discussed, as of January 1, 2020, we elected the fair value option to account for certain loans receivable associated with our point-of-sale and direct-to-consumer platform that are acquired on or after January 1, 2020. We estimate the fair value of these receivables using a discounted cash flow model, and reevaluate the fair value of our Fair Value Receivables at the end of each quarter. Additionally, we may adjust our models to reflect macro events that we believe market participants would consider relevant. With the aforementioned market impacts of COVID-19 and related government stimulus and relief measures, we have included some expected market degradation in our model to reflect the possibility of delinquency rates increasing in the near term (and the corresponding increase in chargeoffs and decrease in payments) above the level that historical trends would suggest.

We previously elected the fair value option with respect to our credit card loans, interest and fees receivable portfolios, the retained interests in which we historically recorded at fair value under securitization structures that were off balance sheet prior to accounting rules changes requiring their consolidation into our financial statements.

Fair value differs from amortized cost accounting in various ways. Under the fair value option credit losses are recognized through income as they are incurred rather than through the establishment of an allowance and provision for losses. We update our fair value analysis each quarter, with changes since the prior reporting period reflected as a component of "Changes in fair value of loans, interest and fees receivable and notes payable associated with structured financings recorded at fair value" in the consolidated statements of operations. Changes in interest rates, credit spreads, realized and projected credit losses and cash flow timing will lead to changes in the fair value of loans, interest and fees receivable and notes payable associated with structured financings recorded at fair value and therefore impact earnings. 

Fair value differs from amortized cost accounting in the following ways:

Receivables and notes are recorded at their fair value, not their principal and fee balance or cost basis;
The fair value of the loans takes into consideration net charge-offs for the remaining life of the loans with no separate allowance for loan loss calculation;
Certain fee billings (such as annual or merchant fees) and expenses of loans and notes are no longer deferred but recognized (when billed or incurred) in income or expense, respectively;
Changes in the fair value of loans and notes impact recorded revenues; and
Net charge-offs are recognized as they occur.

For all of our other receivables and debt (other than the notes payable underlying our formerly off-balance sheet credit card securitization structures), we have not elected the fair value option. Nevertheless, pursuant to applicable requirements, we include disclosures of the fair value of these other items to the extent practicable within the disclosures below. Additionally, we have other liabilities, associated with consolidated legacy credit card securitization trusts, that we are required to carry at fair value in our consolidated financial statements, and they also are addressed within the disclosures below.

Where applicable as noted above, we account for our financial assets and liabilities at fair value based upon a three-tiered valuation system. In general, fair values determined by Level 1 inputs use quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Fair values determined by Level 2 inputs use inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Where inputs used to measure fair value may fall into different levels of the fair value hierarchy, the level in the fair value hierarchy within which the fair value measurement in its entirety has been determined is based on the lowest level input that is significant to the fair value measurement in its entirety.

Valuations and Techniques for Assets

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The table below summarizes (in thousands) by fair value hierarchy the March 31, 2021 and December 31, 2020 fair values and carrying amounts of (1) our assets that are required to be carried at fair value in our consolidated financial statements and (2) our assets not carried at fair value, but for which fair value disclosures are required:

Assets – As of March 31, 2021 (1)

 

Quoted Prices in Active Markets for Identical Assets (Level 1)

  

Significant Other Observable Inputs (Level 2)

  

Significant Unobservable Inputs (Level 3)

  

Carrying Amount of Assets

 
Loans, interest and fees receivable, net for which it is practicable to estimate fair value $  $  $520,556  $453,058 

Loans, interest and fees receivable, at fair value

 $  $  $481,434  $481,434 

Assets – As of December 31, 2020 (1)

 

Quoted Prices in Active Markets for Identical Assets (Level 1)

  

Significant Other Observable Inputs (Level 2)

  

Significant Unobservable Inputs (Level 3)

  

Carrying Amount of Assets

 

Loans, interest and fees receivable, net for which it is practicable to estimate fair value

 $  $  $586,908  $503,139 

Loans, interest and fees receivable, at fair value

 $  $  $417,098  $417,098 

(1)

For cash, deposits and investments in equity securities, the carrying amount is a reasonable estimate of fair value.

For those asset classes above that are required to be carried at fair value in our consolidated financial statements, gains and losses associated with fair value changes are detailed on our consolidated statements of operations as a component of "Changes in fair value of loans, interest and fees receivable and notes payable associated with structured financings recorded at fair value". For our loans, interest and fees receivable included in the above tables, we assess the fair value of these assets based on our estimate of future cash flows net of servicing costs, and to the extent that such cash flow estimates change from period to period, any such changes are considered to be attributable to changes in instrument-specific credit risk.

For Level 3 assets carried at fair value measured on a recurring basis using significant unobservable inputs, the following table presents (in thousands) a reconciliation of the beginning and ending balances for the three months ended March 31, 2021 and 2020:

  

Loans, Interest and Fees Receivables, at Fair Value

 
  

2021

  

2020

 

Balance at January 1,

 $417,098  $4,386 

Total gains—realized/unrealized:

        

Net revaluations of loans, interest and fees receivable, at fair value

  (13,303)  (15,487)
Chargeoffs, net of recoveries  (14,316)  (266)
Purchases  250,469   102,485 
Settlements  (211,065)  (13,765)
Finance and fees  52,551   12,041 
Balance at March 31, $481,434  $89,394 

The unrealized gains and losses for assets within the Level 3 category presented in the tables above include changes in fair value that are attributable to both observable and unobservable inputs. Impacts related to foreign currency translation are included as a component of other operating expense on the consolidated statements of operations when recognized.

Net Revaluation of Loans, Interest and Fees Receivable. We record the net revaluation of loans, interest and fees receivable (including those pledged as collateral) in the Changes in fair value of loans, interest and fees receivable and notes payable associated with structured financings recorded at fair value category in our consolidated statements of operations. The net revaluation of loans, interest and fees receivable is based on the present value of future cash flows using a valuation model of expected cash flows and the estimated cost to service and collect those cash flows. We estimate the present value of these future cash flows using a valuation model consisting of internally-developed estimates of assumptions third-party market participants would use in determining fair value, including estimates of net collected yield, principal payment rates, expected principal credit loss rates, costs of funds, discount rates and servicing costs. Interest income on receivables underlying our asset classes that are carried at fair value in our consolidated financial statements is recorded in Revenue - Consumer loans, including past due fees in our consolidated statements of operations.

For Level 3 assets carried at fair value measured on a recurring basis using significant unobservable inputs, the following table presents (in thousands) quantitative information about the valuation techniques and the inputs used in the fair value measurement as of March 31, 2021 and December 31, 2020:

Quantitative Information about Level 3 Fair Value Measurements

Fair Value Measurement

 Fair Value at March 31, 2021 (in thousands) 

Valuation Technique

 

Unobservable Input

 

Range (Weighted Average)

 

Loans, interest and fees receivable, at fair value

 $481,434 

Discounted cash flows

 

Gross yield, net of finance charge charge-offs

  22.7% to 52.7% (40.7%) 
       

Payment rate

  4.6% to 11.9% (9.1%) 
       

Expected principal credit loss rate

  3.4% to 30.0% (25.5%) 
       

Servicing rate

  3.0% to 10.3% (4.1%) 
       Discount rate  12.7% to 13.5% (13.2%) 

Quantitative Information about Level 3 Fair Value Measurements

Fair Value Measurement

 

Fair Value at December 31, 2020 (in thousands)

 

Valuation Technique

 

Unobservable Input

 

Range (Weighted Average)

 

Loans, interest and fees receivable, at fair value

 $417,098 

Discounted cash flows

 

Gross yield, net of finance charge charge-offs

  22.7% to 56.5% (43.3%) 
       

Payment rate

  3.9% to 11.4% (8.5%) 
       

Expected principal credit loss rate

  6.9% to 31.4% (24.8%) 
       

Servicing rate

  2.9% to 14.2% (4.3%) 
       

Discount rate

  12.8% to 13.5% (13.3%) 

Valuations and Techniques for Liabilities

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the liability. The table below summarizes (in thousands) by fair value hierarchy the March 31, 2021 and December 31, 2020 fair values and carrying amounts of (1) our liabilities that are required to be carried at fair value in our consolidated financial statements and (2) our liabilities not carried at fair value, but for which fair value disclosures are required:

Liabilities – As of March 31, 2021

 

Quoted Prices in Active Markets for Identical Assets (Level 1)

  

Significant Other Observable Inputs (Level 2)

  

Significant Unobservable Inputs (Level 3)

  

Carrying Amount of Liabilities

 

Liabilities not carried at fair value

                

Revolving credit facilities

 $  $  $814,940  $814,940 
Amortizing debt facilities $  $  $24,311  $24,311 
Convertible senior notes $  $24,416  $  $13,818 

Liabilities carried at fair value

                

Notes payable associated with structured financings, at fair value

 $  $  $2,791  $2,791 

Liabilities – As of December 31, 2020

 

Quoted Prices in Active Markets for Identical Assets (Level 1)

  

Significant Other Observable Inputs (Level 2)

  

Significant Unobservable Inputs (Level 3)

  

Carrying Amount of Liabilities

 

Liabilities not carried at fair value

                

Revolving credit facilities

 $  $  $857,068  $857,068 

Amortizing debt facilities

 $  $  $25,542  $25,542 

Convertible senior notes

 $  $41,284  $  $24,386 

Liabilities carried at fair value

                

Notes payable associated with structured financings, at fair value

 $  $  $2,919  $2,919 

For our notes payable, we assess the fair value of these liabilities based on our estimate of future cash flows generated from their underlying credit card receivables collateral, net of servicing compensation required under the note facilities, and to the extent that such cash flow estimates change from period to period, any such changes are considered to be attributable to changes in instrument-specific credit risk. Gains and losses associated with fair value changes for our notes payable associated with structured financing liabilities that are carried at fair value are detailed on our consolidated statements of operations as a component of "Changes in fair value of loans, interest and fees receivable and notes payable associated with structured financings recorded at fair value". For our 5.875% convertible senior notes due 2035 (“convertible senior notes”), we assess fair value based upon the most recent trade data available from third-party providers. We have evaluated the fair value of our third party debt by analyzing the expected repayment terms and credit spreads included in our recent financing arrangements obtained with similar terms. These recent financing arrangements provide positive evidence that the underlying data used in our assessment of fair value has not changed relative to the general market and therefore the fair value of our debt continues to be the same as the carrying value. See Note 9, “Notes Payable,” for further discussion on our other notes payable.

For our material Level 3 liabilities carried at fair value measured on a recurring basis using significant unobservable inputs, the following table presents (in thousands) a reconciliation of the beginning and ending balances for thethree months ended March 31, 2021 and 2020.

  Notes Payable Associated with Structured Financings, at Fair Value 
  

2021

  

2020

 

Balance at January 1,

 $2,919  $3,920 

Total (gains) losses—realized/unrealized:

        

Net revaluations of notes payable associated with structured financings, at fair value

  (128)  (562)

Repayments on outstanding notes payable, net

      

Balance at March 31,

 $2,791  $3,358 

The unrealized gains and losses for liabilities within the Level 3 category presented in the table above include changes in fair value that are attributable to both observable and unobservable inputs. We provide below a brief description of the valuation techniques used for Level 3 liabilities.

Net Revaluation of Notes Payable Associated with Structured Financings, at Fair Value. We record the net revaluations of notes payable associated with structured financings, at fair value, in the Changes in fair value of loans, interest and fees receivable and notes payable associated with structured financings recorded at fair value on our consolidated statements of operations. The legal entity associated with the securitization transaction is consolidated as a VIE as the Company is deemed the primary beneficiary of the entity. The Company is not liable for the full face value of the liability in the VIE so it is carried at fair value based upon amounts the borrower will receive from the legal entity. The net revaluation of these notes is based on the present value of future cash flows utilized in repayment of the outstanding principal and interest under the facilities using a valuation model of expected cash flows net of the contractual service expenses within the facilities. We estimate the present value of these future cash flows using a valuation model consisting of internally-developed estimates of assumptions third-party market participants would use in determining fair value, including: estimates of gross yield, payment rates, expected credit loss rates, servicing costs, and discount rates on the credit card receivables that secure the non-recourse notes payable; costs of funds; discount rates; and contractual servicing fees. Accrued interest expense on notes payable underlying our notes payable associated with structured financings, at fair value is recorded in Interest expense in our consolidated statements of operations.

For material Level 3 liabilities carried at fair value measured on a recurring basis using significant unobservable inputs, the following table presents (in thousands) quantitative information about the valuation techniques and the inputs used in the fair value measurement as of March 31, 2021 and December 31, 2020:

Quantitative Information about Level 3 Fair Value Measurements

Fair Value Measurement

 Fair Value at March 31, 2021 (in thousands) 

Valuation Technique

 

Unobservable Input

 

Weighted Average

 

Notes payable associated with structured financings, at fair value

 $2,791 

Discounted cash flows

 

Gross yield, net of finance charge charge-offs

  25.0%
       Payment rate  4.6%
       Expected principal credit loss rate  7.5%
       

Discount rate

  13.2%

Quantitative Information about Level 3 Fair Value Measurements

Fair Value Measurement

 Fair Value at December 31, 2020 (in thousands) 

Valuation Technique

 

Unobservable Input

 

Weighted Average

 

Notes payable associated with structured financings, at fair value

 $2,919 

Discounted cash flows

 

Gross yield, net of finance charge charge-offs

  23.7%
       

Payment rate

  3.9%
       

Expected principal credit loss rate

  7.9%
       

Discount rate

  13.2%

Other Relevant Data

Other relevant data (in thousands) as of March 31, 2021 and December 31, 2020 concerning certain assets and liabilities we carry at fair value are as follows:

As of March 31, 2021

 Loans, Interest and Fees Receivable at Fair Value  Loans, Interest and Fees Receivable Pledged as Collateral under Structured Financings at Fair Value 
Aggregate unpaid gross balance of loans, interest and fees receivable that are reported at fair value $574  $593,129 
Aggregate unpaid principal balance included within loans, interest and fees receivable that are reported at fair value $538  $560,225 

Aggregate fair value of loans, interest and fees receivable that are reported at fair value

 $494  $480,940 
Aggregate fair value of receivables carried at fair value that are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies) $  $2,023 
Unpaid principal balance of receivables within loans, interest and fees receivable that are reported at fair value and are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies) over the fair value of such loans, interest and fees receivable $9  $17,097 

As of December 31, 2020

 Loans, Interest and Fees Receivable at Fair Value  Loans, Interest and Fees Receivable Pledged as Collateral under Structured Financings at Fair Value 
Aggregate unpaid gross balance of loans, interest and fees receivable that are reported at fair value $630  $515,434 

Aggregate unpaid principal balance included within loans, interest and fees receivable that are reported at fair value

 $589  $487,779 

Aggregate fair value of loans, interest and fees receivable that are reported at fair value

 $540  $416,558 

Aggregate fair value of receivables carried at fair value that are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies)

 $1  $1,847 

Unpaid principal balance of receivables within loans, interest and fees receivable that are reported at fair value and are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies) over the fair value of such loans, interest and fees receivable

 $4  $12,972 

Notes Payable

 

Notes Payable Associated with Structured Financings, at Fair Value as of March 31, 2021

  

Notes Payable Associated with Structured Financings, at Fair Value as of December 31, 2020

 

Aggregate unpaid principal balance of notes payable

 $101,314  $101,314 

Aggregate fair value of notes payable

 $2,791  $2,919 

7.

Variable Interest Entities

The following table presents a summary of VIEs in which we had continuing involvement or held a variable interest (in millions):

  

As of

 
  

March 31, 2021

  

December 31, 2020

 

Unrestricted cash and cash equivalents

 $131.7  $96.6 

Restricted cash and cash equivalents

  29.0   70.2 

Loans, interest and fees receivable, at fair value

  424.5   374.2 

Loans, interest and fees receivable, gross

  489.0   560.2 

Allowances for uncollectible loans, interest and fees receivable

  (102.7)  (120.9)

Deferred revenue

  (7.4)  (10.3)

Total Assets held by VIEs

 $964.1  $970.0 

Notes Payable, net held by VIEs

 $781.0  $827.1 

Notes Payable, at fair value held by VIEs

 $2.8  $2.9 

Maximum exposure to loss due to involvement with VIEs

 $916.8  $864.4 

8.

Leases

We have operating leases primarily associated with our corporate offices and regional service centers as well as for certain equipment. Our leases have remaining lease terms of 1 to 5 years, some of which include options, at our discretion, to extend the leases for additional periods generally on one-year revolving periods. Other leases allow for us to terminate the lease based on appropriate notification periods. For certain of our leased offices, we sublease a portion of the unoccupied space. The terms of the sublease arrangement generally coincide with the underlying lease. The components of lease expense associated with our lease liabilities and supplemental cash flow information related to those leases were as follows (dollars in thousands):

  

For the Three Months Ended March 31,

 
  

2021

  

2020

 

Operating lease cost, gross

 $1,726  $1,720 

Sublease income

  (1,293)  (1,285)

Net Operating lease cost

 $433  $435 

Cash paid under operating leases, gross

 $2,584  $2,540 
         

Weighted average remaining lease term - months

  17     

Weighted average discount rate

  6.7%    

As of March 31, 2021, maturities of lease liabilities were as follows (in thousands):

  

Gross Lease Payment

  

Payments received from Sublease

  

Net Lease Payment

 

2021 (excluding the three months ended March 31, 2021)

 $7,848  $(5,499) $2,349 

2022

  4,632   (3,112)  1,520 

2023

  350      350 

2024

  156      156 

2025

  84      84 

Thereafter

  4      4 

Total lease payments

  13,074   (8,611)  4,463 
Less imputed interest  (1,377)        
Total $11,697         

In addition, we occasionally lease certain equipment under cancelable and non-cancelable leases, which are accounted for as capital leases in our consolidated financial statements. As of March 31, 2021, we had no material non-cancelable capital leases with initial or remaining terms of more than one year.

9.

Notes Payable

Notes Payable, at Face Value and Notes Payable to Related Parties

Other notes payable outstanding as of March 31, 2021 and December 31, 2020 that are secured by the financial and operating assets of either the borrower, another of our subsidiaries or both, include the following, scheduled (in millions); except as otherwise noted, the assets of our holding company (Atlanticus Holdings Corporation) are subject to creditor claims under these scheduled facilities:

  

As of

 
  

March 31, 2021

  

December 31, 2020

 

Revolving credit facilities at a weighted average interest rate equal to 5.0% as of March 31, 2021 (4.8% as of December 31, 2020) secured by the financial and operating assets of CAR and/or certain receivables and restricted cash with a combined aggregate carrying amount of $903.5 million as of March 31, 2021 ($943.6 million as of December 31, 2020)

        

Revolving credit facility, not to exceed $55.0 million (expiring November 1, 2023) (1) (2) (3)

 $37.6  $34.9 

Revolving credit facility, not to exceed $50.0 million (expiring October 30, 2022) (2) (3) (4) (5)

     50.0 
Revolving credit facility, not to exceed $70.0 million (expiring February 8, 2022) (2) (3) (4) (5) (6)  5.8   5.8 
Revolving credit facility, not to exceed $100.0 million (expiring October 15, 2022) (2) (3) (4) (5) (6)  10.0   10.0 

Revolving credit facility, not to exceed $15.0 million (expiring July 15, 2021) (2) (3) (4) (5)

  6.9   4.7 
Revolving credit facility, not to exceed $100.0 million (expiring August 15, 2022) (2) (3) (4) (5) (6)  2.5   2.5 
Revolving credit facility, not to exceed $200.0 million (expiring December 15, 2022) (3) (4) (5) (6)  200.0   200.0 
Revolving credit facility, not to exceed $200.0 million (expiring May 15, 2024) (3) (4) (5) (6)  200.0   200.0 

Revolving credit facility, not to exceed $25.0 million (expiring April 21, 2023) (2) (3) (4) (5)

     7.8 
Revolving credit facility, not to exceed $100.0 million (expiring January 15, 2025) (3) (4) (5) (6) 100.0   100.0 

Revolving credit facility, not to exceed $250.0 million (expiring October 15, 2025) (3) (4) (5) (6)

  250.0   250.0 
Revolving credit facility, not to exceed $15.0 million (expiring February 15, 2024) (3) (4) (5)  10.0    

Other facilities

        

Other debt with a weighted average interest rate equal to 2.7%

  3.2   3.2 
Unsecured term debt (expiring August 26, 2024) with a weighted average interest rate equal to 8.0% (3)  17.4   17.4 
Amortizing debt facility (expiring September 30, 2021) with a weighted average interest rate equal to 4.6% (2) (3) (4) (5)  3.7   5.0 

Total notes payable before unamortized debt issuance costs and discounts

  847.1   891.3 

Unamortized debt issuance costs and discounts

  (7.8)  (8.7)
Total notes payable outstanding, net $839.3  $882.6 

(1)

Loan is subject to certain affirmative covenants, including a coverage ratio, a leverage ratio and a collateral performance test, the failure of which could result in required early repayment of all or a portion of the outstanding balance by our CAR Auto Finance operations.

(2)

These notes reflect modifications to either extend the maturity date, increase the loan amount or both, and are treated as accounting modifications.

(3)

See below for additional information.
(4)Loans are subject to certain affirmative covenants tied to default rates and other performance metrics the failure of which could result in required early repayment of the remaining unamortized balances of the notes. 

(5)

Loans are associated with VIEs.

(6)

Creditors do not have recourse against the general assets of the Company but only to the collateral within the VIEs.
*As of March 31, 2021, the LIBOR rate was 0.11% and the prime rate was 3.25%.

In October 2015, we (through a wholly owned subsidiary) entered a revolving credit facility with a (as subsequently amended) $50.0 million revolving borrowing limit that can be drawn to the extent of outstanding eligible principal receivables (of which $0.0 million was drawn as of March 31, 2021). This facility is secured by the loans, interest and fees receivable and related restricted cash and accrues interest at an annual rate equal to LIBOR plus 3.0%. The facility matures on October 30, 2022 and is subject to certain affirmative covenants, including a liquidity test and an eligibility test, the failure of which could result in required early repayment of all or a portion of the outstanding balance. The facility is guaranteed by Atlanticus, which is required to maintain certain minimum liquidity levels.

In October 2016, we (through a wholly owned subsidiary) entered a revolving credit facility with an initial $40.0 million borrowing limit available to the extent of outstanding eligible principal receivables of our CAR subsidiary (of which $37.6 million was drawn as of March 31, 2021). This facility is secured by the financial and operating assets of CAR and accrues interest at an annual rate equal to LIBOR plus a range between 2.4% and 3.0% based on certain ratios. The loan is subject to certain affirmative covenants, including a coverage ratio, a leverage ratio and a collateral performance test, the failure of which could result in required early repayment of all or a portion of the outstanding balance. In periods subsequent to October 2016, we amended the original agreement to either extend the maturity date and/or expand the capacity of this revolving credit facility. As of March 31, 2021, the borrowing limit was $55.0 million and the facility matures on November 1, 2023. There were no other material changes to the existing terms or conditions as a result of these amendments and the new maturity date and borrowing limit are reflected in the table above.

In February 2017, we (through a wholly owned subsidiary) established a program under which we sell certain receivables to a consolidated trust in exchange for notes issued by the trust. The notes are secured by the receivables and other assets of the trust. Simultaneously with the establishment of the program, the trust issued a series of variable funding notes and sold an aggregate amount of up to $90.0 million (subsequently reduced to $70.0 million) of such notes (of which $50.0$5.8 million was outstanding as of September 30, 2017)March 31, 2021) to an unaffiliated third party pursuant to a facility that can be drawn upon to the extent of outstanding eligible receivables.


The interest rate on the notes is fixed at 14.0%. The facility matures on February 8, 2022 and is subject to certain affirmative covenants and collateral performance tests, the failure of which could result in required early repayment of all or a portion of the outstanding balance of notes. The facility also may be prepaid subject to payment of a prepayment or other fee.

In 2018, we (through a wholly owned subsidiary) entered into two separate facilities associated with the above mentioned program to sell up to an aggregate $200.0 million of notes which are secured by the receivables and other assets of the trust (of which $12.5 million was outstanding as of March 31, 2021) to separate unaffiliated third parties pursuant to facilities that can be drawn upon to the extent of outstanding eligible receivables. Interest rates on the notes are based on commercial paper rates plus 3.15% and LIBOR plus 4.875%, respectively. The facilities mature on October 15, 2022 and August 15, 2022, respectively, and are subject to certain affirmative covenants and collateral performance tests, the failure of which could result in required early repayment of all or a portion of the outstanding balance of notes. The facilities also may be prepaid subject to payment of a prepayment or other fee.

In December 2017, we (through a wholly owned subsidiary) entered a revolving credit facility with a (as subsequently amended) $25.0 million revolving borrowing limit that is available to the extent of outstanding eligible principal receivables (of which $0.0 million was drawn as of March 31, 2021). This facility is secured by the loans, interest and fees receivable and related restricted cash and accrues interest at an annual rate equal to LIBOR plus 3.5%. The facility matures on April 21, 2023 and is subject to certain affirmative covenants, including payment, delinquency and charge-off tests, the failure of which could result in required early repayment of all or a portion of the outstanding balance. The note is guaranteed by Atlanticus.

In June 2019, we (through a wholly owned subsidiary) entered a revolving credit facility with a $15.0 million revolving borrowing limit that is available to the extent of outstanding eligible principal receivables (of which $6.9 million was drawn as of March 31, 2021). This facility is secured by the loans, interest and fees receivable and related restricted cash and accrues interest at an annual rate equal to the prime rate. The note is guaranteed by Atlanticus.

In June 2019, we sold $200.0 million of ABS secured by certain credit card receivables (expiring December 15, 2022). A portion of the proceeds from the sale was used to pay-down our existing facilities associated with our credit card receivables. The terms of the ABS allow for a two-year revolving structure with a subsequent 12-month to 18-month amortization period. The weighted average interest rate on the securities is fixed at 5.37%.

In August 2019, we repurchased $54.4 million in face amount of our outstanding convertible senior notes for $16.3 million in cash (including accrued interest) and the issuance of a $17.4 million term note, which bears interest at a fixed rate of 8.0% and is due in August 2024. See Note 10, "Convertible Senior Notes" for additional information.

In September 2019, we (through a wholly owned subsidiary) entered a term facility with a $30.0 million revolving borrowing limit (of which $3.7 million was drawn as of March 31, 2021) that is available to the extent of outstanding eligible principal receivables. This facility is secured by the loans, interest and fees receivable and related restricted cash and accrues interest at an annual rate equal to LIBOR plus 4.5%. The facility matures on September 30, 2021 and is subject to certain affirmative covenants, including a liquidity test and an eligibility test, the failure of which could result in required early repayment of all or a portion of the outstanding balance. The note is guaranteed by Atlanticus, which is required to maintain certain minimum liquidity levels.

In November 2019, we sold $200.0 million of ABS secured by certain credit card receivables (expiring May 15, 2024). A portion of the proceeds from the sale was used to pay-down our existing facilities associated with our credit card receivables and the remaining proceeds were available to fund the acquisition of future receivables. The terms of the ABS allow for a three-year revolving structure with a subsequent 12-month to 18-month amortization period. The weighted average interest rate on the securities is fixed at 4.91%.

In July 2020, we sold $100.0 million of ABS secured by certain retail point-of-sale receivables. A portion of the proceeds from the sale were used to pay-down some of our existing revolving facilities associated with our point-of-sale receivables, and the remaining proceeds were used to fund the acquisition of receivables. The terms of the ABS allow for a three-year revolving structure with a subsequent 18-month amortization period. The weighted average interest rate on the securities is fixed at 5.47%.

In October 2020, we sold $250.0 million of ABS secured by certain retail point-of-sale receivables. A portion of the proceeds from the sale were used to pay-down our existing term ABS associated with our point-of-sale receivables, noted above, and the remaining proceeds have been invested in the acquisition of receivables. The terms of the ABS allow for a 41 month revolving structure with an 18-month amortization period and the securities mature between August 2025 and October 2025. The weighted average interest rate on the securities is fixed at 4.1%.

In January 2021, we (through a wholly owned subsidiary) entered a term facility with a $15.0 million revolving borrowing limit (of which $10.0 million was drawn as of March 31, 2021) that is available to the extent of outstanding eligible principal receivables. This facility is secured by the loans, interest and fees receivable and related restricted cash and accrues interest at an annual rate equal to the prime rate. The facility matures on February 15, 2024 and is subject to certain affirmative covenants, including a liquidity test and an eligibility test, the failure of which could result in required early repayment of all or a portion of the outstanding balance. The note is guaranteed by Atlanticus, which is required to maintain certain minimum liquidity levels.

As of March 31, 2021, we were in compliance with the covenants underlying our various notes payable.

Notes Payable Associated with Structured Financings, at Fair Value

Scheduled (in millions) in the table below are (1) the carrying amount of our structured financing note secured by certain credit card receivables and reported at fair value as of March 31, 2021 and December 31, 2020, (2) the outstanding face amount of our structured financing note secured by certain credit card receivables and reported at fair value as of March 31, 2021 and December 31, 2020, and (3) the carrying amount of the credit card receivables and restricted cash that provide the exclusive means of repayment for the note (i.e., lenders have recourse only to the specific credit card receivables and restricted cash underlying each respective facility and cannot look to our general credit for repayment) as of March 31, 2021 and December 31, 2020.

  

Carrying Amounts at Fair Value as of

 
  

March 31, 2021

  

December 31, 2020

 

Securitization facility (stated maturity of December 2021), outstanding face amount of $101.3 million as of March 31, 2021 ($101.3 million as of December 31, 2020) bearing interest at a weighted average 5.6% interest rate, based upon LIBOR, at March 31, 2021 (5.7% at December 31, 2020), which is secured by credit card receivables and restricted cash aggregating $2.8 million as of March 31, 2021 ($2.9 million as of December 31, 2020) in carrying amount

 $2.8  $2.9 

Contractual payment allocations within this credit card receivables structured financing provide for a priority distribution of cash flows to us to service the credit card receivables, a distribution of cash flows to pay interest and principal due on the notes, and a distribution of all excess cash flows (if any) to us. The structured financing facility included in the above table is amortizing down along with collections of the underlying receivables and there are no provisions within the debt agreement that allow for acceleration or bullet repayment of the facility prior to its scheduled expiration date. The aggregate carrying amount of the credit card receivables and restricted cash that provide security for the $2.8 million in fair value of the structured financing facility indicated in the above table is $2.8 million, which means that we have no aggregate exposure to pre-tax equity loss associated with the above structured financing arrangement at March 31, 2021.

As discussed elsewhere, the legal entity holding the securitization facility discussed in the table above, is a VIE. Beyond our role as servicer of the underlying assets within the credit cards receivables structured financing, we have provided no other financial or other support to the structure, and we have no explicit or implicit arrangements that could require us to provide financial support to the structure.

 

10.

8.

Convertible Senior Notes

In November 2005, we issued $300.0$300.0 million aggregate principal amount of 5.875% convertible senior notes due November 30,2035 (“5.875% convertible senior notes”). The 5.875% convertible senior notes are unsecured, subordinate to existing and future secured obligations and structurally subordinate to existing and future claims of our subsidiaries’ creditors. These notes (net of repurchases since the issuance dates)date) are reflected within convertible senior notes on our consolidated balance sheets. No put rights exist under our 5.875% convertible senior notes.


In 2016the three months ended March 31, 2021, we repurchased $5.0$14.7 million aggregate principalin face amount of our outstanding 5.875% convertible senior notes for $2.3$18.6 million plusin cash (including accrued interest from unrelated third parties.interest). The purchaserepurchase resulted in a gainloss of $1.2approximately $7.8 million (net of(including the convertible senior notes’ applicable share of deferred costs, which were written off in connection with the repurchases)repurchase). Upon acquisition, the notes were retired.


The following summarizes (in thousands) components of our consolidated balance sheets associated with our convertible senior notes:

  

As of

 
  

March 31, 2021

  

December 31, 2020

 
Face amount of convertible senior notes $19,113  $33,839 
Discount  (5,295)  (9,453)
Net carrying value $13,818  $24,386 

Carrying amount of equity component included in paid-in capital

 $108,714  $108,714 

Excess of instruments’ if-converted values over face principal amounts

 $  $ 

During certain periods and subject to certain conditions, the remaining $19.1 million of outstanding convertible senior notes as of March 31, 2021 (as referenced in the table above) are convertible by holders into cash and, if applicable, shares of our common stock at an adjusted effective conversion rate of 40.63 shares of common stock per $1,000 principal amount of notes, subject to further adjustment; the conversion rate is based on an adjusted conversion price of $24.61 per share of common stock. Upon any conversion of the notes, we will deliver to holders of the notes cash of up to $1,000 per $1,000 aggregate principal amount of notes and, at our option, either cash or shares of our common stock in respect of the remainder of the conversion obligation, if any. The maximum number of shares of common stock that any note holder may receive upon conversion is fixed at 40.63 shares per $1,000 aggregate principal amount of notes, and we have a sufficient number of authorized shares of our common stock to satisfy this conversion obligation. We are required to pay contingent interest on the notes during a 6-month period if the average trading price of the notes is above a specified level. Thus far we have not paid any contingent interest on these notes. In addition, holders of the notes may require us to repurchase the notes for cash upon certain specified events.

In conjunction with the offering of the convertible senior notes, we entered into a 30-year share lending agreement with Bear, Stearns International Limited (“BSIL”) and Bear, Stearns & Co. Inc, as agent for BSIL, pursuant to which we lent BSIL 5,677,950 shares of our common stock. The obligations of Bear Stearns were assumed by JP Morgan in 2008. JP Morgan (as the guarantor of the obligation) is required to return the loaned shares to us at the end of the 30-year term of the share lending agreement or earlier upon the occurrence of specified events. Such events include the bankruptcy of JP Morgan, its failure to make payments when due, its failure to post collateral when required or return loaned shares when due, notice of its inability to perform obligations, or its untrue representations. If an event of default occurs, then the borrower (JP Morgan) may settle the obligation in cash. Further, in the event that JP Morgan’s credit rating falls below A/A2, it would be required to post collateral for the market value of the lent shares ($44.3 million based on the 1,459,233 shares remaining outstanding under the share lending arrangement as of March 31, 2021). JP Morgan has agreed to use the loaned shares for the purpose of directly or indirectly facilitating the hedging of our convertible senior notes by the holders thereof or for such other purpose as reasonably determined by us. We deem it highly remote that any event of default will occur and therefore cash settlement, while an option, is an unlikely scenario. We exclude the loaned shares from earnings per share computations.

 As of
 September 30, 2017 December 31, 2016
Face amount of 5.875% convertible senior notes$88,280

$88,280
Discount(27,042)
(27,489)
Net carrying value$61,238

$60,791
Carrying amount of equity component included in additional paid-in capital$108,714

$108,714
Excess of instruments’ if-converted values over face principal amounts$

$





11.

9.

Commitments and Contingencies

General

Under finance products available in the point-of-sale and direct-to-consumer channels, consumers have the ability to borrow up to the maximum credit limit assigned to each individual’s account. Unfunded commitments under these products aggregated $369.9 million$1.8 billion at September 30, 2017March 31, 2021. We have never experienced a situation in which all borrowers have exercised their entire available lines of credit at any given point in time, nor do we anticipate this will ever occur in the future. Moreover, there would be a concurrent increase in assets should there be any exercise of these lines of credit. We also have the effective right to reduce or cancel these available lines of credit at any time.

Additionally, our CAR operations provide floor-plan financing for a pre-qualified network of independent automotive dealers and automotive finance companies in the buy-here, pay-here used car business. The financings allowfloor plan financing allows dealers and finance companies to borrow up to the maximum pre-approved credit limit allowed in order to finance ongoing inventory needs. These loans are secured by the underlying auto inventory and, in certain cases where we have other lending products outstanding with the dealer, are secured by the collateral under those lending arrangements as well, including any outstanding dealer reserves. As of September 30, 2017March 31, 2021, CAR had unfunded outstanding floor-plan financing commitments totaling $7.9 million.11.6 million. Each draw against unused commitments is reviewed for conformity to pre-established guidelines.

Under agreements with third-partythird-party originating and other financial institutions, we have pledged security (collateral) related to their issuance of consumer credit and purchases thereunder, of which $10.7$11.4 million remains pledged as of September 30, 2017 March 31, 2021to support various ongoing contractual obligations. 

16

Under agreements with third-partythird-party originating and other financial institutions, we have agreed to indemnify the financial institutions for certain liabilities associated with the services we provide on behalf of the financial institutions—such indemnification obligations generally being limited to instances in which we either (a) have been afforded the opportunity to defend against any potentially indemnifiable claims or (b) have reached agreement with the financial institutions regarding settlement of potentially indemnifiable claims. As of September 30, 2017March 31, 2021, we have assessed the likelihood of any potential payments related to the aforementioned contingencies as remote. We will accrue liabilities related to these contingencies in any future period if and in which we assess the likelihood of an estimable payment as probable.


Under the account terms, consumers have the option of enrolling in a credit protection program with our lending partner which would make the minimum payments owed on their accounts for a period of up to six months upon the occurrence of an eligible event. Eligible events typically include loss of life, job loss, disability, or hospitalization. As an acquirer of receivables, our potential exposure under this program was $23.4 million as of March 31, 2021 (of which we have accrued $0.7 million as of March 31, 2021 based on current claims). We have never experienced a situation in which all eligible participants have applied for this benefit at any given point in time, nor do we anticipate this will ever occur in the future. 

We also are subject to certain minimum payments under cancelable and non-cancelable lease arrangements. For further information regarding these commitments, see Note 8, “Leases” to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.


.

Litigation

We are involved in various legal proceedings that are incidental to the conduct of our business, none of whichbusiness. There are currently no pending legal proceedings that are expected to be material to us.

 


12.

10.

Net LossIncome Attributable to Controlling Interests Per Common Share

The following table sets forth the computations of net lossincome attributable to controlling interests per share of common sharestock (in thousands, except per share data): 

  

For the Three Months Ended

 
  

March 31,

 
  

2021

  

2020

 

Numerator:

        

Net income attributable to controlling interests

 $44,075  $5,425 

Preferred stock and preferred unit dividends and accretion

  (4,687)  (2,759)

Net income attributable to common shareholders—basic

  39,388   2,666 

Effect of dilutive preferred stock dividends and accretion

  592   597 

Net income attributable to common shareholders—diluted

 $39,980  $3,263 

Denominator:

        

Basic (including unvested share-based payment awards) (1)

  15,013   14,436 

Effect of dilutive stock compensation arrangements and exchange of preferred stock

  5,921   4,999 

Diluted (including unvested share-based payment awards) (1)

  20,934   19,435 

Net income attributable to common shareholders per share—basic

 $2.62  $0.18 

Net income attributable to common shareholders per share—diluted

 $1.91  $0.17 
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
Numerator:       
Net loss attributable to controlling interests$(14,467) $(9,065) $(22,523) $(4,235)
Denominator: 
  
  
  
Basic (including unvested share-based payment awards) (1)13,921
 13,867
 13,949
 13,857
Effect of dilutive stock compensation arrangements (2)10
 63
 19
 68
Diluted (including unvested share-based payment awards) (1)13,931
 13,930
 13,968
 13,925
Net loss attributable to controlling interests per common share—basic$(1.04) $(0.65) $(1.61) $(0.31)
Net loss attributable to controlling interests per common share—diluted$(1.04) $(0.65) $(1.61) $(0.31)

(1)

(1)

Shares related to unvested share-based payment awards included in our basic and diluted share counts were 238,967 and 318,253421,639 for the three and nine months endedSeptember 30, 2017 March 31, 2021, compared to 358,970 and 277,361473,887 for the three and nine months endedSeptember 30, 2016 March 31, 2020.

(2)The effect of dilutive stock compensation arrangements is shown only for informational purposes where we are in a net loss position.  In such situations, the effect of including outstanding options and restricted stock would be anti-dilutive, and they are thus excluded from all loss period calculations.

As their effects were anti-dilutive, we excluded stock options to purchase 0.1 million shares and 0.0 million shares from our net income attributable to controlling interests per share of common stock calculations for the three months ended March 31, 2021 and 2020, respectively.

For the three and nine months ended September 30, 2017March 31, 2021 and 20162020, we included 4,000,000 shares and 3,175,474 shares, respectively, in our outstanding diluted share counts associated with our Series A Preferred Stock. See Note 4, "Shareholders' Equity and Preferred Stock", there were nofor a further discussion of these convertible securities.

For the three months ended March 31, 2021 and 2020, we included 0.1 million and 0.0 dilutive shares, potentially issuable and thus includiblerespectively, in the diluted net income attributable to controlling interests per share of common sharestock calculations pursuant to our 5.875%convertible senior notes. However, inIn future reporting periods during which our closing stock price is above the $24.61$24.61 conversion price for the5.875% convertible senior notes, and depending on the closing stock price at conversion, the maximum potential dilution under the conversion provisions of such notes is 3.60.8 million shares, which could be included in diluted share counts in net income per share of common sharestock calculations. See Note 8,10, “Convertible Senior Notes,” for a further discussion of these convertible securities.


11.Stock-Based Compensation

 

13.

Stock-Based Compensation

We currently have two stock-based compensation plans, the Second Amended and Restated Employee Stock Purchase Plan (the “ESPP”) and the SecondFourth Amended and Restated 2014 Equity Incentive Plan (the “2014“Fourth Amended 2014 Plan”). Our Fourth Amended 2014 Plan provides that we may grant options on or shares of our common stock (and other types of equity awards) to members of our Board of Directors, employees, consultants and advisors. The Fourth Amended 2014 Plan was approved by our shareholders in May 2019. Among other things, the Fourth Amended 2014 Plan (i) increased the number of shares of Common Stock available for issuance under the plan by 2,000,000 shares and (ii) extended the term of the plan by approximately two years. As of September 30, 2017, 14,064March 31, 2021, 55,700 shares remained available for issuance under the ESPP and 1,079,3351,598,878 shares remained available for issuance under the Fourth Amended 2014 Plan.


Exercises and vestings under our stock-based compensation plans resulted in $0 inno income tax-related charges to additional paid-in capital during both the three and nine months ended September 30, 2017 with $0March 31, 2021 and $37,000 in such charges for the three and nine months ended September 30, 2016, respectively.


2020.

Restricted Stock and Restricted Stock Unit Awards

Units

During the ninethree months ended September 30, 2017March 31, 2021 and 2016,2020, we granted 102,00033,276 and 321,60158,248 shares of restricted stock and restricted stock units (net of any forfeitures), respectively, with aggregate grant date fair values of $0.3$0.9 million and $1.0$0.6 million,, respectively. We incurred expenses of $0.6$0.2 million and $0.4$0.3 million during the ninethree months ended September 30, 2017March 31, 2021 and 2016,2020, respectively, related to restricted stock and restricted stock unit awards. When we grant restricted stock and restricted stock units, we defer the grant date value of the restricted stock and restricted stock unit and amortize that value (net of the value of anticipated forfeitures) as compensation expense with an offsetting entry to the additional paid-in capital component of our consolidated shareholders’ equity. Our restricted stock awards typically vest over a range of 12 to 60 months (or other term as specified in the grant)grant which may include the achievement of performance measures) and are amortized to salaries and benefits expense ratably over applicable vesting periods. As of September 30, 2017,March 31, 2021, our unamortized deferred compensation costs associated with non-vested restricted stock awards were $0.2$1.2 million with a weighted-average remaining amortization period of 0.4 years.


1.4 years. No forfeitures have been included in our compensation cost estimates based on historical forfeiture rates.

Stock Options

The exercise price per share of the options awarded under the Fourth Amended 2014 Plan must be equal to or greater than the market price on the date the option is granted. The option period may not exceed 10 years from the date of grant. Options granted during 2021 were valued using the Black-Scholes-Merton option pricing model with the following assumptions: a dividend yield of zero, years to maturity of 5 years (which equals the expected term), volatility of 80.3% (based on the average of daily historical volatility using the expected term), and a risk-free rate of 0.80% (based on 5 year US Treasury securities). We had expense of $0.7$0.3 million and $0.6$0.1 million related to stock option-related compensation costs during the ninethree months ended September 30, 2017March 31, 2021 and 2016,2020, respectively. When applicable, we recognize stock option-related compensation expense for any awards with graded vesting on a straight-line basis over the vesting period for the entire award. Information related to optionsThe table below includes additional information about outstanding is as follows:options:

  

Number of Shares

  

Weighted-Average Exercise Price

  

Weighted-Average of Remaining Contractual Life (in years)

  

Aggregate Intrinsic Value

 

Outstanding at December 31, 2020

  2,423,466  $4.41         

Issued

  50,000  $31.54         

Exercised

  (494,900) $3.43         

Expired/Forfeited

  (2,000) $15.30         

Outstanding at March 31, 2021

  1,976,566  $5.34   1.7  $49,461,967 

Exercisable at March 31, 2021

  1,542,234  $3.49   1.3  $41,386,369 
 September 30, 2017
 Number of
Shares
 Weighted-
Average
Exercise Price
 Weighted-
Average of Remaining
Contractual Life (in years)
 Aggregate
Intrinsic
Value
Outstanding at December 31, 20161,411,667
 $3.09
    
Issued1,215,000
 $2.98
 
  
Exercised
 $
 
 

Cancelled/Forfeited(4,000) $3.04
 
 

Outstanding at September 30, 20172,622,667
 $3.04
 3.6 $10,653
Exercisable at September 30, 2017792,205
 $2.92
 2.3 $10,653

We had $1.1$2.1 million and $1.0$1.4 million of unamortized deferred compensation costs associated with non-vestedunvested stock options as of September 30, 2017 March 31, 2021and 2016, December 31, 2020, respectively.



ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and the related notes included therein and our Annual Report on Form 10-K for the year ended December 31, 2016,2020, where certain terms (including trust, subsidiary and other entity names and financial, operating and statistical measures) have been defined.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes forward-looking statements. We base these forward-looking statements on our current plans, expectations and beliefs about future events. There are risks, including the factors discussed in “Risk Factors” in Part II, Item 1A and elsewhere in this Report, that our actual experience will differ materially from these expectations. For more information, see “Forward Looking“Forward-Looking Information” below.


In this Report, except as the context suggests otherwise, the words “Company,” “Atlanticus Holdings Corporation,” “Atlanticus,” “we,” “our,” “ours,” and “us” refer to Atlanticus Holdings Corporation and its subsidiaries and predecessors.


OVERVIEW

We utilize proprietary analytics and a flexible technology platform to enable financial institutions to provide various credit and related financial services and products to or associated witheveryday Americans. According to data published by Experian, 41% of Americans had FICO® scores of less than 700 as of the financially underservedsecond quarter of 2019. A recent survey conducted by Highland Solutions found that 63% of Americans lived “paycheck to paycheck” and 82% of people do not have access to an emergency fund. We believe this equates to a population of over 100 million everyday Americans in need of additional access to credit. These consumers often have financial needs that are not effectively met by larger financial institutions. By facilitating fairly priced consumer credit market. and financial service alternatives with value added features and benefits specifically curated for the unique needs of these consumers, we endeavor to empower everyday Americans on a path to improved financial well-being.

Currently, within our Credit and Other Investments segment, we are applying the experiences gained and infrastructure built from servicing over $25$26 billion in consumer loans over our 21-year24-year operating history to support lenders who originate a range of consumer loan products. These products include retail credit, personal loans,private label and general purpose credit cards marketedoriginated by lenders through multiple channels, including retail and healthcare point-of-sale (collectively "point-of-sale"), direct mail solicitation, Internet-based marketingonline and partnerships with third parties. In the point-of-sale channel, we partner with retailers and service providers in various industries across the U.S. to allow them to provide credit to their customers for the purchase of a variety of goods and services including consumer electronics, furniture, elective medical procedures, healthcare, educational services and home-improvements. The services of our bank partners are often extended to consumers who may not have access to financing options with larger financial institutions. We specialize in supporting this “second-look” credit service. Our flexible technology platform allows our lendingbank partners to integrate our paperless process and instant decision-makingdecisioning platform with the technology infrastructure of participating retailers and service providers. These services of our lending partners are often extended to consumers who may have been declined under traditional financing options. We specialize in supportingUsing this “second-look” credit service. Additionally, we support lenders who market general purpose personal loans and credit cards directly to consumers through additional channels, which enables them to reach consumers through a diverse origination platform that includes direct mail, Internet-based marketing and our retail partnerships. Our technology platform and proprietary analytics, enable lenders tocan make instant credit decisions utilizing hundreds of inputs from multiple sources and thereby offer credit to consumers overlooked by traditionalmany providers of credit.financing who focus exclusively on consumers with higher FICO scores. By offeringsupporting a range of products through a multitude of channels, we enable lenders to provide the right type of credit, whenever and wherever the consumer has a need. In

We are principally engaged in providing products and services to lenders in the U.S. and, in most cases, we invest in the receivables originated by lenders who utilize our technology platform and other related services.


From time to time, we also purchase receivables portfolios from third parties. In this Report, “receivables” or “loans” typically refer to receivables we have purchased from our bank partners or from third parties.

Using our infrastructure and technology platform, we also provide loan servicing, including risk management and customer service outsourcing, for third parties. Also through our Credit and Other Investments segment, we engage in testing and limited investment in consumer finance technology platforms as we seek to capitalize on our expertise and infrastructure.


Beyond these activities within our Credit and Other Investments segment, we invest in and service portfolios of credit card receivables. One of our portfolios of credit card receivables is encumbered by non-recourse structured financing, and for this portfolio our principal remaining economic interest is the servicing compensation we receive as an offset against our servicing costs given that the likely future collections on the portfolio are insufficient to allow for full repayment of the financing.

Additionally, we report within our Credit and Other Investments segmentsegment: (1) the income earned from an investment in an equity-method investee that holds credit card receivables for which we are the servicer.


Lastly, we report within our Creditservicer; and Other Investments segment(2) gains or losses associated with investments previously made in consumer finance technology platforms. These include investments in companies engaged in mobile technologies, marketplace lending and other financial technologies. These investments are carried at the lower of cost or market valuation. Some of these investees have in the past raised capital at valuations in excess of our associated book value. However, noneNone of these companies are publicly-traded and there are no material pending liquidity events, and ascribing valueevents. We will continue to thesecarry the investments on our books at this time would be speculative.

cost minus impairment, if any, plus or minus changes resulting from observable price changes.

The recurring cash flows we receive within our Credit and Other Investments segment principally include those associated with (1) point-of-sale and direct-to-consumer receivables, (2) servicing compensation and (3) credit card receivables portfolios that are unencumbered or where we own a portion of the underlying structured financing facility.


We historically financed most offacility (such as those associated with our investments in thelegacy credit card receivables originated throughoperations).

Subject to potential disruptions caused by COVID-19, we believe that our platform through the asset-backed securitization markets. These markets deteriorated significantly in 2008, and the level of “advance rates,” or leverage against credit card receivable assets, in the current asset-backed securitization markets is below pre-2008 levels. We do believe, however, that point-of-sale and direct-to-consumer receivables are generating, and will continue to generate, attractive returns on assets, thereby facilitating debt financing under terms and conditions (including advance rates and pricing) that will support attractive returns on equity, and we continue to pursue growth in this area.


Within our Auto Finance segment, our CAR subsidiary operations principally purchase and/or service loans secured by automobiles from or for, and also provide floor plan financing for, a pre-qualified network of independent automotive dealers and automotive finance companies in the buy-here, pay-here, used car business. We purchase auto loans at a discount and with dealer retentions or holdbacks that provide risk protection. Also within our Auto Finance segment, we are providing certain installment lending products in addition to our traditional loans secured by automobiles.

We closely monitor

Beyond these activities within our Credit and manage our expenses based on current product offerings (andOther Investments segment, we invest in recent years have significantly reduced our overhead infrastructure which was built to accommodate higher managed receivables levels and a much greater numberservice portfolios of accounts serviced). As such, we are maintaining our infrastructure and incurring increased overhead and other costs in order to expand point-of-sale and direct-to-consumer finance and credit solutions and new product offerings that we believe have the potential to grow into our existing infrastructure and allow for long-term shareholder returns.


card receivables.

Subject to the availability of capital at attractive terms and pricing, we plan to continue to evaluate and pursue a variety of activities, including: (1) investments in additional financial assets associated with point-of-sale and direct-to-consumer finance and credit activities as well as the acquisition of interests in receivables portfolios; (2) investments in other assets or businesses that are not necessarily financial services assets or businesses;businesses and (3) the repurchase of our convertible senior notes and other debt orand our outstanding common stock.

We elected the fair value option to account for certain loans receivable associated with our point-of-sale and direct-to-consumer platform that are acquired on or after January 1, 2020. We believe the use of fair value for these receivables more closely approximates the true economics of these receivables, better matching the yields and corresponding charge-offs. We believe the fair value option also enables us to report GAAP net income that provides increased transparency into our profitability and asset quality. Receivables arising in accounts originated prior to January 1, 2020 will continue to be accounted for in our 2020 and subsequent financial statements at amortized cost, net. We estimate the Fair Value Receivables using a discounted cash flow model, which considers various factors such as expected yields on consumer receivables, the timing of expected payments, customer default rates, estimated costs to service the portfolio, interest rates, and valuations of comparable portfolios. As a result of this fair value adoption, our loans, interest and fees receivable arising in accounts originated subsequent to January 1, 2020 will be carried at fair value with changes in fair value recognized directly in earnings, and certain fee billings (such as annual membership fees and merchant fees) and origination costs associated with these receivables will no longer be deferred. We reevaluate the fair value of our Fair Value Receivables at the end of each quarter.

COVID-19 Pandemic

On March 13, 2020, a national emergency was declared under the National Emergencies Act due to the COVID-19 pandemic. As of the date of filing this Quarterly Report on Form 10-Q, the duration and severity of the effects of the COVID-19 pandemic remain unknown. Likewise, we do not know the duration and severity of the impact of the COVID-19 pandemic on all members of the Company’s ecosystem – our bank partner, merchants and consumers – as well as our employees. In addition to instituting a Company-wide remote work program to ensure the safety of all employees and their families, we are communicating to employees on a regular basis regarding such efforts as planning for contingencies related to the COVID-19 pandemic, providing updated information and policies related to the safety and health of employees, and monitoring the ongoing pandemic for new developments that may impact the Company, our work locations or our employees and are taking reasonable measures. 

18


The following are anticipated key impacts on our business and response initiatives taken by the Company, in coordination with our partners, to mitigate such impacts:

Consumer spending behavior has been significantly impacted by the COVID-19 pandemic, principally due to restrictions on “non-essential” businesses, issuances of stay-at-home orders, and uncertainties about the extent and duration of the pandemic. Additionally, government stimulus programs have decreased consumer need for credit products and generally led to an increase in customer payments. While we have seen some improvements in this area, to the extent this change in consumer spending behavior continues, receivables purchases could decline relative to the prior year. The extent to which our merchants have remained open for business has varied across merchant category and geographic location within the U.S. 

Borrowers impacted by COVID-19 requesting hardship assistance have been receiving temporary relief from payments. While we expect these measures to mitigate credit losses, we anticipate that the elevated unemployment rate, while partially mitigated by the effects of government stimulus and relief measures (such as the Coronavirus Aid, Relief, and Economic Security (CARES) Act and the American Rescue Plan), may result in increased portfolio credit losses in the future.

As the impact of COVID-19 continues to evolve, the Company remains committed to serving our bank partner, merchants and consumers, while caring for the safety of our employees and their families. The potential impact that COVID-19 and related government stimulus and relief measures could have on our financial condition and results of operations remains highly uncertain. For more information, refer to Part II, Item 1A “Risk Factors” and, in particular, “– The global outbreak of COVID-19has caused severe disruptions in the U.S. economy, and may have an adverse impact on our performance, results of operations and access to capital.

CONSOLIDATED RESULTS OF OPERATIONS


     Income
 For the Three Months Ended September 30, Increases (Decreases)
(In Thousands)2017 2016 from 2016 to 2017
Total interest income$29,019
 $24,089
 $4,930
Interest expense(7,268) (5,257) (2,011)
Fees and related income on earning assets:     
Fees on credit products3,248
 944
 2,304
Changes in fair value of loans and fees receivable recorded at fair value1,153
 (1,857) 3,010
Changes in fair value of notes payable associated with structured financings recorded at fair value259
 259
 
Rental revenue
 758
 (758)
Other(494) (29) (465)
Other operating income:     
Servicing income1,034
 885
 149
Other income590
 69
 521
Gain on repurchase of convertible senior notes
 
 
Equity in income equity-method investee164
 629
 (465)
Total$27,705
 $20,490
 $7,215
Net recovery of losses upon charge off of loans and fees receivable recorded at fair value(2,393) (1,556) 837
Provision for losses on loans and fees receivable recorded at net realizable value24,087
 17,470
 (6,617)
Other operating expenses:     
Salaries and benefits5,296
 6,329
 1,033
Card and loan servicing8,687
 7,027
 (1,660)
Marketing and solicitation2,072
 587
 (1,485)
Depreciation, primarily related to rental merchandise236
 794
 558
Other4,210
 3,570
 (640)
Net loss(14,468) (9,065) (5,403)
Net loss attributable to noncontrolling interests1
 
 1
Net loss attributable to controlling interests(14,467) (9,065) (5,402)


     Income
 For the Nine Months Ended September 30, Increases (Decreases)
(In Thousands)2017 2016 from 2016 to 2017
Total interest income$81,635
 $63,851
 $17,784
Interest expense(19,504) (14,693) (4,811)
Fees and related income on earning assets:     
Fees on credit products6,351
 2,599
 3,752
Changes in fair value of loans and fees receivable recorded at fair value2,718
 568
 2,150
Changes in fair value of notes payable associated with structured financings recorded at fair value1,786
 2,363
 (577)
Rental revenue148
 8,091
 (7,943)
Other(65) 219
 (284)
Other operating income:     
Servicing income2,984
 3,313
 (329)
Other income939
 214
 725
Gain on repurchase of convertible senior notes
 1,037
 (1,037)
Equity in income equity-method investee902
 1,956
 (1,054)
Total$77,894
 $69,518
 $8,376
Net recovery of losses upon charge off of loans and fees receivable recorded at fair value(10,763) (12,607) (1,844)
Provision for losses on loans and fees receivable recorded at net realizable value50,484
 33,012
 (17,472)
Other operating expenses:     
Salaries and benefits16,314
 18,242
 1,928
Card and loan servicing23,866
 23,300
 (566)
Marketing and solicitation6,731
 2,374
 (4,357)
Depreciation, primarily related to rental merchandise789
 7,049
 6,260
Other16,842
 6,199
 (10,643)
Net loss(22,522) (4,240) (18,282)
Net (income) loss attributable to noncontrolling interests(1) 5
 (6)
Net loss attributable to controlling interests(22,523) (4,235) (18,288)

          

Income

 
  

For the Three Months Ended March 31,

  

Increases (Decreases)

 

(In Thousands)

 

2021

  

2020

  

from 2020 to 2021

 

Total operating revenue

 $143,895  $140,518  $3,377 

Other non-operating revenue

  840   (10)  850 

Interest expense

  (12,298)  (13,584)  1,286 
Loss on repurchase of convertible senior notes  (7,807)     (7,807)
Provision for losses on loans, interest and fees receivable recorded at net realizable value  (4,135)  (67,336)  63,201 

Changes in fair value of loans, interest and fees receivable and notes payable associated with structured financings recorded at fair value

  (27,491)  (15,191)  (12,300)
Net margin  93,004   44,397   48,607 

Operating expenses:

            

Salaries and benefits

  8,239   7,510   (729)

Card and loan servicing

  17,387   15,837   (1,550)

Marketing and solicitation

  10,301   9,317   (984)

Depreciation

  312   285   (27)

Other

  4,968   4,801   (167)
Total operating expenses:  41,207   37,750   3,457 
             
Net income  44,027   5,362   38,665 

Net loss attributable to noncontrolling interests

  48   63   (15)
Net income attributable to controlling interests  44,075   5,425   38,650 
Net income attributable to controlling interests to common shareholders  39,388   2,666   36,722 

Three and Nine Months EndedSeptember 30, 2017March 31, 2021, Compared to Three and Nine Months EndedSeptember 30, 2016

March 31, 2020

Total interest income.operating revenue. Total operating revenue consists of: 1) interest income, consists primarily of finance charges and late fees earned on point-of-saleconsumer loans, 2) other fees on credit products including annual and direct-to-consumer receivables, credit cardmerchant fees and auto finance receivables. 3) ancillary, interchange and servicing income on loan portfolios.

Period-over-period results primarily relate to growth in point-of-sale finance and direct-to-consumer products, the receivables of which increased from $192.5$911.7 million as of September 30, 2016March 31, 2020 to $284.3$1,088.5 million as of September 30, 2017. These increases were partially offset, however, by continued net liquidations of our historical credit card receivable portfolios overMarch 31, 2021. While we noted some disruptions in consumer spending behavior due to the past year. WeCOVID-19 pandemic and the related economic impacts, we are currently experiencing continued period-over-period growth in point-of-sale and direct-to-consumer receivables and to a lesser extent in our CAR receivables—growth which we expect to result in net period-over-period growth in our total interest income and related fees for these operations for the remainder of 2017 and into 2018.throughout 2021. Future periods’ growth is also dependent on the addition of new retail partners to expand the reach of point-of-sale operations as well as growth within existing partnerships and continued growth and marketing within the direct-to-consumer receivables. Despite anticipated increasesAs discussed elsewhere in this Report, we have elected the fair value option to account for certain loan receivables associated with our point-of-sale and direct-to-consumer receivables, continued net liquidations of our historical credit card receivables will continue to offset someplatform that are originated on or after January 1, 2020. As a result, annual fees and merchant fees that are charged upon the acquisition of the expected increasesreceivable will no longer be deferred and could result in overall net declines in interest income period-over-period if our investments in new receivable originations decline.


Interest expense. Variations in interest expense are due to our debt facilities being repaid commensurate with net liquidations of the underlying credit card, auto finance and installment loan receivables that serve as collateral for the facilities offset by new borrowings associated with growth in point-of-sale and direct-to-consumer receivables and CAR operations as evidenced within Note 7, “Notes Payable,” to our consolidated financial statements. We anticipate additional debt financing over the next few quarters as we continue to grow, and as such, we expect our quarterly interest expense towill be above that experiencedrecognized in the prior periods for these operations.
Feesloan acquisition period. This difference in recognition also served to increase our other fees on credit products (included as a component of "Fees and related income on earning assets.  The significant factors affectingassets" on our differing levelsConsolidated Statements of feesOperations). Other revenue on our Consolidated Statements of Operations consists of ancillary, interchange and related income on earning assets include:

    declines in rental revenue as we significantly reduced rent-to-own operations in the fourth quarter of 2015servicing income. Ancillary and for which we discontinued new acquisitions in 2016. We do not expect futureinterchange revenues associated with this product offering as existing rent-to-own contracts have effectively concluded with no new acquisitions expected;
increases in fees on credit products, associated withare largely impacted by growth in point-of-sale finance and direct-to-consumer products offset somewhat by general net declines in historical creditour receivables as discussed above. These fees are earned when our customer's cards are used over established card receivables; and
networks. We earn a portion of the effects of changes ininterchange fee the fair values of credit card receivables recorded at fair value and notes payable associated with structured financings recorded at fair value as described below.

We expect increasing levels of credit card fee incomenetworks charge merchants for the remainder of 2017 and into 2018 as we continue to invest in new credit card receivables as part of our direct-to-consumer operations, offset somewhat by diminishing fee income associated with our existing portfolios of liquidating credit card receivables. Additionally, for credit card accounts for which we use fair value accounting, we expect our change in fair value of credit card receivables recorded at fair value and our change in fair value of notes payable associated with structured financings recorded at fair value amounts to gradually diminish (absent significant changes in the assumptions used to determine these fair values) in the future. These amounts, however, are subject to potentially high levels of volatility if we experience changes in the quality of our credit card receivables or if there are significant changes in market valuation factors (e.g., interest rates and spreads) in the future. Such volatility will be muted somewhat, however, by the offsetting nature of the receivables and underlying debt being recorded at fair value and with the expected reductions in the face amounts of such outstanding receivables and debt as we experience further credit card receivables liquidations and associated debt amortizing repayments. Further, as discussed above, we do not expect meaningful levels of rental revenue as existing rent-to-own contracts have effectively concluded with no new acquisitions expected. This decline in rental revenues will serve to offset some of the aforementioned growth we expect in our credit card fee income.

Servicing income.transaction. We earn servicing income by servicing loan portfolios for third parties (including our equity-method investee). Unless and/or until we grow the number of contractual servicing relationships we have with third parties or our current relationships grow their loan portfolios, we will not experience significant growth and income within this category, and we currently expect to experience limited growthcontinued declines in this category of revenue relative to revenue earned in prior periods.
Other income.  Historically included within our The above discussions on expectations for finance, fee and other income category are ancillary and interchange revenues, which are now relatively insignificant for us due to previous credit card account closures and net credit card receivables portfolio liquidations. Given recent growth associated with new credit card offeringsbased on our current expectations. The unknown impacts COVID-19 and related receivables, we expect ancillarygovernment stimulus and interchange revenues to grow modestly throughout the year. Also included within our other income category are certain reimbursements we receive in respect of one of our portfolios.

Equity in income of equity-method investee.  Because our equity-method investee uses the fair value option to account for its financial assets and liabilities, changes in fair value estimates can cause some volatility in the earnings of this investee. Because of continued liquidations in the credit card receivables portfolio of our equity-method investee, absent additional investments in our existing or in new equity-method investees in the future, we expect gradually declining effects from our equity-method investmentrelief measures may have on our operating results.
Net recovery of losses upon charge off ofability to acquire new receivables or the impact they may have on consumers' ability to make payments on outstanding loans and fees receivable recorded at fair value. This account reflects charge offs (netcould result in changes in these assumptions in the near term.

Loss on repurchase of recoveries) ofconvertible senior notes. In the three months ended March 31, 2021, we repurchased $14.7 million in face amount of our outstanding convertible senior notes for $18.6 million in cash (including accrued interest). The repurchase resulted in a loss of approximately $7.8 million (including the convertible senior notes’ applicable share of deferred costs, which were written off in connection with the repurchase). Upon acquisition, the notes were retired. We will continue to seek opportunities to repurchase our convertible senior notes.

Other non-operating revenue. Included within our Other non-operating income category is income (or loss) associated with investments in non-core businesses or other items not directly associated with our ongoing operations. In the three months ended March 31, 2021 we liquidated one of these investments, resulting in income of approximately $560,000. As previously discussed, these investments are carried at the lower of cost or market valuation. None of these companies are publicly-traded and there are no material pending liquidity events. We will continue to carry the investments on our books at cost minus impairment, if any, plus or minus changes resulting from observable price changes.

Interest expense. Variations in interest expense are due to new borrowings associated with growth in point-of-sale and direct-to-consumer receivables and CAR operations as evidenced within Note 9, “Notes Payable,” to our consolidated financial statements offset by our debt facilities being repaid commensurate with net liquidations of the underlying credit card, auto finance and installment loan receivables we record at fair value onthat serve as collateral for the facilities. Outstanding notes payable, net of unamortized debt issuance costs and discounts, associated with our consolidated balance sheet. We have experiencedpoint-of-sale and direct-to-consumer platform increased from $682.1 million as of March 31, 2020 to $781.0 million as of March 31, 2021. Despite, this increase, an overall decrease in the weighted average cost of funds, coupled with repurchases of our convertible senior notes, resulted in a general trendingyear over year decline in and we expect future trending declines in, these charge-offsinterest expense. We anticipate additional debt financing over the next few quarters as we continue to liquidate our historical credit card receivables. Additionally, net recovery in both periods reflects the effects of reimbursements received in respect of one of our portfolios. In the three and nine months ended September 30, 2017 and 2016, these reimbursements exceeded the charge-offs experienced within the portfolio during the periods presented as the reimbursements are not directly associated with the timing of actual charge-offs. The timing of these reimbursements cannot be reliably determinedgrow, and as such, we may not continueexpect our quarterly interest expense to experience similar positive impactsbe above that experienced in future quarters.



the prior periods for these operations.

Provision for losses on loans, interest and fees receivable recorded at net realizable value. Our provision for losses on loans, interest and fees receivable recorded at net realizable value covers, with respect to such receivables, changes in estimates regarding our aggregate loss exposures on (1) principal receivable balances, (2) finance charges and late fees receivable underlying income amounts included within our total interest income category, and (3) other fees receivable. We have experienced a period-over-period increase in this category betweenRecoveries of charged off receivables, consist of amounts received from the three months ended September 30, 2017efforts of third-party collectors we employ and 2016 andthrough the nine months ended September 30, 2017 and 2016 primarily reflecting the effectssale of volumecharged-off accounts to unrelated third-parties. All proceeds received associated with point-of-sale, direct-to-consumercharged-off accounts, are credited to the allowance for uncollectible loans, interest and credit card finance receivables (i.e., growth of new product receivablesfees receivable and their subsequent maturation), rather than specific credit quality changes or deterioration, which also impactedeffectively offset our provision for losses on loans, interest and fees receivable recorded at net realizable value.

We have experienced a period-over-period decrease in this category between the years ended March 31, 2020 and March 31, 2021 primarily reflecting: 1) the effects of our adoption of the fair value option to account for certain loans receivable that are acquired on or after January 1, 2020 which has resulted in a lesser degree.decline in the outstanding receivables subject to this provision and 2) the overall reduction in delinquencies associated with these receivables in part due to recent government stimulus programs, which have served to increase payments on outstanding receivables. This reduction in provision has been offset somewhat due to additional reserves associated with accounts that have been impacted due to COVID-19. See Note 2, “Significant Accounting Policies and Consolidated Financial Statement Components,” to our consolidated financial statements and the discussions of our Credit and Other Investments and Auto Finance segments for further credit quality statistics and analysis.


 Given our adoption of fair value accounting for certain receivables acquired on or after January 1, 2020, and absent the unknown impacts COVID-19 and related government stimulus and relief measures may have on our ability to acquire new receivables or the impact they may have on our customers' ability to make payments on outstanding loans and fees receivable, we expect that our provision for losses on loans will continue to diminish, relative to levels experienced in prior periods, as the underlying receivables that continue to be recorded at net realizable value liquidate.

Changes in fair value of loans, interest and fees receivable and notes payable associated with structured financings recorded at fair value. For credit card receivables for which we use fair value accounting (including those that we elected the fair value option for on January 1, 2020), we expect our change in fair value of credit card receivables recorded at fair value to increase throughout 2021 commensurate with growth in these receivables. Inversely (and to a lesser degree), we expect our change in fair value of notes payable associated with structured financings for our legacy credit card receivables recorded at fair value amounts to gradually diminish (absent significant changes in the assumptions used to determine these fair values) in the future. We may adjust our models to reflect macro events that we believe market participants would consider relevant. With the aforementioned market impacts of COVID-19 and related government stimulus and relief measures, we have included some expected market degradation in our model to reflect the possibility of delinquency rates increasing in the near term (and the corresponding increase in chargeoffs and decrease in payments) above the level that historical trends would suggest. These amounts, however, are subject to potentially high levels of volatility if we experience changes in the quality of our credit card receivables or if there are significant changes in market valuation factors (e.g., interest rates and spreads) in the future. 

Total other operating expense. Total other operating expense variances for the three and nine months ended September 30, 2017,March 31, 2020, relative to the three and nine months ended September 30, 2016,March 31, 2021, reflect the following:

increases in salaries reflecting marginal growth in both the number of employees and increases in related benefit costs. We expect some marginal increase in this cost for 2021 when compared to 2020 as we expect our receivables to continue to grow and as a result we expect to modestly increase our number of employees;

slight

increases in card and loan servicing expenses in the three and nine months ended September 30, 2017March 31, 2021 when compared to the three and nine months ended September 30, 2016March 31, 2020 due to growth in receivables associated with our investments in point-of-sale and direct-to-consumer receivables, which grew from $192.5$911.7 million outstanding to $284.3$1,088.5 million outstanding at September 30, 2016March 31, 2020 and September 30, 2017, respectively, offset byMarch 31, 2021, respectively. As many of the discontinuation of acquisitions of our rent-to-own products as well as continued net liquidations in our historical credit card portfolios, the receivables of which declined from $32.5 million outstanding to $23.8 million outstanding at September 30, 2016 and September 30, 2017, respectively;

increases in other expenses due to the reversal of a £3.4 million ($5.0 million) reserve in the nine months ended September 30, 2016. This reserve related to a review in the U.K. by HM Revenue and Customs (“HMRC”) associated with filings by oneour card and loan servicing efforts are now variable based on the amount of underlying receivables, we would expect this number to continue to grow throughout 2021. As our U.K. subsidiaries to reclaim value-added-tax. Additionally impacting the higher expenses noted during the three and nine months ended September 30, 2017 are increased occupancyreceivables have grown, we have significantly reduced our servicing costs legal costs associated with new product offerings and increased costs associated with translation impacts for U.K. liabilities;
increases in marketing and solicitation costs for the three and nine months ended September 30, 2017 primarily due to volume related increases in costs attributable to the growth in our retail point-of-sale and direct-to-consumer portfolios. We expect that increased origination and brand marketing support will result in overall increases in year-over-year costs during the remainderper account, realizing greater economies of 2017 and into 2018 although the frequency and timing of marketing efforts could result in reductions in quarter-over-quarter marketing costs; andscale.

general increases in other expenses related to receivables acquisition, risk management costs and third party costs associated with ongoing information technology upgrades.

Offsetting these increases were decreases in depreciation primarily associated with discontinuation of acquisitions under our rent-to-own program which had no meaningful depreciation in 2017 compared to $0.5 million and $5.2 million for the three and nine months ended 2016, respectively.

increases in marketing and solicitation costs for the three months ended March 31, 2021 primarily due to receivables growth associated with our direct-to-consumer and retail point-of-sale portfolios. We expect that increased origination and brand marketing support will result in overall increases in year-over-year costs during 2021 although the frequency and timing of marketing efforts could result in reductions in quarter-over-quarter marketing costs; and

other expenses primarily relate to fixed costs associated with occupancy or other third party expenses that are largely fixed in nature. While we expect some increase in these costs as we continue to grow our receivable portfolios, we do not anticipate the increases to be meaningful.

Certain operating costs are variable based on the levels of accounts and receivables we service (both for our own account and for others) and the pace and breadth of our growth in receivables. However, a number of our operating costs are fixed and until recently have comprised a larger percentage of our total costs based on the ongoing contraction of our historical credit card receivables.costs. This trend is gradually reversing however, as we continue to grow our earning assets (including loans, interest and fees receivable) based principally on growth of point-of-sale and direct-to-consumer receivables and to a lesser extent, growth within our CAR operations. This is evidenced by the growth we experienced in our managed receivables levels over the past two years with minimal growth in the fixed portion of our card and loan servicing expenses as well as our salaries and benefits costs as we were able to better utilize our fixed costs to grow our asset base. We continue to perform extensive reviews of all areas of our businesses for cost savings opportunities to better align our costs with our portfolio of managed receivables.

Notwithstanding our cost-controlcost-management efforts, and focus, we expect increased levels of expenditures associated with anticipated growth in point-of-sale and direct-to-consumer personal loan and credit card-related operations. These expenses will primarily relate to the variable costs of marketing efforts and card and loan servicing expenses associated with new receivable acquisitions. While we have greater control over our variableThe above referenced unknown potential impacts related to COVID-19 could result in more variability in these expenses it is difficult (as explained above) for us to appreciably reduce our fixed and other costs associated with an infrastructure (particularly within our Credit and Other Investments segment) that was built to support levels of managed receivables that are significantly higher than both our current levels and the levels that we expect to see in the near future. At this point, our Credit and Other Investments segment cash inflows are sufficient to cover its direct variable costs and a portion, but not all, of its share of overhead costs (including, for example, corporate-level executive and administrative costs and our convertible senior notes interest costs). As such, if we are


unable to contain overhead costs or expand revenue-earning activities to levels commensurate with such costs, then, depending upon the earnings generated from our Auto Finance segment and our liquidating credit card portfolios, we may experience continuing pressure oncould impair our ability to achieve consistent profitability.
acquire new receivables, resulting in increased costs despite our efforts to manage costs effectively.

Noncontrolling interests. We reflect the ownership interests of noncontrolling holders of equity in our majority-owned subsidiaries as noncontrolling interests in our consolidated statements of operations. Unless we enter into significant new majority-owned subsidiary ventures with noncontrolling interest holders in the future, we expect to have negligible noncontrolling interests in our majority-owned subsidiaries and negligible allocations of income or loss to noncontrolling interest holders in future quarters.

On November 14, 2019, a wholly-owned subsidiary issued 50.5 million Class B preferred units at a purchase price of $1.00 per unit to an unrelated third party. The units carry a 16% preferred return to be paid quarterly, with up to 6 percentage points of the preferred return to be paid through the issuance of additional units or cash, at our election. The units have both call and put rights and are also subject to various covenants including a minimum book value, which if not satisfied, could allow for the securities to be put back to the subsidiary. On March 30, 2020, the subsidiary issued an additional 50.0 million Class B preferred units under the same terms. The proceeds from the transaction are being used for general corporate purposes. We have included the issuance of these Class B preferred units as temporary noncontrolling interests on the consolidated balance sheets and the associated dividends are included as a reduction of our net income attributable to common shareholders on the consolidated statements of operations.

Income Taxes.We experienced an effective income tax benefit ratesrate of 0.2% and 14.6%15.0% for the three and nine months ended September 30, 2017, respectively,March 31, 2021, compared to effective income tax benefit rates of 34.0% and 47.3%19.3% for the three and nine months ended September 30, 2016, respectively.  March 31, 2020. 

Our effective income tax benefit rates for the three and nine months ended September 30, 2017 are below the statutory rate principally due to (1) interest and penalties that we accrued on unpaid federal tax liabilities and (2) our establishment of, and increases in, our valuation allowances during such periods against our net federal deferred tax assets that arose during such periods associated with our net loss incurred during such periods. Our effective income tax benefit rate for the three months ended September 30, 2016March 31, 2021 is below the statutory rate due to (1) deductions associated with the exercise of stock options and the vesting of restricted stock at times when the fair value of our stock exceeded such share-based awards’ grant date values, (2) our deduction for income tax purposes of amounts characterized in our consolidated financial statements as dividends on a preferred stock issuance, such amounts constituting deductible interest expense on a debt issuance for tax purposes, and (3) our release of state tax valuation allowances. Partially offsetting such effects on our effective tax rate are (1) the effects of executive compensation deduction limits under Section 162(m) of the Internal Revenue Code of 1986, as amended, and (2) state and foreign income tax expense.

Our effective tax rate for the three months ended March 31, 2020, was below the statutory rate principally due to our accrualsdeduction for income tax purposes of amounts characterized in our consolidated financial statements as dividends on a preferred stock issuance, such amounts constituting deductible interest expense on a debt issuance for tax purposes, the aforementioned being partially offset by state and penalties on unpaidforeign income tax expense during such period.

We report interest expense associated with our income tax liabilities relative to our $13.7 million of pre-tax loss during that period. Our effective income(including accrued liabilities for uncertain tax benefit rate for the nine months ended September 30, 2016 was above the statutory rate principally due to income during that period of our U.K. subsidiary that was not subject to tax in the U.S. and the U.K. tax on which was fully offset by the release of U.K. valuation allowances in that period.


We report income tax-related interest and penaltiespositions) within our income tax benefit or expense line item on our consolidated statements of operations. We likewise report within such line item the reversal of such interest and penalties within the income tax benefit or expense line item to the extent that we resolveassociated with our accrual liabilities for uncertain tax positions or unpaid taxto the extent we resolve such liabilities in a manner favorable to our accruals therefor. DuringWe have de minimis interest expense or reversals thereof during the three and nine months ended September 30, 2017, our income tax benefits were offset by $0.2 millionMarch 31, 2021, and $0.5 million2020.

20


In December 2014, we reached a settlement with the IRS concerning the tax treatment of net operating losses that we incurred in 2007 and 2008 and carried back to obtain refunds of federal income taxes paid in earlier years dating back to 2003. Our net unpaid income tax assessment associated with that settlement was $7.4 million at September 30, 2017; this amount excludes unpaid interest and penalties on the tax assessment, the accruals for which aggregated $3.9 million at September 30, 2017. Prior to our filing amended return claims that would have eliminated the $7.4 million assessment (and corresponding interest and penalties) under a negotiated provision of the IRS settlement, the IRS filed a lien (as is customarily the case) associated with the assessment. Subsequently, an IRS examination team denied our amended return claims, and we filed a protest with IRS Appeals. In October 2017, we attended an IRS Appeals conference related to the subject matter underlying our amended return claims, and we are in the process of preparing a supplemental submission to address matters on which the IRS Appeals Officer needed additional support.

Credit and Other Investments Segment


Our Credit and Other Investments segment includes our activities relating to our servicing of and our investments in the point-of-sale and direct-to-consumer personal finance and credit card operations, our various credit card receivables portfolios, as well as other product testing and investments that generally utilize much of the same infrastructure. The types of revenues we earn from our investments in receivables portfolios and services primarily include fees and finance charges, merchant fees and the accretion of discountsor annual fees associated with the point-of-sale and direct-to-consumer receivables.



We record (i) the finance charges, discount accretionmerchant fees and late fees assessed on our Credit and Other Investments segment receivables in the interest incomeRevenue - consumerConsumer loans, including past due fees category on our consolidated statements of operations, (ii) the rental revenue, over-limit, annual, activation, monthly maintenance, returned-check, cash advance and other fees in the feesRevenue - Fees and related income on earning assets category on our consolidated statements of operations, and (iii) the charge offs (and recoveries thereof) within our provisionProvision for losses on loans, interest and fees receivable recorded at net realizable value on our consolidated statements of operations (for all credit product receivables other than those for which we have elected the fair value option) and within losses upon charge offChanges in fair value of loans, interest and fees receivable recorded at fair valueand notes payable on our consolidated statements of operations (for all of our other receivables for which we have elected the fair value option). Additionally, we show the effects of fair value changes for those credit card receivables for which we have elected the fair value option as a component of Changes in fair value of loans, interest and fees receivable and related income on earning assetsnotes payable associated with structured financings recorded at fair value in our consolidated statements of operations.

We historically have invested in receivables portfolios through subsidiary entities. If we control through direct ownership or exert a controlling interest in the entity, we consolidate it and reflect its operations as noted above. If we exert significant influence but do not control the entity, we record our share of its net operating results in the equity in income of equity-method investee category on our consolidated statements of operations.

Managed Receivables
We make various references within our discussion of the Credit and Other Investments segment

Non-GAAP Financial Measures

In addition to our managed receivables. In calculatingfinancial measures presented in accordance with GAAP, we present managed receivables, data, we include withintotal managed yield, total managed yield ratio, combined net charge-off ratio, percent of managed receivables those receivables we manage for our consolidated subsidiaries, but we exclude from30 or more days past due, percent of managed receivables any noncontrolling interest holders’ shares60 or more days past due and percent of the receivables. Additionally, we include within managed receivables only our economic share90 or more days past due, all of the receivables that we manage for our equity-method investee.

Financial, operating and statistical data based on aggregate managed receivableswhich are important to anynon-GAAP financial measures. These non-GAAP financial measures aid in the evaluation of the performance of our credit portfolios, including our risk management, servicing and collection activities and our valuingvaluation of purchased receivables. In allocating our resources and managing our business, management relies heavily upon financial data and results prepared on this “managed basis.” Analysts, investors and others also consider it important that we provide selected financial, operating and statistical data on a managed basis because this allows a comparison of us to others within the specialty finance industry. Moreover, our management, analysts, investors and others believe it is critical that they understand theThe credit performance of the entire portfolio of our managed receivables because it revealsprovides information concerning the quality of loan originations and the related credit risks inherent withinwith the portfolios.

Reconciliation Management relies heavily upon financial data and results prepared on the “managed basis” in order to manage our business, make planning decisions, evaluate our performance and allocate resources.

These non-GAAP financial measures are presented for supplemental informational purposes only. These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or as a substitute for, GAAP financial measures. These non-GAAP financial measures may differ from the non-GAAP financial measures used by other companies. A reconciliation of each of these non-GAAP financial measures to the most directly comparable GAAP financial measure is provided below for each of the fiscal periods indicated. 

These non-GAAP financial measures include only the performance of those receivables underlying consolidated subsidiaries (for receivables carried at amortized cost basis and fair value) and exclude the performance of receivables held by our equity method investee. As the receivables underlying our equity method investee reflect a small and diminishing portion of our overall receivables base, we do not believe their inclusion or exclusion in the overall results is material. Additionally, we calculate average managed receivables databased on the quarter-end balances. 

The comparison of non-GAAP managed receivables to our GAAP financial statements requires: (1)requires an understanding that managed receivables reflect the face value of loans, interest and fees receivable without any consideration for potential loan losses or other adjustments to reflect fair value.

Below are (i) the reconciliation of Loans, interest and fees receivable, at fair value to Loans, interest and fees receivable, at face value and (ii) the calculation of managed receivables:

  

At or for the Three Months Ended

 
  2021  2020  2019 

(in Millions)

 

Mar. 31 (1)

  

Dec. 31 (1)

  

Sept. 30 (1)

  

Jun. 30 (1)

  

Mar. 31 (1)

  

Dec. 31

  

Sept. 30

  

Jun. 30

 

Loans, interest and fees receivable, at fair value

 $481.4  $417.1  $310.8  $177.9  $89.4  $4.4  $4.5  $4.9 

Fair value mark against receivable (2)

 $112.3  $99.0  $71.8  $42.7  $17.5  $2.0  $2.6  $2.9 

Loans, interest and fees receivable, at face value

 $593.7  $516.1  $382.6  $220.6  $106.9  $6.4  $7.1  $7.8 

(1) As discussed in more detail above in "—Overview," we elected the fair value option to account for certain loans receivable associated with our point-of-sale and direct-to-consumer platform that are acquired on or after January 1, 2020.

(2) The fair value mark against receivables reflects the difference between the face value of a receivable and the net present value of the expected cash flows associated with that receivable. See Note 6, “Fair Value of Assets and Liabilities” to our consolidated financial statements included herein for further discussion on assumptions underlying this calculation.

  

At or for the Three Months Ended

 
  2021  2020  2019 

(in Millions)

 

Mar. 31

  

Dec. 31

  

Sept. 30

  

Jun. 30

  

Mar. 31

  

Dec. 31

  

Sept. 30

  

Jun. 30

 

Loans, interest and fees receivable, gross

 $498.8  $574.3  $604.8  $679.6  $810.6  $908.4  $769.0  $602.3 

Loans, interest and fees receivable, gross from fair value reconciliation above

  593.7   516.1   382.6   220.6   106.9   6.4   7.1   7.8 

Total managed receivables

 $1,092.5  $1,090.4  $987.4  $900.2  $917.5  $914.8  $776.1  $610.1 

As discussed above, our managed receivables data differ in certain aspects from our GAAP data in certain areas. First, managed receivables data are based on billings and actual charge offs as they occur without regard to any changes in our allowance for uncollectible loans, interest and fees receivable or any changes in the fair value of loans and fees receivable and their associated structured financing notes; (2) inclusion of our economic share of (or equity interest in) the receivables we managereceivable. Second, for our equity-method investee; (3) removal of any noncontrolling interest holders’ shares of the managed receivables underlyingdata, we amortize certain fees (such as annual and merchant fees) associated with our GAAP consolidated results; (4) adjustment of principal charge offs for the difference between the deemed face amount and the deemed discounted repurchase price of the receivables which is treated as credit quality discount to be accreted into managed earnings as a reduction of adjusted net charge offsFair Value Receivables over the remainingexpected life of the receivables;corresponding receivable and (5) the exclusion from ourrecognize certain costs, such as claims made under credit deferral programs, when paid. Under fair value accounting, these fees are recognized when billed or upon receivable acquisition. Third, managed receivables data excludes the impacts of certain reimbursements received in respect of one of our portfolios which resulted in pre-tax income benefits within our total interest income, fees and related income on earning assets, losses upon charge off of loans and fees receivable recorded at fair value, net of recoveries, other income, servicing income, and equity in income of equity-method investee line items onequity method investees. A reconciliation of our consolidated statementsoperating revenues to comparable amounts used in our calculation of operations totaling approximately $2.9 million for the three months ended September 30, 2017, $1.1 million for the three months ended June 30, 2017, $8.6 million for the three months ended March 31, 2017, $10.3 million for the three months ended December 31, 2016, $2.4 million for the three months ended September 30, 2016, $7.1 million for the three months ended June 30, 2016, $5.9 million for the three months ended March 31, 2016, and $10.7 million for the three months ended December 31, 2015. This last categoryTotal managed yield ratios are as follows (in millions):

  

At or for the Three Months Ended

 
  2021  2020  2019 
  

Mar. 31

  

Dec. 31

  

Sept. 30

  

Jun. 30

  

Mar. 31

  

Dec. 31

  

Sept. 30

  

Jun. 30

 

Consumer loans, including past due fees

 $94.1  $95.7  $95.6  $92.2  $95.3  $77.1  $62.7  $47.3 

Fees and related income on earning assets

  37.0   31.4   35.5   32.4   34.6   24.2   19.7   14.3 

Other revenue

  4.2   4.8   4.5   2.6   2.5   4.4   3.9   2.7 

Adjustments due to acceleration of merchant fee discount amortization under fair value accounting

  (5.5)  (6.6)  (19.2)  (16.7)  (10.5)         

Adjustments due to acceleration of annual fees recognition under fair value accounting

  (4.6)  (1.1)  (7.8)  (6.2)  (8.6)         

Removal of expense accruals under GAAP

  0.2   (0.1)  (0.7)  (0.1)  1.4          

Total managed yield

 $125.4  $124.1  $107.9  $104.2  $114.7  $105.7  $86.3  $64.3 

The calculation of Combined net charge offs used in our Combined net charge-off ratio, annualized is excluded because it does not bear on our performance in managing our credit card portfolios, including our risk management, servicing and collection activities and our valuing of purchased receivables; moreover, it is difficult to determine the future effects of any such reimbursements that may be received.


Asset quality. as follows (in millions):

  

At or for the Three Months Ended

 
  2021  2020  2019 
  

Mar. 31

  

Dec. 31

  

Sept. 30

  

Jun. 30

  

Mar. 31

  

Dec. 31

  

Sept. 30

  

Jun. 30

 

Net losses on impairment of loans, interest and fees receivable recorded at fair value

 $14.3  $8.6  $3.3  $0.4  $0.3  $0.2  $0.2  $0.2 

Gross charge offs on non fair value accounts

  26.3   30.6   54.3   71.8   70.5   49.9   34.8   34.2 

Recoveries on non fair value accounts

  (3.4)  (4.3)  (5.4)  (11.0)  (4.4)  (2.6)  (4.3)  (1.8)

Combined net charge-offs

 $37.2  $34.9  $52.2  $61.2  $66.4  $47.5  $30.7  $32.6 

Our delinquency and charge-off data at any point in time reflect the credit performance of our managed receivables. The average age of the accounts underlying our receivables, the timing and size of portfolio purchases, the success of our collection and recovery efforts and general economic conditions all affect our delinquency and charge-off rates. The average age of the accounts underlying our receivables portfolio also affects the stability of our delinquency and loss rates. We consider this delinquency and charge-off data in our determination of the fair value of our credit card receivables underlying formerly off-balance-sheet securitization structures, as well as our allowance for uncollectible loans, interest and fees receivable in the case offor our other credit product receivables that we report at net realizable value. Our strategy for managing delinquency and receivables losses consists of account management throughout the life of the receivable. This strategy includes credit line management and pricing based on the risks. See also our discussion of collection strategiesstrategy under the “How Do We Collect?”“Collection Strategy” in Item 1, “Business” of our Annual Report on Form 10-K10K for the year ended December 31, 2016.

2020.

The following table presents the delinquency trends of the receivables we manage within our Credit and Other Investments segment, as well as charge-off data and other non-GAAP managed receivables statistics (in thousands; percentages of total):

  

At or for the Three Months Ended

 
  2021  2020 
  

Mar. 31

  

Dec. 31

  

Sept. 30

  

Jun. 30

 
  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

 

Period-end managed receivables

 $593,703  $498,806  $1,092,509      $516,064  $574,309  $1,090,373      $382,580  $604,805  $987,385      $220,603  $679,593  $900,196     

30 or more days past due

 $46,150  $46,083  $92,233   8.4% $43,881  $58,744  $102,625   9.4% $20,238  $55,393  $75,631   7.7% $8,974  $87,214  $96,188   10.7%

60 or more days past due

 $35,132  $35,224  $70,356   6.4% $29,794  $41,214  $71,008   6.5% $12,844  $42,096  $54,940   5.6% $5,913  $74,443  $80,356   8.9%

90 or more days past due

 $25,732  $28,011  $53,743   4.9% $19,498  $29,382  $48,880   4.5% $8,355  $30,718  $39,073   4.0% $3,029  $58,821  $61,850   6.9%

Averaged managed receivables

         $1,091,441              $1,038,879              $943,791              $908,839     

Total managed yield ratio, annualized (1)

          46.0%              47.8%              45.7%              45.9%    

Combined net charge-off ratio, annualized (2)

          13.6%              13.4%              22.1%              26.9%   

 

  

At or for the Three Months Ended

 
  

2020

  

2019

 
  

Mar. 31

  

Dec. 31

  

Sept. 30

  

Jun. 30

 
  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

 

Period-end managed receivables

 $106,899  $810,582  $917,481      $6,404  $908,424  $914,828      $7,070  $769,032  $776,102      $7,805  $602,326  $610,131     

30 or more days past due

 $1,322  $145,260  $146,582   16.0% $427  $139,661  $140,088   15.3% $419  $99,524  $99,943   12.9% $380  $69,686  $70,066   11.5%

60 or more days past due

 $221  $113,536  $113,757   12.4% $314  $103,870  $104,184   11.4% $281  $71,374  $71,655   9.2% $260  $49,649  $49,909   8.2%

90 or more days past due

 $155  $82,501  $82,656   9.0% $221  $73,868  $74,089   8.1% $185  $47,358  $47,543   6.1% $186  $35,147  $35,333   5.8%

Averaged managed receivables

         $916,155              $845,465              $693,117              $545,529     

Total managed yield ratio, annualized (1)

          50.1%              50.0%              49.8%              47.1%    

Combined net charge-off ratio, annualized (2)

          29.0%              22.5%              17.7%              23.9%    

(1) The Total managed yield ratio, annualized is calculated using the annualized total managed yield as the numerator and period-end average managed receivables as the denominator.

(2) The Combined net charge-off ratio, annualized is calculated using the annualized combined net chargeoffs as the numerator and period-end average managed receivables as the denominator.

The following table presents additional trends and data with respect to our point-of-sale (“Retail”) and direct-to-consumer (“Direct”) receivables (dollars in thousands). Results of our legacy credit card receivables portfolios are excluded:

22

 At or for the Three Months Ended
 2017 2016 2015
 Sept. 30 Jun. 30 Mar. 31 Dec. 31 Sept. 30 Jun. 30 Mar. 31 Dec. 31
Period-end managed receivables$307,886 $272,727 $253,308 $245,007 $221,683 $201,406 $155,425 $152,528
Percent 30 or more days past due11.6% 10.9% 10.9% 11.8% 10.9% 8.2% 9.7% 11.5%
Percent 60 or more days past due7.9% 7.4% 7.8% 8.1% 7.3% 5.3% 7.1% 7.9%
Percent 90 or more days past due5.3% 4.8% 5.2% 5.2% 4.7% 3.4% 5.1% 5.4%
Average managed receivables$298,128 $265,175 $250,862 $236,103 $216,951 $188,128 $152,831 $152,983
Total yield ratio35.4% 34.7% 34.4% 32.6% 33.5% 36.8% 35.4% 35.2%
Combined gross charge-off ratio18.1% 21.6% 23.6% 21.1% 13.3% 14.9% 18.2% 16.8%
Adjusted charge-off ratio15.3% 18.4% 20.1% 17.8% 10.7% 11.7% 14.1% 12.9%

  

Retail - At or for the Three Months Ended

 
  2021  2020 
  

Mar. 31

  

Dec. 31

  

Sept. 30

  

Jun. 30

 
  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

 

Period-end managed receivables

 $384,220  $175,786  $560,006      $334,342  $209,878  $544,220      $260,338  $233,605  $493,943      $156,466  $274,652  $431,118     

30 or more days past due

 $23,254  $12,396  $35,650   6.4% $24,151  $18,400  $42,551   7.8% $12,339  $18,282  $30,621   6.2% $5,394  $26,795  $32,189   7.5%

60 or more days past due

 $17,317  $9,010  $26,327   4.7% $16,102  $13,290  $29,392   5.4% $7,299  $13,312  $20,611   4.2% $3,705  $21,918  $25,623   5.9%

90 or more days past due

 $12,681  $6,810  $19,491   3.5% $10,807  $9,490  $20,297   3.7% $4,517  $9,478  $13,995   2.8% $2,014  $17,176  $19,190   4.5%

Average APR

          19.7%              19.7%              19.0%              19.8%    

Receivables purchased during period

         $157,607              $152,855              $170,232              $141,094     

  

Retail - At or for the Three Months Ended

 
  

2020

  

2019

 
  

Mar. 31

  

Dec. 31

  

Sept. 30

  

Jun. 30

 
  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

 

Period-end managed receivables

 $72,803  $333,299  $406,102      $  $397,691  $397,691      $  $365,652  $365,652      $  $308,382  $308,382     

30 or more days past due

 $962  $48,395  $49,357   12.2% $  $52,777  $52,777   13.3% $  $42,318  $42,318   11.6% $  $31,988  $31,988   10.4%

60 or more days past due

 $-  $37,657  $37,657   9.3% $  $38,728  $38,728   9.7% $  $29,980  $29,980   8.2% $  $22,375  $22,375   7.3%

90 or more days past due

 $-  $27,674  $27,674   6.8% $  $27,225  $27,225   6.8% $  $20,307  $20,307   5.6% $  $15,444  $15,444   5.0%

Average APR

          21.3%              22.1%              22.5%              24.0%    

Receivables purchased during period

         $110,479              $116,327              $133,528              $123,533     

  

Direct - At or for the Three Months Ended

 
  2021  2020 
  

Mar. 31

  

Dec. 31

  

Sept. 30

  

Jun. 30

 
  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

 

Period-end managed receivables

 $205,474  $323,020  $528,494      $177,281  $364,431  $541,712      $117,379  $371,200  $488,579      $59,026  $404,941  $463,967     

30 or more days past due

 $22,743  $33,687  $56,430   10.7% $19,556  $40,344  $59,900   11.1% $7,730  $37,111  $44,841   9.2% $3,351  $60,419  $63,770   13.7%

60 or more days past due

 $17,713  $26,214  $43,927   8.3% $13,571  $27,924  $41,495   7.7% $5,429  $28,784  $34,213   7.0% $2,023  $52,525  $54,548   11.8%

90 or more days past due

 $12,988  $21,201  $34,189   6.5% $8,616  $19,892  $28,508   5.3% $3,756  $21,240  $24,996   5.1% $889  $41,645  $42,534   9.2%

Average APR

          26.3%              26.6%              26.1%              24.6%    

Receivables purchased during period

         $174,792              $190,596              $174,768              $117,367     

  

Direct - At or for the Three Months Ended

 
  

2020

  

2019

 
  

Mar. 31

  

Dec. 31

  

Sept. 30

  

Jun. 30

 
  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

  

Fair Value Receivables

  

Amortized Cost Receivables

  

Total

  

% of Period-end managed receivables

 

Period-end managed receivables

 $28,332  $477,283  $505,615      $  $510,733  $510,733      $  $403,380  $403,380      $  $293,944  $293,944     

30 or more days past due

 $31  $96,865  $96,896   19.2% $  $86,884  $86,884   17.0% $  $57,206  $57,206   14.2% $  $37,698  $37,698   12.8%

60 or more days past due

 $  $75,879  $75,879   15.0% $  $65,142  $65,142   12.8% $  $41,394  $41,394   10.3% $  $27,274  $27,274   9.3%

90 or more days past due

 $  $54,827  $54,827   10.8% $  $46,643  $46,643   9.1% $  $27,051  $27,051   6.7% $  $19,703  $19,703   6.7%

Average APR

          26.1%              27.0%              28.2%              28.5%    

Receivables purchased during period

         $127,825              $195,243              $174,026              $123,776     

The following discussion relates to the tables above.

Managed receivables levels.We have experiencedcontinued to experience overall period-over-period quarterly receivables growth throughout the periods presented related to our current product offerings with over $91.8$176.8 million in net receivables growth associated with ourthe point-of-sale and direct-to-consumer products from September 30, 2016offered by our bank partners between March 2020 and March 2021. The addition of large point-of-sale retail partners and ongoing purchases of receivables arising in accounts issued by our bank partners to September 30, 2017.customers of our existing retail partners helped grow our point-of-sale receivables by $153.9 million and $150.2 million in the three months ended March 31, 2021 and 2020, respectively. Our historicaldirect-to-consumer acquisitions grew by over $22.9 million and $289.3 million, net during the three months ended March 31, 2021 and 2020, respectively. Declines in the pace of receivables growth for our direct-to-consumer receivables were largely driven by reduced consumer demand for general-purpose card products coupled with higher payments on outstanding amounts largely as a result of the various government stimulus programs in effect. We have noted recent recoveries in consumer spending behavior and increased demand for general-purpose credit card receivables continueproducts, that have helped to decline givenincrease the closure of substantially all credit card accounts underlying those portfolios. While we expect continued quarterly growth in ouroverall combined managed receivables balances for alllevels, and we currently expect this trend to continue through the remainder of the year (absent further unknown impacts COVID-19 and related government stimulus and relief measures may have on our products throughout 2017, this growthability to acquire new receivables or the impact they may have on consumers' ability to make payments on outstanding loans and fees receivable). Growth in future periods largely is dependent on the addition of new retail partners to the point-of-sale operations as well asorigination platform, the timing and size of solicitations within the direct-to-consumer operations.platform by our bank partner, as well as purchase activity of consumers. Further, the loss of existing retail partner relationships could adversely affect new loan acquisition levels.

 Our top five retail partnerships accounted for over 60% of the above referenced Retail period-end managed receivables outstanding as of March 31, 2021. 

Delinquencies. Delinquencies have the potential to impact net income in the form of net credit losses. Delinquencies also are costly in terms of the personnel and resources dedicated to resolving them. We intend for the receivables management strategies we use on our portfolios to manage and, to the extent possible, reduce the higher delinquency rates that can be expected inwith the more mature portionyounger average age of the newer receivables in our managed portfolio. These account management strategies include conservative credit line management purging of inactive accounts and collection strategies intended to optimize the effective account-to-collector ratio across delinquency categories. We measure the success of these efforts by measuringreviewing delinquency rates. These rates exclude receivables that have been charged off.


Given that the vast majority of credit card accounts related

As we continue to our historical credit card receivables have been closed and there has been no significant new activity for these accounts, we generally have noted declines in delinquency statistics of this portion of managed credit card receivables (when compared to the same quarters in the prior year).


As our investments inacquire newer point-of-sale and direct-to-consumer receivables, have become a larger component of our managed receivables base,we expect our delinquency rates have increased (whento increase when compared to the same periods during which seasoned credit cards made up a larger portion of our managed receivables). This is largely a result of the risk profiles (and corresponding expected

returns) for these receivables being higher than that experienced under our mature credit card receivables underlying closed credit card accounts as discussed above.in prior years. Our delinquency rates have continued to be somewhat lower than what we ultimately expect for our new point-of-sale and direct-to-consumer receivables given the continued growth and age of the related accounts.accounts as well as recent government stimulus efforts. The aforementioned positive impacts related to recent government stimulus programs have served to increase consumer payment rates beyond expectations. The impact due to growth in the receivable base can be seen in periods of large growth in the charts above which result in lower delinquency rates. If and when growth for these product lines moderates,moderate, with no further government stimulus programs or other interventions, we expect increased overall delinquency rates when compared to prior periods, as the existing receivables mature through their peak charge-off periods. Additionally, in accordance with prescribed guidance discussed elsewhere in this Report, certain consumers negatively impacted by COVID-19 have been offered short-term payment deferrals and fee waivers. Receivables enrolled in these short-term payment deferrals continue to accrue interest and their delinquency status will not change through the deferment period. As of March 31, 2021 we continue to actively work with consumers that indicate hardship as a result of COVID-19, however, the number of impacted consumers continues to be a diminishing part of our overall receivable base. In order to establish appropriate reserves for this population we considered various factors such as subsequent payment behavior and additional requests by the consumer for further deferrals or hardship claims. Nearly all of these customers are considered current and thus not included as delinquent receivables. The exclusion of these accounts has resulted in lower delinquency rates than we would otherwise expect. Given this, and absent the unknown impacts COVID-19 and related government stimulus and relief measures may have on our ability to acquire new receivables or the impact they may have on consumers' ability to make payments on outstanding loans and fees receivable and the corresponding impact on our delinquency rates, we expect to continue to see seasonal payment patterns on these receivables are similar to those experiencedthat impact our delinquencies in line with our historical credit card receivables and we expect those patterns to continue.prior periods. For example, delinquency rates historically are lower in the first quarter of each year due to the benefits of seasonally strong payment patterns associated with year-end tax refunds for most consumers.

Total managed yield ratio, annualized. Currently, we are experiencing We continue to experience growth in our newer, higher yielding receivables, including point-of-saledirect-to-consumer receivables and direct-to-consumer loans.our point-of-sale receivables. While this growth has contributed to increases in ourconsistently higher total managed yield ratio,ratios, we expect this growth also will continue to reverse(absent the trendbeneficial impacts of recent government stimulus programs discussed elsewhere) result in higher charge-off and delinquency rates than those experienced historically. Direct-to-consumer receivables tend to have higher total yields than point-of-sale receivables, so declines in the growth of our declining charge-off rates because we expect thesemanaged receivables that includes direct-to-consumer receivables has contributed to season, mature,slightly lower total managed yield ratios for 2021 and charge off at higher rates than we currently experience2020 when compared to comparable periods in 2019. Additionally, lower delinquencies (and thus associated fee billings) noted during 2020 (and continuing in the first quarter of 2021), in addition to reductions in the prime rate that corresponds to lower yields charged on our liquidating pool of credit card receivables, contributed to an overall lower total managed yield ratio. Our fourth, third, and second quarter 2019 total managed yield ratios exclude the impacts of $37.8 million, $26.7 million and $26.0 million, respectively, associated with closed credit card accounts.  We anticipate continued growthreductions in reserves associated with one of our higher yielding point-of-saleportfolios.

Absent the unknown impacts COVID-19 may have on our ability to acquire new receivables or the impact it may have on consumers' ability to make payments on outstanding loans and direct-to-consumer receivables over the next few quarters which shouldfees receivable, we expect total managed yield ratios to continue to stabilize our yield (with some modest increases) consistent with what we experienced in the past several quarters. However, the timing of receivable acquisitions as well asfluctuate somewhat based on the relative mix of growth in point-of-sale receivables acquired within a given quarter may contribute to some continued minor variability in our total yield ratio.

and higher yielding direct-to-consumer credit card receivables. 

Combined grossnet charge-off ratio, and Adjusted charge-off ratio.annualized. We charge off our Credit and Other Investments segment receivables when they become contractually more than 180 days past due or 120 days past due for the direct-to-consumer personal loan receivables. We charge off rent-to-own receivables and impair associated rental merchandise if a payment has not been made within the previous 90 days. However, if a payment is made greater than or equal to two minimum payments within a monthdue. For all of the charge-off date, we may reconsider whether charge-off status remains appropriate. Typically,our products, we charge off receivables within 30 days of notification and confirmation of a consumer’scustomer’s bankruptcy or death. However, in some cases of death, we do not charge off receivables if there is a surviving, contractually liable individual or an estate large enough to pay the debt in full.

Given that

Growth within our historical credit card portfolios now account for less than 15% of our total managed receivables, the impacts of these historical portfolios are no longer key drivers in the performance of our managed receivables. Instead, growth within point-of-sale finance and direct-to-consumer receivables that have higher charge-off rates than the liquidating credit card portfolios that have historically comprised(as a larger portionpercent of our managed receivablesoutstanding receivables) has resulted in increases in our charge-off rates over time. Our recentThe combined grossnet charge-off ratio in the third quarter of 2019 reflects the positive impacts of a bulk sale of charged off receivables. Absent this sale, the combined net charge-off ratio would have been 18.6%. The first and adjustedsecond quarters 2020 combined net charge-off ratios benefitedreflect receivable growth during 2019 reaching peak charge-off during those periods. Slightly offsetting the combined net charge-off ratio in the second quarter of 2020 are the positive impacts of a bulk sale of charged off receivables in that period. Absent this sale, the combined net charge-off ratio would have been 29.1%. Improvements in our delinquency rates throughout 2020 as a result of the increases in customer payments noted during 2020 were fully realized in the fourth quarter of 2020 and continue in the first quarter of 2021. As we continue to experience lower than expected delinquency rates, we expect these improvements will continue to result in lower combined net charge-off rates, when compared to comparable prior periods for the first few quarters of 2016 from growth2021.

Notwithstanding the improvements we experienced in our point-of-sale operations and more directly from growth in our direct-to-consumer receivables, many of which reached peak charge off periodswill see in the fourth quarter of 2016 but continuednext few quarters due to negatively impactrecent improvements in delinquency rates, we expect the first and second quarters of 2017. Additionally, we made substantial investments in our personal loan offerings in the second quarter of 2016 which did not reach their peak-charge off period until the fourth quarter of 2016, thus positively impacting our second and third quarter combined and adjusted gross charge-off ratios and negatively impacting the same ratios in the fourth quarter of 2016 and the first and second quarters of 2017.

The continued growth in the point-of-sale and direct-to-consumer receivables continuesto continue to result in higher charge-offs than those experienced historically. In the next few quarters, we expect increasing charge off rates when compared to historical results. This expectation is based on the following: (1) higher expected charge off rates on the point-of-sale and direct-to-consumer receivables offset slightly by lower charge offs associatedcorresponding with historical credit card receivables due to the continued liquidation ofhigher yields on these receivables, (2) continued testing of receivables with higher risk profiles, (3) the low charge-off ratios experiencedwhich could lead to periodic increases in the second and third quarters of 2016 as discussed above and (4)combined net charge-offs, (3) recent vintages reaching peak charge-off periods. Offsettingperiods, (4) our current expectation for receivables growth during 2021 and (5) negative impacts on some consumers' ability to make payments on outstanding loans and fees receivable as a result of COVID-19. Further impacting our charge-off rates are the timing and size of solicitations that serve to minimize charge off rates in periods of high receivable acquisitions but also exacerbate charge-off rates in periods of lower receivable acquisitions. The unknown impacts COVID-19 and related government stimulus and relief measures may have on our ability to acquire new receivables or the impact they may have on consumers' ability to make payments on outstanding loans and fees receivable could lead to changes in these expectations.

We previously referred to this financial measure as "combined gross charge-off ratio." We have renamed this financial measure to more accurately describe its content and have not changed the calculation of this measure. 

Average APR. Our average annual percentage rate (“APR”) charged to customers varies by receivable type, credit history and other factors. The APR for receivables originated through our point-of-sale platform range from 0% to 36.0%. For direct-to-consumer receivables, APR ranges from 19.99% to 36.0%. We have experienced minor fluctuations in our average APR based on the relative product mix of receivables purchased during a period. We currently expect our average APRs in 2021 to remain consistent with average APRs over the past several quarters; however, the timing and relative mix of receivables acquired could cause some minor fluctuations.

Receivables purchased during period. Receivables purchased during the period reflect the gross amount of investments we have made in a given period, net of any credits issued to consumers during that same period. For most periods presented, our point-of-sale receivable purchases experienced overall growth throughout the periods presented largely based on the addition of new point-of-sale retail partners, as previously discussed. We may experience periodic declines in these acquisitions due to: the loss of one or more retail partners; seasonal purchase activity by consumers; or the timing of new customer originations by our lending partners. We currently expect to see increases will bein receivable acquisitions when compared to the same period in prior years. Our direct-to-consumer receivable acquisitions tend to have more volatility based on the issuance of new credit card accounts by our lending partner and the availability of capital to fund new purchases. Nonetheless, absent the unknown impacts COVID-19 may have on our ability to acquire new receivables or the impact it may have on consumers' ability to make payments on outstanding loans and fees receivable, we expect continued growth in the underlyingacquisition of these receivables base which will serve to mute to a varying degree, some of the aforementioned impacts as has been seen in recent quarters.


throughout 2021.

Auto Finance Segment

Our Auto Finance segment historically included a variety of

CAR, our auto sales and lending activities.

Our originalfinance platform CAR, acquired in April 2005, principally purchases and/or services loans secured by automobiles from or for, and also provides floor-plan financing for, a pre-qualified network of independent automotive dealers and automotive finance companies in the buy-here, pay-here used car business. We have expanded these operations to also include certain installment lending products in addition to our traditional loans secured by automobiles both in the U.S. and U.S. territories.


Collectively, as of September 30, 2017,March 31, 2021, we served more than 575600 dealers through our Auto Finance segment in 33 states, the District of Columbia and two U.S. territories.

Managed Receivables Background

Non-GAAP Financial Measures

For reasons set forth above within our Credit and Other Investments segment discussion, we also provide managed receivables-based financial, operating and statistical data for our Auto Finance segment. Reconciliation of the auto finance managed receivables data to our GAAP financial statementsdata requires an understanding that our managed receivables data are based on billings and actual charge offs as they occur, without regard to any changes in our allowance for uncollectible loans, interest and fees receivable.


Analysis Similar to the managed calculation above, the average managed receivables used in the ratios below is calculated based on the quarter ending balances of Statistical Data
consolidated receivables.

A reconciliation of our operating revenues to comparable amounts used in our calculation of Total managed yield ratios follows (in millions):

  

At or for the Three Months Ended

 
  2021  2020  2019 
  

Mar. 31

  

Dec. 31

  

Sept. 30

  

Jun. 30

  

Mar. 31

  

Dec. 31

  

Sept. 30

  

Jun. 30

 

Consumer loans, including past due fees

 $8.2  $8.0  $8.0  $7.9  $7.9  $7.9  $7.9  $7.9 

Other revenue

  0.3   0.3   0.3   0.3   0.2   0.2   0.2   0.3 

Total managed yield

 $8.5  $8.3  $8.3  $8.2  $8.1  $8.1  $8.1  $8.2 

The calculation of Combined net charge offs used in our Combined net charge-off ratio follows (in millions):

  

At or for the Three Months Ended

 
  2021  2020  2019 
  

Mar. 31

  

Dec. 31

  

Sept. 30

  

Jun. 30

  

Mar. 31

  

Dec. 31

  

Sept. 30

  

Jun. 30

 

Gross charge offs

 $0.6  $0.7  $0.6  $0.8  $0.9  $1.2  $1.0  $1.5 

Recoveries

  (0.3)  (0.3)  (0.3)  (0.2)  (0.3)  (0.3)  (0.4)  (0.4)

Combined net charge-offs

 $0.3  $0.4  $0.3  $0.6  $0.6  $0.9  $0.6  $1.1 

Financial, operating and statistical metrics for our Auto Finance segment are detailed (in thousands; percentages of total) in the following table:

  

At or for the Three Months Ended

 
  

2021

  

2020

  

2019

 
  

Mar. 31

  

% of Period-end managed receivables

  

Dec. 31

  

% of Period-end managed receivables

  

Sept. 30

  

% of Period-end managed receivables

  

Jun. 30

  

% of Period-end managed receivables

  

Mar. 31

  

% of Period-end managed receivables

  

Dec. 31

  

% of Period-end managed receivables

  

Sept. 30

  

% of Period-end managed receivables

  

Jun. 30

  

% of Period-end managed receivables

 

Period-end managed receivables

 $94,128      $93,247      $90,514      $89,637      $90,226      $89,785      $89,451      $89,490     

30 or more days past due

 $8,088   8.6% $12,580   13.5% $10,120   11.2% $9,866   11.0% $11,261   12.5% $13,647   15.2% $12,984   14.5% $11,930   13.3%

60 or more days past due

 $3,529   3.7% $4,942   5.3% $4,101   4.5% $3,959   4.4% $4,519   5.0% $5,581   6.2% $5,322   5.9% $4,796   5.4%

90 or more days past due

 $1,693   1.8% $2,141   2.3% $1,865   2.1% $2,029   2.3% $2,452   2.7% $2,573   2.9% $2,814   3.1% $2,306   2.6%

Average managed receivables

 $93,688      $91,881      $90,076      $89,932      $90,006      $89,618      $89,471      $89,849     

Total managed yield ratio, annualized (1)

  36.3%      36.1%      36.9%      36.5%      36.0%      36.2%      36.2%      36.5%    

Combined net charge-off ratio, annualized (2)

  1.3%      1.7%      1.3%      2.7%      2.7%      4.0%      2.7%      4.9%    

Recovery ratio, annualized (3)

  1.3%      1.3%      1.3%      0.9%      1.3%      1.3%      1.8%      1.8%    

(1) The total managed yield ratio, annualized is calculated using the annualized Total managed yield as the numerator and Period-end average managed receivables as the denominator.

(2) The Combined net charge-off ratio, annualized is calculated using the annualized Combined net chargeoffs as the numerator and Period-end average managed receivables as the denominator.

(3) The Recovery ratio, annualized is calculated using annualized Recoveries as the numerator and Period-end average managed receivables as the denominator.

25

 At or for the Three Months Ended
 2017 2016 2015
 Sept. 30 Jun. 30 Mar. 31 Dec. 31 Sept. 30 Jun. 30 Mar. 31 Dec. 31
Period-end managed receivables$78,459
 $80,014
 $75,311
 $79,683
 $76,615
 $80,903
 $78,415
 $77,833
Percent 30 or more days past due13.0% 11.7% 10.0% 14.2% 12.7% 12.3% 10.2% 14.0%
Percent 60 or more days past due5.0% 4.0% 4.2% 5.4% 4.5% 3.9% 4.2% 5.5%
Percent 90 or more days past due2.2% 1.4% 2.1% 2.4% 1.8% 1.5% 2.2% 2.5%
Average managed receivables$78,764
 $78,258
 $75,986
 $78,209
 $78,089
 $80,213
 $78,122
 $76,413
Total yield ratio37.2% 37.2% 38.4% 37.8% 39.1% 38.0% 37.3% 38.3%
Combined gross charge-off ratio1.1% 2.4% 2.4% 2.6% 2.8% 3.1% 2.7% 3.3%
Recovery ratio1.6% 1.9% 1.6% 1.6% 1.0% 1.5% 1.3% 1.6%

Managed receivables.  We Absent the unknown impacts COVID-19 and related government stimulus and relief measures may have on our ability to acquire new receivables or the impact they may have on consumers' ability to make payments on outstanding loans and fees receivable, we expect modest growth in the level of our managed receivables for 2021 when compared to the same periods in prior years.years in both the U.S. and U.S. territories as CAR expands within its current geographic footprint and continues plans for service area expansion. Although we are expanding our CAR operations, the Auto Finance segment faces strong competition from other specialty finance lenders, as well as the indirect effects on us of our buy-here, pay-here dealership customers’partners’ competition with more traditionalother franchise dealerships for consumers interested in purchasing automobiles. We expect managedIncluded in the fourth quarter of 2020 was an unplanned bulk purchase of receivables that increased our period over period growth and kept receivables levels higher in the first quarter of 2021 when compared to the first quarter of 2020. While we continually evaluate bulk purchases of receivables, the timing and size of the purchases are difficult to predict. Although receivable levels in each period of 2020 were roughly equal to continuethose in 2019 (with the exception of the fourth quarter of 2020), this primarily reflects strong customer payments throughout 2020 offsetting receivables growth when compared to grow slightly from current levels for the remaindersame periods of 2017 and into 2018 in both the U.S. and U.S. territories.

2019. 

Delinquencies. Current delinquency levels are consistent with our expectations for levels in the near term with some marginal increasesimprovement noted withinin the overall buy-here pay-here market.first quarter of 2021 and in 2020 periods (when compared to the same periods in 2019) due to stronger than anticipated customer payment behavior. Delinquency rates also tend to fluctuate based on seasonal trends and historically are lower in the first quarter of each year as seen above due to the benefits of strong payment patterns associated with year-end tax refunds for most consumers. Second quarter 2016As discussed, elsewhere in this Report, recent delinquency rates were positively impacted by higher than anticipatedhave benefitted from government stimulus programs that have resulted in customer payments experienced in the first quarterexcess of 2016.historical experience. We are not concerned with modest fluctuations in delinquency rates and do not believe they will have a significantly positive or adverse impact on our results of operations;operations; even at slightly elevated rates, we earn significant yields on CAR’s receivables and have significant dealer reserves (i.e., retainages or holdbacks on the amount of funding CAR provides to its dealer customers) to protect against meaningful credit losses.

Total managed yield ratio.ratio, annualized. We have experienced modest fluctuations in our total managed yield ratio largely impacted by the relative mix of receivables in various products offered by CAR as some shorter term product offerings tend to have higher yields. Slightly depressing the overall total yield ratio in the second quarter of 2016 is the growth we experienced in the average managed receivables levels which negatively impacted the ratio ahead of the positive impacts of associated billed yield on this growth. As we experienced slight declines in our managed receivables levels in the third quarter of 2016, we realized this delayed impact. Yields on our CAR products over the last few quarters are consistent with our expectations andexpectations. Further, we expect our total


managed yield ratio to remain in line with current experience, with moderate fluctuations based on relative growth or declines in average managed receivables for a given quarter as noted above.

quarter. These variations would be based on the relative mix of receivables in our various product offerings. Additionally, our product offerings in the U.S. territories tend to have slightly lower yields than those offered in the U.S. As such, growth in that region also will serve to slightly depress our overall total managed yield ratio, yet we expect growth in that region to continue to generate attractive returns on assets.

Combined grossnet charge-off ratio, annualized and recovery ratio.ratio, annualized. We charge off auto finance receivables when they are between 120 and 180 days past due, unless the collateral is repossessed and sold before that point, in which case we will record a charge off when the proceeds are received. Combined grossnet charge-off ratios in 2016 and 2017the above table reflect the lower delinquency rates we have recently experienced. While we anticipate our charge-offs to be incurred ratably across our portfolio of dealers, specific dealer-related losses are difficult to predict and can negatively influence our combined grossnet charge-off ratio. This is evidenced by the slightly elevated combined net charge-off rate we experienced during 2019. We continually re-assess our dealers and will take appropriate action if we believe a particular dealer’s risk characteristics adversely change. While we have appropriate dealer reserves to mitigate losses across the majority of our pool of receivables, the timing of recognition of these reserves as an offset to charge offs is largely dependent on various factors specific to each of our dealer partners including ongoing purchase volumes, outstanding balances of receivables and current performance of outstanding loans. As such, the timing of charge offcharge-off offsets is difficult to predict;predict; however, we believe that these reserves are adequate to offset any loss exposure we may incur. Additionally, the products we issue in the U.S. territories do not have dealer reserves with which we can offset losses. As our investments in these loans grow, we expect that gross charge-off rates will climb slightly over existing rates. We also expect our recovery rate to fluctuate modestly from quarter to quarter due to the timing of the sale of repossessed autos.


Given the unknown impacts COVID-19 and related government stimulus and relief measures may have on our ability to acquire new receivables or the impact they may have on consumers' ability to make payments on outstanding loans and fees receivable we could experience variation in these expectations.

Definitions of Certain Non-GAAP Financial Operating and Statistical Measures

Total managed yield ratio.ratio, annualized.Represents an annualized fraction, the numerator of which includes all(as appropriate for each applicable disclosed segment) the: 1) finance charge and late fee income billed on all consolidated outstanding receivables and the amortization of merchant fees, collectively included in the consumer loans, including past due fees category on our consolidated statements of income; plus 2) credit card fees (including over-limit fees, cash advance fees, returned check fees and interchange income), plus earned, amortized amounts of annual membership fees and activation fees with respect to certain credit card receivables, collectively included in our fees and related income on earning assets category on our consolidated statements of income; plus ancillary3) servicing, other income plus amortization of the accretable yield component of our acquisition discounts for portfolio purchases, plus gains (or less losses) on debt repurchases and other activities withincollectively included in our Credit and Other Investments segment less any adjustments to finance and fee billings, and theother operating income category on our consolidated statements of income. The denominator of which isused represents our average managed receivables.

Combined grossnet charge-off ratio.ratio, annualized.Represents an annualized fraction, the numerator of which is the aggregate consolidated amounts of finance charge, fee and principal losses from consumers unwilling or unable to pay their receivables balances, as well as from bankrupt and deceased consumers, less current-period recoveries (including recoveries from dealer reserve offsets for our CAR operations) and the related portion of unamortized fees and discounts, as reflected in Note 2 “Significant Accounting Policies and Consolidated Financial Statement Components—Loans, Interest and Fees Receivable”, and the denominator of which is average managed receivables. Recoveries on managed receivables represent all amounts received related to managed receivables that previously have been charged off, including payments received directly from consumers and proceeds received from the sale of those charged-off receivables. Recoveries typically have represented less than 2% of average managed receivables.

Adjusted We previously referred to this financial measure as "combined gross charge-off ratio.Represents an annualized fraction

We have renamed this financial measure to more accurately describe its content and have not changed the numeratorcalculation of which is the principal amount of losses, net of recoveries as adjusted to apply discount accretion related to the credit quality of acquired portfolios to offset a portion of the actual face amount of net charge offs, and the denominator of which is average managed receivables. (Historically, upon our acquisitions of credit card receivables, a portion of the discount reflected within our acquisition prices has related to the credit quality of the acquired receivables—that portion representing the excess of the face amount of the receivables acquired over the future cash flows expected to be collected from the receivables.)

this measure. 

LIQUIDITY, FUNDING AND CAPITAL RESOURCES

As discussed elsewhere in this Report, we incur a significant levelare closely monitoring the impacts of costs associated with a fixed infrastructurethe COVID-19 pandemic across our business, including the resulting uncertainties around consumer spending, credit quality and levels of liquidity. The ultimate impact of COVID-19 on our business, financial condition, liquidity and results of operations is dependent on future developments, which are highly uncertain.

We believe that had been designedour actions taken to supportdate, future cash provided by operating activities, availability under our significant legacy credit card operations. Our infrastructure costs are still somewhat elevated,debt facilities, and while we had inaccess to the past focused on cost reduction,capital markets will provide adequate resources to fund our operating and financing needs.

Our primary focus now is growing the point-of-sale and direct-to-consumer personal loan and credit card receivables so that our revenues from these investments can cover our infrastructure costs and returnwill help us tomaintain consistent profitability. Increases in new and existing retail partnerships and the expansion of our investments in direct-to-consumer finance products have resulted in quarterlyyear-over-year growth of total managed receivables levels, and we expect this growth to continue in the coming quarters.


Accordingly, we will continue to focus in the coming quarters on (i) containing costs (as opposed to our previous focus on reducing expenses) (ii) obtaining new retail partners to continue growth of the point-of-sale receivables (iii) continuing growth in credit card receivables and (iv) obtaining the funding necessary to meet capital needs required by the growth of our receivables, (ii) adding new retail partners to our platform to continue growth of the point-of-sale receivables, (iii) continuing growth in direct-to-consumer credit card receivables and to cover our infrastructure costs until our receivables investments generate enough revenues and cash flows to cover such(iv) effectively managing costs.


All of our Credit and Other Investments segment’s structured financing facilities are expected to amortize down with collections on the receivables within their underlying trusts and should not represent significant refunding or refinancing risks to our consolidated balance sheet.  Additionally, we do not expect any imminent refunding or financing needs associated with our 5.875% convertible senior notes given their maturity in 2035. As such, the only facilitiessheets. Facilities that could represent near-term significant refunding or refinancing needs (within the next 24 months) as of September 30, 2017March 31, 2021 are those associated with the following notes payable in the amounts indicated (in millions):

Revolving credit facility (expiring October 30, 2019) that is secured by certain receivables and restricted cash$49.2
Revolving credit facility (expiring November 1, 2018) that is secured by the financial and operating assets of our CAR operations26.2
Revolving credit facility (expiring December 31, 2019) that is secured by certain receivables and restricted cash19.7
Senior secured term loan from related parties (expiring November 22, 2017) that is secured by certain assets of the Company with an annual interest rate equal to 9.0%40.0
     Total$135.1
Further details concerning the above debt facilities are provided in Note 7, “Notes Payable,” and Note 8, “Convertible Senior Notes,” to our consolidated financial statements included herein.

Revolving credit facility (expiring February 8, 2022) that is secured by certain receivables and restricted cash $5.8 

Revolving credit facility (expiring July 15, 2021) that is secured by certain receivables and restricted cash

  6.9 
Revolving credit facility (expiring August 15, 2022) that is secured by certain receivables and restricted cash  2.5 
Amortizing debt facility (expiring September 30, 2021) that is secured by certain receivables and restricted cash  3.7 

Revolving credit facility (expiring October 15, 2022) that is secured by certain receivables and restricted cash

  10.0 
Total $28.9 

Based on the state of the debt capital markets, the performance of our assets that serve as security for the above facilities, and our relationships with lenders, we view imminent refunding or refinancing risks with respect to the above facilities as low in the current environment, and we believe that the quality of our new receivables should allow us to raise more capital through increasing the size of our facilities with our existing lenders and attracting new lending relationships. With respectFurther details concerning the above debt facilities and our convertible senior notes are provided in Note 9, “Notes Payable,” and Note 10, “Convertible Senior Notes,” to our consolidated financial statements included herein.

In the first quarter of 2021, we repurchased $14.7 million in face amount of convertible senior secured term loan expiringnotes. The remaining $19.1 million of outstanding convertible senior notes mature on November 22, 2017,30, 2035. During certain periods and subject to certain conditions, the convertible senior notes are convertible by holders into cash and, if applicable, shares of our common stock. Upon any conversion of the notes, we arewill deliver to holders of the notes cash of up to $1,000 per $1,000 aggregate principal amount of notes and, at our option, either cash or shares of our common stock in discussions withrespect of the lending party and anticipate thatremainder of the loan will be extended on similar terms prior to expiration.


conversion obligation, if any.

In February 2017, we (through a wholly owned subsidiary) established a program under which we sell certain receivables to a consolidated trust in exchange for notes issued by the trust. The notes are secured by the receivables and other assets of the trust. Simultaneously with the establishment of the program, the trust issued a series of variable funding notes and sold an aggregate amount of up to $90.0 million (subsequently reduced to $70.0 million) of such notes (of which $50.0$5.8 million was outstanding as of September 30, 2017)March 31, 2021) to an unaffiliated third party pursuant to a facility that can be drawn upon to the extent of outstanding eligible receivables.

The facility matures Interest rates on February 8, 2022the notes are fixed at 14.0%. 

In June 2018 and is subjectagain in November 2018, we (through a wholly owned subsidiary) expanded the above mentioned program to sell up to an additional $100.0 million of notes ($200.0 million in total notes through the June and November 2018 expansions) which are secured by the receivables and other assets of the trust (of which $12.5 million was outstanding as of March 31, 2021) to separate unaffiliated third parties pursuant to facilities that can be drawn upon to the extent of outstanding eligible receivables. Interest rates on the notes are based on commercial paper rates plus 3.15% and LIBOR plus 4.875%, respectively. 

In June 2019, we sold $200.0 million of ABS secured by certain affirmative covenants and collateral performance tests, the failure of which could result in required early repayment of all or acredit card receivables. A portion of the outstanding balanceproceeds from the sale was used to pay-down our existing facilities associated with our credit card receivables. The terms of notes.the ABS allow for a two-year revolving structure with a subsequent 12-month to 18-month amortization period. The weighted average interest rate on the securities is fixed at 5.37%.

In December 2020, we extended the maturity date of the revolving credit facility alsosecured by the financial and operating assets of CAR to November 1, 2023, and, in October 2019, we expanded the borrowing capacity to $55.0 million. All other material terms remain unchanged.

In November 2019, we sold $200.0 million of ABS secured by certain credit card receivables. A portion of the proceeds from the sale was used to pay-down our existing facilities associated with our credit card receivables and the remaining proceeds were available to fund the acquisition of future receivables. The terms of the ABS allow for a three-year revolving structure with a subsequent 12-month to 18-month amortization period. The weighted average interest rate on the securities is fixed at 4.91%.

In July 2020, we sold $100.0 million of ABS secured by certain retail point-of-sale receivables. A portion of the proceeds from the sale was used to pay-down some of our existing revolving facilities associated with our point-of-sale receivables, and the remaining proceeds were used to fund the acquisition of receivables. The terms of the ABS allow for a three-year revolving structure with a subsequent 18-month amortization period. The weighted average interest rate on the securities is fixed at 5.47%.

In October 2020, we sold $250.0 million of ABS secured by certain retail point-of-sale receivables. A portion of the proceeds from the sale was used to paydown our existing term ABS associated with our point-of-sale receivables, noted above, and the remaining proceeds have been invested in the acquisition of receivables. The terms of the ABS allow for a 41 month revolving structure with an 18-month amortization period and the securities mature between August 2025 and October 2025. The weighted average interest rate on the securities is fixed at 4.1%.

On November 26, 2014, we and certain of our subsidiaries entered into a Loan and Security Agreement with Dove Ventures, LLC, a Nevada limited liability company (“Dove”). The agreement provided for a senior secured term loan facility in an amount of up to $40.0 million at any time outstanding. On December 27, 2019, the Company issued 400,000 shares of its Series A Preferred Stock (10,000,000 shares authorized, 400,000 shares outstanding) with an aggregate initial liquidation preference of $40.0 million, in exchange for full satisfaction of the $40.0 million that the Company owed Dove under the Loan and Security Agreement. Dividends on the preferred stock are 6% per annum (cumulative, non-compounding) and are payable as declared, and in preference to any common stock dividends, in cash. The Series A Preferred Stock is perpetual and has no maturity date. The Company may, be prepaidat its option, redeem the shares of Series A Preferred Stock on or after January 1, 2025 at a redemption price equal to $100 per share, plus any accumulated and unpaid dividends. At the request of a majority of the holders of the Series A Preferred Stock, the Company is required to offer to redeem all of the Series A Preferred Stock at a redemption price equal to $100 per share, plus any accumulated and unpaid dividends, at the option of the holders thereof, on or after January 1, 2024. Upon the election by the holders of a majority of the Series A Preferred Stock, each share of the Series A Preferred Stock is convertible into the number of shares of the Company’s common stock as is determined by dividing (i) the sum of (a) $100 and (b) any accumulated and unpaid dividends on such share by (ii) an initial conversion price equal to $10 per share, subject to payment of a prepayment fee.


In December 2014, we reached a settlement with the IRS concerning the tax treatment of net operating losses that we incurredadjustment in 2007 and 2008 and carried backcertain circumstances to obtain refunds of federal income taxes paid in earlier years dating back to 2003. Our net unpaid income tax assessment associated with that settlement was $7.4 million at September 30, 2017; this amount excludes unpaid interest and penalties on the tax assessment, the accruals for which aggregated $3.9 million at September 30, 2017. Prior to our filing amended return claims that would have eliminated the $7.4 million assessment (and corresponding interest and penalties) under a negotiated provisionprevent dilution.

The use of the IRS settlement,London Interbank Offered Rate (“LIBOR”) is expected to be phased out by mid-2023. Currently, LIBOR is used as a reference rate for certain of our financial instruments. In any event, the IRS filed a lien (as is customarily the case) associated with the assessment. Subsequently, an IRS examination team deniedmajority of our amended return claims, and we filed a protest with IRS Appeals. In October 2017, we attended an IRS Appeals conference relatedrevolving credit facilities mature prior to the subject matter underlyingexpected phase out of LIBOR. At this time, there is no definitive information regarding the future utilization of LIBOR or of any particular replacement rate; however, we continue to monitor the efforts of various parties, including government agencies, seeking to identify an alternative rate to replace LIBOR. Going forward, we will work with our amended return claims,lenders to use suitable alternative reference rates for our financial instruments. We will continue to monitor, assess and plan for the phase out of LIBOR; however, we are incurrently do not expect the process of preparing a supplemental submissionimpact to address matters on whichbe material to the IRS Appeals Officer needed additional support.


Company.

At September 30, 2017,March 31 2021, we had $68.6$203.1 million in unrestricted cash held by our various business subsidiaries. Because the characteristics of our assets and liabilities change, liquidity management has been a dynamic process for us, driven by the pricing and maturity of our assets and liabilities. We historically have financed our business through cash flows from operations, asset-backed structured financings and the issuance of debt and equity. Details concerning our cash flows for the ninethree months ended September 30, 2017March 31, 2021 and 2020 are as follows:

During the nine months ended September 30, 2017, we used $12.0 million of cash flows from operations compared to the generation of $24.7 million of cash flows from operations during the nine months ended September 30, 2016. The decrease in cash provided by operating activities was principally related to decreases in 1) collections associated with rental payments in the nine months ended September 30, 2017 relative to the same period in 2016, given the cessation of our rent-to-own program of approximately $8.0 million; and 2) increases in billed but

uncollected amounts in respect of one of our portfolios.
During the nine months ended September 30, 2017, we used $63.0 million of cash from our investing activities, compared to use of $56.6 million of cash from investing activities during the nine months ended September 30, 2016.  This increase is primarily due to: 1) the shrinking size of our historical credit card receivables, resulting in lower corresponding payments from consumers; 2) increasing levels of investments in the point-of-sale and direct-to-consumer receivables relative to the same period in 2016 and which we expect to continue to make throughout 2017; and 3) increased levels of restricted cash required to be maintained due to increasing levels of collections on loans and fees receivable, the cash balances of which are required to be distributed to noteholders under our debt facilities and minimum cash balances held in accounts at the request of certain of our business partners. Slightly offsetting this increase in cash used by investing activities are returns on our aforementioned investments in point-of-sale and direct-to-consumer receivables which contributed positively to our cash generated from investing activities.
During the nine months ended September 30, 2017, we generated$67.2 million of cash in financing activities, compared to our generating$40.8 million of cash in financing activities during the nine months ended September 30, 2016. In both periods, the data reflect borrowings associated with point-of-sale and direct-to-consumer receivables offset by net repayments of amortizing debt facilities as payments are made on the underlying receivables that serve as collateral.

During the three months ended March 31, 2021, we generated $52.8 million of cash flows from operations compared to our generating $34.9 million of cash flows from operations during the three months ended March 31, 2020. The increase in cash provided by operating activities was principally related to increases in finance and fee collections associated with growing point-of-sale and direct-to-consumer receivables. 

During the three months ended March 31, 2021, we used $2.2 million of cash in our investing activities, compared to use of $44.7 million of cash in investing activities during the three months ended March 31, 2020. This decrease in cash used is primarily due to significant decreases in the level of net investments in the point-of-sale and direct-to-consumer receivables relative to the same period in 2020 primarily due to strong customer payments noted in the first quarter of 2021. While we are seeing some increases in consumer spending behavior offset by strong consumer payments, the impacts COVID-19 and related government stimulus and relief measures may have on our ability to acquire new receivables or the impact they may have on consumers' ability to make payments on outstanding loans and fees receivable are unknown. 

During the three months ended March 31, 2021, we used $66.1 million of cash in financing activities, compared to our generating $36.3 million of cash in financing activities during the three months ended March 31, 2020. In both periods, the data reflect borrowings associated with point-of-sale and direct-to-consumer receivables offset by net repayments of amortizing debt facilities as payments are made on the underlying receivables that serve as collateral. Also included in cash used for financing activities for 2021, is the repurchase of $14.7 million in face amount of our outstanding convertible senior notes for $18.6 million in cash (including accrued interest). The repurchase resulted in a loss of approximately $7.8 million (including the convertible senior notes’ applicable share of deferred costs, which were written off in connection with the repurchase). Further, on March 30, 2020, a wholly-owned subsidiary issued 50.0 million Class B preferred units at a purchase price of $1.00 per unit.

Beyond our immediate financing efforts discussed throughout this report,Report, we will continue to evaluate debt and equity issuances as a means to fund our investment opportunities. We expect to take advantage of any opportunities to raise additional capital if terms and pricing are attractive to us. Any proceeds raised under these efforts or additional liquidity available to us could be used to fund (1) the acquisition of additional financial assets associated with theinvestments in point-of-sale and direct-to-consumer finance operationsreceivables as well as the acquisition of credit card receivables portfolios and (2) further repurchases of our 5.875% convertible senior notes and common stock, and (3) investments in certain financial and non-financial assets or businesses.stock. Pursuant to a share repurchase plan authorized by our Board of Directors on May 12, 2016,7, 2020, we are authorized as of September 30, 2017 to repurchase an additional 4,871,185up to 5,000,000 shares of our common stock through June 30, 2018.

2022. As of March 31, 2021, we were authorized to repurchase a remaining 4,919,827 shares under this share repurchase plan.

CONTRACTUAL OBLIGATIONS, COMMITMENTS AND OFF-BALANCE-SHEET ARRANGEMENTS


See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2016.


2020.

Commitments and Contingencies

We do not currently have any off-balance-sheet arrangements; however, we do have certain contractual arrangements that would require us to make payments or provide funding if certain circumstances occur, whichoccur; we refer to these arrangements as contingent commitments. We do not currently expect that these contingent commitments will result in any material amounts being paid by us. See Note 9,11, “Commitments and Contingencies,” to our consolidated financial statements included herein for further discussion of these matters.

.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2, “Significant Accounting Policies and Consolidated Financial Statement Components,” to our consolidated financial statements included herein for a discussion of recent accounting pronouncements.


CRITICAL ACCOUNTING ESTIMATES

We have prepared our financial statements in accordance with GAAP. These principles are numerous and complex. We have summarized our significant accounting policies in the notes to our consolidated financial statements. In many instances, the application of GAAP requires management to make estimates or to apply subjective principles to particular facts and circumstances. A variance in the estimates used or a variance in the application or interpretation of GAAP could yield a materially different accounting result. It is impracticable for us to summarize every accounting principle that requires us to use judgment or estimates in our application. Nevertheless, we describe below the areas for which we believe that the estimations, judgments or interpretations that we have made, if different, would have yielded the most significant differences in our consolidated financial statements.

On a quarterly basis, we review our significant accounting policies and the related assumptions, in particular, those mentioned below, with the audit committee of the Board of Directors.

27


Revenue Recognition

Consumer Loans, Including Past Due Fees

Consumer loans, including past due fees reflect interest income, including finance charges, and late fees on loans in accordance with the terms of the related customer agreements. Premiums, discounts and merchant fees paid or received associated with installment or auto loans that are not included as part of our Fair Value Receivables are deferred and amortized over the average life of the related loans using the effective interest method. Premiums, discounts and merchant fees paid or received associated with Fair Value Receivables are recognized upon receivable acquisition. Finance charges and fees, net of amounts that we consider uncollectible, are included in loans, interest and fees receivable and revenue when the fees are earned based upon the contractual terms of the loans.

Fees and Related Income on Earning Assets

Fees and related income on earning assets primarily include fees associated with the credit products, including the receivables underlying our U.S. point-of-sale finance and direct-to-consumer platform, and our legacy credit card receivables which include the recognition of annual fee billings and cash advance fees among others.

We assess fees on credit card accounts underlying our credit card receivables according to the terms of the related cardholder agreements and, except for annual membership fees, we recognize these fees as income when they are charged to the customers’ accounts. We accrete annual membership fees associated with our credit card receivables into income on a straight-line basis over the cardholder privilege period which is generally 12 months for amortized cost receivables, and when billed for Fair Value Receivables. Similarly, fees on our other credit products are recognized when earned, which coincides with the time they are charged to the customers' accounts. Fees and related income on earning assets, net of amounts that we consider uncollectible, are included in loans, interest and fees receivable and revenue when the fees are earned based upon the contractual terms of the loans.

Measurements for Loans, Interest and Fees Receivable at Fair Value and Notes Payable Associated with Structured Financings at Fair Value

Our valuation of loans, interest and fees receivable, at fair value is based on the present value of future cash flows using a valuation model of expected cash flows and the estimated cost to service and collect those cash flows. We estimate the present value of these future cash flows using a valuation model consisting of internally developedinternally-developed estimates of assumptions third-party market participants would use in determining fair value, including estimates of net collectedgross yield, principal payment rates, expected principal credit loss rates, servicing costs, of funds,and discount rates and servicing costs.rates. Similarly, our valuation of notes payable associated with structured financings, at fair value is based on the present value of future cash flows utilized in repayment of the outstanding principal and interest under the facilities using a valuation model of expected cash flows net of the contractual service expenses within the facilities. We estimate the present value of these future cash flows using a valuation model consisting of internally developedinternally-developed estimates of assumptions third-party market participants would use in determining fair value, including: estimates of net collectedgross yield, principal payment rates, and expected principal credit loss rates, on the credit card receivables that secure the non-recourse notes payable;servicing costs, of funds;and discount rates; and contractual servicing fees.

rates.

The estimates for credit losses, payment rates, servicing costs, contractual servicing fees, costs of funds, discount rates and yields earned on credit card receivables significantly affect the reported amount (and changes thereon) of our loans, interest and fees receivable, at fair value and our notes payable associated with structured financings, at fair value on our consolidated balance sheet,sheets and they likewise affect our changes in fair valueconsolidated statements of loans and fees receivable recorded at fair value and changes in fair value of notes payable associated with structured financings recorded at fair value categories within our fees and related income on earning assets line item on our consolidated statement of operations.

Allowance for Uncollectible Loans, Interest and Fees

Through our analysis of loan performance, delinquency data, charge-off data, economic trends and the potential effects of those economic trends on consumers, we establish an allowance for uncollectible loans, interest and fees receivable as an estimate of the probable losses inherent within those loans, interest and fees receivable that we do not report at fair value. Our loans, interest and fees receivable consist of smaller-balance, homogeneous loans, divided into two portfolio segments: Credit and Other Investments;Investments; and Auto Finance. Each of these portfolio segments is further divided into pools based on common characteristics such as contract or acquisition channel. For each pool, we determine the necessary allowance for uncollectible loans, interest and fees receivable by analyzing some or all of the following unique to each type of receivable pool: historical loss rates;rates; current delinquency and roll-rate trends;trends; vintage analyses based on the number of months an account has been in existence;existence; the effects of changes in the economy on our customers;consumers; changes in underwriting criteria;criteria; and estimated recoveries. These inputs are considered in conjunction with (and potentially reduced by) any unearned fees and discounts that may be applicable for an outstanding loan receivable. To the extent that actual results differ from our estimates of uncollectible loans, interest and fees receivable, our results of operations and liquidity could be materially affected.


RELATED PARTY TRANSACTIONS


Under a shareholders’ agreement into which we entered into with certain shareholders, including David G. Hanna, Frank J. Hanna, III Richard R. House, Jr., Richard W. Gilbert and certain trusts that were Hanna affiliates, following our initial public offering (1) if one or more of the shareholders accepts a bona fide offer from a third party to purchase more than 50% of the outstanding common stock, each of the other shareholders that is a party to the agreement may elect to sell his shares to the purchaser on the same terms and conditions, and (2) if shareholders that are a party to the agreement owning more than 50% of the common stock propose to transfer all of their shares to a third party, then such transferring shareholders may require the other shareholders that are a party to the agreement to sell all of the shares owned by them to the proposed transferee on the same terms and conditions.


In June 2007, we entered into a sublease for 1,000 square feet (as later adjusted to 600 square feet) of excess office space at our Atlanta headquarters with HBR Capital, Ltd. (“HBR”), a company co-owned by David G. Hanna and his brother Frank J. Hanna, III. The sublease rate per square foot is the same as the rate that we pay under the prime lease. Under the sublease, HBR paid us $26,103$16,960 and $25,588$16,627 for 20162020 and 2015,2019, respectively. The aggregate amount of payments required under the sublease from January 1, 20172021 to the expiration of the sublease in May 2022 is $150,717.


$24,567.

In January 2013, HBR began leasing the services of four employees from us. HBR reimburses us for the full cost of the employees, based on the amount of time devoted to HBR. In the ninethree months ended September 30, 2017March 31, 2021 and 2016,2020, we received $197,563$96,781 and $194,155,$73,224, respectively, of reimbursed costs from HBR associated with these leased employees.

On November 26, 2014, we and certain of our subsidiaries entered into a Loan and Security Agreement with Dove Ventures, LLC, a Nevada limited liability company (“Dove”).Dove. The agreement providesprovided for a senior secured term loan facility in


an amount of up to $40.0 million at any time outstanding. TheOn December 27, 2019, the Company issued 400,000 shares (aggregate initial liquidation preference of $40 million) of its Series A Preferred Stock in exchange for full satisfaction of the $40.0 million that the Company owed Dove under the Loan and Security AgreementAgreement. Dividends on the preferred stock are 6% per annum (cumulative, non-compounding) and are payable in preference to any common stock dividends, in cash. The Series A Preferred Stock is fully drawn with $40.0 million outstanding asperpetual and has no maturity date. The Company may, at its option, redeem the shares of September 30, 2017.

Our obligations underSeries A Preferred Stock on or after January 1, 2025 at a redemption price equal to $100 per share, plus any accumulated and unpaid dividends. At the agreement are guaranteed by certain subsidiary guarantorsrequest of a majority of the holders of the Series A Preferred Stock, the Company shall offer to redeem all of the Series A Preferred Stock at a redemption price equal to $100 per share, plus any accumulated and secured by a pledge of certain assets of ours and the subsidiary guarantors. The loans bear interestunpaid dividends, at the rateoption of 9.0%the holders thereof, on or after January 1, 2024. Upon the election by the holders of a majority of the Series A Preferred Stock, each share of the Series A Preferred Stock is convertible into the number of shares of the Company’s common stock as is determined by dividing (i) the sum of (a) $100 and (b) any accumulated and unpaid dividends on such share by (ii) an initial conversion price equal to $10 per annum, payable monthly in arrears. The principal amount of these loans is payable in a single installment on November 22, 2017 (as amended). The agreement includes customary affirmative and negative covenants, as well as customary representations, warranties and events of default. Subjectshare, subject to certain conditions,adjustment in certain circumstances to prevent dilution. Given the redemption rights contained within the Series A Preferred Stock, we can prepayaccount for the principal amounts of these loans without premium or penalty.

outstanding preferred stock as temporary equity in the consolidated balance sheets. Dove is a limited liability company owned by three trusts. David G. Hanna is the sole shareholder and the President of the corporation that serves as the sole trustee of one of the trusts, and David G. Hanna and members of his immediate family are the beneficiaries of this trust. Frank J. Hanna, III is the sole shareholder and the President of the corporation that serves as the sole trustee of the other two trusts, and Frank J. Hanna, III and members of his immediate family are the beneficiaries of these other two trusts.

28

FORWARD-LOOKING INFORMATION


We make forward-looking statements in this reportReport and in other materials we file with the Securities and Exchange Commission (“SEC”) or otherwise make public. This Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements. In addition, our senior management might make forward-looking statements to analysts, investors, the media and others. Statements with respect to the macroeconomic environment; expected revenue; income; receivables; income ratios; net interest margins; long-term shareholder returns; acquisitions of financial assets and other growth opportunities; divestitures and discontinuations of businesses; loss exposure and loss provisions; delinquency and charge-off rates; the effectsextent and duration of account actions we may take or have taken;the COVID-19 pandemic and its impact on the Company, our bank partners, merchant network, financing sources, borrowers, loan demand, legal and regulatory matters, borrower payment patterns, information security and consumer privacy, the capital markets, the economy in general and changes in collection programsthe U.S. economy that could materially impact consumer spending behavior, unemployment and practices;demand for our products; changes in the credit quality and fair value of our credit card loans, interest and fees receivable and the fair value of their underlying structured financing facilities; the impact of actions by the Federal Deposit Insurance Corporation (“FDIC”), Federal Reserve Board, Federal Trade Commission (“FTC”), Consumer Financial Protection Bureau (“CFPB”) and other regulators on both us, banks that issue credit cards and other credit products on our behalf, and merchants that participate in our retail and healthcare point-of-sale (collectively "point-of-sale") finance operations; account growth; the performance of investments that we have made; operating expenses; the impact of bankruptcy law changes; marketing plans and expenses; the performance of our Auto Finance segment; our plans in the U.K.; the impact of our credit card receivables on our financial performance; the sufficiency of available capital; the prospect for improvements in the capital and finance markets; future interest costs; sources of funding operations and acquisitions; growth and profitability of our point-of-sale finance operations; our entry into international markets; our ability to raise funds or renew financing facilities; share repurchases, share issuances or issuances;dividends; debt retirement; the results associated with our equity-method investee; our servicing income levels; gains and losses from investments in securities; experimentation with new products and other statements of our plans, beliefs or expectations are forward-looking statements. These and other statements using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” and similar expressions also are forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement. The forward-looking statements we make are not guarantees of future performance, and we have based these statements on our assumptions and analyses in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances. Forward-looking statements by their nature involve substantial risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such statements. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or historical earnings levels.

Although it is not possible to identify all factors, we continue to face many risks and uncertainties. Among the factors that could cause actual future results to differ materially from our expectations are the risks and uncertainties described under “Risk Factors” set forth in Part II, Item 1A, and the risk factors and other cautionary statements in other documents we file with the SEC, including the following:

the availability of adequate financing to support growth;
the extent to which federal, state, local and foreign governmental regulation of our various business lines and the products we service for others limits or prohibits the operation of our businesses;
current and future litigation and regulatory proceedings against us;
the effect of adverse economic conditions on our revenues, loss rates and cash flows;
competition from various sources providing similar financial products, or other alternative sources of credit, to consumers;
the adequacy of our allowances for uncollectible loans and fees receivable and estimates of loan losses used within our risk management and analyses;
the possible impairment of assets;

our ability to manage costs in line with the expansion or contraction of our various business lines;
our relationship with (i) the merchants that participate in point-of-sale finance operations and (ii) the banks that issue credit cards and provide certain other credit products utilizing our technology platform and related services; and
theft and employee errors.

the availability of adequate financing to support growth;

the extent to which federal, state and local governmental regulation of our various business lines and the products we service for others limits or prohibits the operation of our businesses;

current and future litigation and regulatory proceedings against us;

the effect of adverse economic conditions on our revenues, loss rates and cash flows;

competition from various sources providing similar financial products, or other alternative sources of credit, to consumers;

impacts due to delays or interruptions associated with ongoing system conversions; 

the adequacy of our allowances for uncollectible loans, interest and fees receivable and estimates of loan losses used within our risk management and analyses;

the possible impairment of assets;

the duration and magnitude of the impact of the COVID-19 pandemic on credit usage, payment patterns and the capital markets;

our ability to manage costs in line with the expansion or contraction of our various business lines;

our relationship with (i) the merchants that participate in point-of-sale finance operations and (ii) the banks that issue credit cards and provide certain other credit products utilizing our technology platform and related services; and

theft and employee errors.

Most of these factors are beyond our ability to predict or control. Any of these factors, or a combination of these factors, could materially affect our future financial condition or results of operations and the ultimate accuracy of our forward-looking statements. There also are other factors that we may not describe (because we currently do not perceive them to be material) that could cause actual results to differ materially from our expectations.


We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, we are not required to provide this information.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Act) was carried out on behalf of Atlanticus Holdings Corporation and our subsidiaries by our management and with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer). Based upon the evaluation, our principal executive officer and principal financial officer concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.


Changes in Internal Control Over Financial Reporting


During the quarter ended September 30, 2017,March 31, 2021, no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Act) occurred that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Controls

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

29


PART II—OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

We are involved in various legal proceedings that are incidental to the conduct of our business. There are currently no pending legal proceedings that are expected to be material to us.


ITEM 1A.

RISK FACTORS

An investment in our common stock or other securities involves a number of risks. You should carefully consider each of the risks described below before deciding to invest in our common stock or other securities. If any of the following risks develops into actual events, our business, financial condition or results of operations could be negatively affected, the market price of our common stock or other securities could decline and you may lose all or part of your investment.

Investors should be particularly cautious regarding investments

The impact of COVID-19 on global commercial activity and the corresponding volatility in our common stock or other securities atfinancial markets is evolving. The global impact of the present timeoutbreak has led to many countries instituting quarantines and restrictions on travel. Such actions are creating disruption in lightglobal supply chains, and adversely impacting a number of uncertaintiesindustries, such as transportation, hospitality and entertainment. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the profitabilityultimate adverse impact of COVID-19. Nevertheless, COVID-19 presents material uncertainty and risk with respect to our business model going forwardperformance and financial results.

For additional information, see "—Other Risks to Our Business—The global outbreak of COVID-19has caused severe disruptions in the U.S. economy, and may have an adverse impact on our inabilityperformance, results of operations and access to achieve consistent earnings from our operations in recent years.

capital".

Our Cash Flows and Net Income Are Dependent Upon Payments from Our Investments in Receivables

The collectibilitycollectability of our investments in receivables is a function of many factors including the criteria used to select who is issued credit, the pricing of the credit products, the lengths of the relationships, general economic conditions, the rate at which consumers repay their accounts or become delinquent, and the rate at which consumers borrow funds. Deterioration in these factors would adversely impact our business. In addition, to the extent we have over-estimated collectibility,collectability, in all likelihood we have over-estimated our financial performance. Some of these concerns are discussed more fully below.

Our portfolio of receivables is not diversified and primarily originates from consumers whose creditworthiness is considered sub-prime.less than prime. Historically, we have invested in receivables in one of two ways—we have either (i) invested in receivables originated by lenders who utilize our services or (ii) invested in or purchased pools of receivables from other issuers. In either case, substantially all of our receivables are from financially underserved borrowers—borrowers represented by credit risks that regulators classify as “sub-prime.”less than prime. Our reliance on sub-primethese receivables has negatively impacted and may in the future negatively impact our performance. Our various past and current losses might have been mitigated had our portfolios consisted of higher-grade receivables in addition to our sub-prime receivables.

Economic slowdowns increase our credit losses. During periods of economic slowdown or recession, we generally experience an increase in rates of delinquencies and frequency and severity of credit losses. Our actual rates of delinquencies and frequency and severity of credit losses may be comparatively higher during periods of economic slowdown or recession than those experienced by more traditional providers of consumer credit because of our focus on the financially underserved consumer market, which may be disproportionately impacted.


We are subject to foreign economic and exchange risks. Because of our operations in the U.K.,we have exposure to fluctuations in the U.K. economy. We also have exposure to fluctuations in the relative values of the U.S. dollar and the British pound. Because the British pound has experienced a net decline in value relative to the U.S. dollar since we commenced our most significant operations in the U.K., we have experienced significant transaction and translation losses within our financial statements.
recession.

Because a significant portion of our reported income is based on management’smanagements estimates of the future performance of receivables, differences between actual and expected performance of the receivables may cause fluctuations in net income. Significant portions of our reported income (or losses) are based on management’s estimates of cash flows we expect to receive on receivables, particularly for such assets that we report based on fair value. The expected cash flows are based on management’s estimates of interest rates, default rates, payment rates, cardholder purchases, servicing costs, and discount rates. These estimates are based on a variety of factors, many of which are not within our control. Substantial differences between actual and expected performance of the receivables will occur and cause fluctuations in our net income. For instance, higher than expected rates of delinquencies and losses could cause our net income to be lower than expected. Similarly, levels of loss and delinquency can result in our being required to repay lenders earlier than expected, thereby reducing funds available to us for future growth. Because all of the credit card receivables structured financing facilities are now in amortization status—which for us generally means that the only meaningful cash flows that we are receiving with respect to the credit card receivables that are encumbered by such structured financing facilities are those associated with our contractually specified fee for servicing the receivables—recent payment and default trends have substantially reduced the cash flows that we receive from these receivables.


Due to our relative lack of historicalsignificant experience with Internet consumers, we may not be able to evaluate their creditworthiness. We do not have less historicalsignificant experience with respect to the credit risk and performance of receivables owed by consumers acquired over the Internet.Internet and other digital channels. As a result, we may not be able to target and evaluate successfully the creditworthiness of these potential consumers. Therefore, we may encounter difficulties managing the expected delinquencies and losses and appropriately pricing products.

losses.

We Are Substantially Dependent Upon Borrowed Funds to Fund Receivables We Purchase

We finance receivables that we acquire in large part through financing facilities. All of our financing facilities are of finite duration (and ultimately will need to be extended or replaced) and contain financial covenants and other conditions that must be fulfilled in order for funding to be available. Moreover, some of our facilities currently are in amortization stages (and are not allowing for the funding of any new loans) based on their original terms. The cost and availability of equity and borrowed funds is dependent upon our financial performance, the performance of our industry generallyoverall and general economic and market conditions, and at times equity and borrowed funds have been both expensive and difficult to obtain.

If additional financing facilities are not available in the future on terms we consider acceptable—an issue that has been made even more acute in the U.S. given regulatory changes that reduced asset-level returns on credit card lending—acceptable, we will not be able to purchase additional receivables and those receivables may contract in size.

Capital markets may experience periods of disruption and instability, which could limit our ability to grow our receivables. From time-to-time, capital markets may experience periods of disruption and instability. For example, from 2008 to 2009, the global capital markets were unstable as evidenced by the lack of liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and the failure of major financial institutions. Despite actions of the U.S. federal government and various foreign governments, these events contributed to worsening general economic conditions that materially and adversely impacted the broader financial and credit markets and reduced the availability of debt and equity capital for the market as a whole and financial services firms in particular. If similar adverse and volatile market conditions repeat in the future, we and other companies in the financial services sector may have to access, if available, alternative markets for debt and equity capital in order to grow our receivables.

Moreover, the re-appearance of market conditions similar to those experienced from 2008 through 2009 for any substantial length of time or worsened market conditions could make it difficult for us to borrow money or to extend the maturity of or refinance any indebtedness we may have under similar terms and any failure to do so could have a material adverse effect on our business. Unfavorable economic and political conditions, including future recessions, political instability, geopolitical turmoil and foreign hostilities, and disease, pandemics and other serious health events, also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us.

The outbreak of COVID-19 in many countries continues to adversely impact global commercial activity and has contributed to significant volatility in financial markets. The global impact of the outbreak has been rapidly evolving, and many national, state and local governments have instituted quarantines, restrictions on travel and closures or limitations on non-essential businesses. Such actions are creating disruption in global supply chains, and adversely impacting a number of industries, such as transportation, hospitality and entertainment. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any accurate prediction as to the ultimate adverse impact of the coronavirus. Nevertheless, the coronavirus presents material uncertainty and risk with respect to our performance and financial results.

We may in the future have difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may cause us to reduce the volume of receivables we purchase or otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our Financial Performance Is, in Part, a Function of the Aggregate Amount of Receivables That Are Outstanding

The aggregate amount of outstanding receivables is a function of many factors including purchase rates, payment rates, interest rates, seasonality, general economic conditions, competition from credit card issuers and other sources of consumer financing, access to funding, and the timing and extent of our receivable purchases.


Despite

The recent growth of our recent purchasesinvestments in point-of-salefinance and direct-to-consumer receivables may not be indicative of credit cardour ability to grow such receivables our aggregate credit cardin the future. Our period-end managed receivables contracted over the last several years.balance for point-of-sale finance and direct-to-consumer receivables grew to $1,088.5 million at Match 31, 2021 from $911.7 million March 31, 2020. The amount of our credit cardsuch receivables is a product of a combination of factors, many of which are not in our control. Factors include:

has fluctuated significantly over the availability of funding on favorable terms;
our relationships with the banks that issue credit cards;
the degree to which we lose business to competitors;
the level of usagecourse of our credit card products by consumers;
operating history. Furthermore, even if such receivables continue to increase, the availabilityrate of portfolios for purchasesuch growth could decline. If we cannot manage the growth in receivables effectively, it could have a material adverse effect on attractive terms;
levelsour business, prospects, results of delinquencies and charge offs;
the level of costs of acquiring new receivables;
our ability to employ and train new personnel;
our ability to maintain adequate management systems, collection procedures, internal controls and automated systems; and
general economic and other factors beyond our control.

operations, financial condition or cash flows.

Reliance upon relationships with a few large retailers in the point-of-sale finance operations may adversely affect our revenues and operating results from these operations.Our five largest retail partners accounted for over 50%60% of our outstanding point-of-sale receivables as of December 31, 2016.2020. Although we are adding new retail partners on a regular basis, it is likely that we will continue to derive a significant portion of this operations’ receivables base and corresponding revenue from a relatively small number of partners in the future. If a significant partner reduces or terminates its relationship with us, these operations’ revenue could decline significantly and our operating results and financial condition could be harmed.

30

We Operate in a Heavily Regulated Industry

Changes in bankruptcy, privacy or other consumer protection laws, or to the prevailing interpretation thereof, may expose us to litigation, adversely affect our ability to collect receivables, or otherwise adversely affect our operations. Similarly, regulatory changes could adversely affect the ability or willingness of lenders who utilize our technology platform and related services to market credit products and services to consumers. While the new Presidential Administration and the congressional majorities in the U.S. Senate and House of Representatives support reducing regulatory burdens, the prospects for significant modifications are uncertain. Also, the accounting rules that apply to our business are exceedingly complex, difficult to apply


and in a state of flux. As a result, how we value our receivables and otherwise account for our business is subject to change depending upon the changes in, and, interpretation of, those rules. Some of these issues are discussed more fully below.

Reviews and enforcement actions by regulatory authorities under banking and consumer protection laws and regulations may result in changes to our business practices, may make collection of receivables more difficult or may expose us to the risk of fines, restitution and litigation. Our operations and the operations of the issuing banks through which the credit products we service are originated are subject to the jurisdiction of federal, state and local government authorities, including the CFPB, the SEC, the FDIC, the Office of the Comptroller of the Currency, the FTC, U.K. banking and licensing authorities, state regulators having jurisdiction over financial institutions and debt origination and collection and state attorneys general. Our business practices and the practices of issuing banks, including the terms of products, servicing and collection practices, are subject to both periodic and special reviews by these regulatory and enforcement authorities. These reviews can range from investigations of specific consumer complaints or concerns to broader inquiries. If as part of these reviews the regulatory authorities conclude that we or issuing banks are not complying with applicable law, they could request or impose a wide range of remedies including requiring changes in advertising and collection practices, changes in the terms of products (such as decreases in interest rates or fees), the imposition of fines or penalties, or the paying of restitution or the taking of other remedial action with respect to affected consumers. They also could require us or issuing banks to stop offering some credit products or obtain licenses to do so, either nationally or in selectedselect states. To the extent that these remedies are imposed on the issuing banks that originate credit products using our platform, under certain circumstances we are responsible for the remedies as a result of our indemnification obligations with those banks. We or our issuing banks also may elect to change practices that we believe are compliant with law in order to respond to regulatory concerns. Furthermore, negative publicity relating to any specific inquiry or investigation could hurt our ability to conduct business with various industry participants or to generate new receivables and could negatively affect our stock price, which would adversely affect our ability to raise additional capital and would raise our costs of doing business.

If any deficiencies or violations of law or regulations are identified by us or asserted by any regulator, or if the CFPB, the FDIC, the FTC or any other regulator requires us or issuing banks to change any practices, the correction of such deficiencies or violations, or the making of such changes, could have a material adverse effect on our financial condition, results of operations or business. In addition, whether or not these practices are modified when a regulatory or enforcement authority requests or requires, there is a risk that we or other industry participants may be named as defendants in litigation involving alleged violations of federal and state laws and regulations, including consumer protection laws. Any failure to comply with legal requirements by us or the banks that originate credit products utilizing our platform in connection with the issuance of those products, or by us or our agents as the servicer of our accounts, could significantly impair our ability to collect the full amount of the account balances. The institution of any litigation of this nature, or any judgment against us or any other industry participant in any litigation of this nature, could adversely affect our business and financial condition in a variety of ways.

The regulatory landscape in which we operate is continually changing due to new rules, regulations and interpretations, as well as various legal actions that have been brought against others that have sought to re-characterize certain loans made by federally insured banks as loans made by third parties. If litigation on similar theories were brought against us when we work with a federally insured bank that makes loans and were such an action successful, we could be subject to state usury limits and/or state licensing requirements, loans in such states could be deemed void and unenforceable, and we could be subject to substantial penalties in connection with such loans.

The case law involving whether an originating lender, on the one hand, or third-parties, on the other hand, are the “true lenders” of a loan is still developing and courts have come to different conclusions and applied different analyses. The determination of whether a third-party service provider is the “true lender” is significant because third-parties risk having the loans they service becoming subject to a consumer’s state usury limits. A number of federal courts that have opined on the “true lender” issue have looked to who is the lender identified on the borrower’s loan documents. A number of state courts and at least one federal district court have considered a number of other factors when analyzing whether the originating lender or a third party is the “true lender,” including looking at the economics of the transaction to determine, among other things, who has the predominant economic interest in the loan being made. If we were re-characterized as a “true lender” with respect to the receivables originated by the bank that utilizes our technology platform and other services, such receivables could be deemed to be void and unenforceable in some states, the right to collect finance charges could be affected, and we could be subject to fines and penalties from state and federal regulatory agencies as well as claims by borrowers, including class actions by private plaintiffs. Even if we were not required to change our business practices to comply with applicable state laws and regulations or cease doing business in some states, we could be required to register or obtain lending licenses or other regulatory approvals that could impose a substantial cost on us. If the bank that originates loans utilizing our technology platform were subject to such a lawsuit, it may elect to terminate its relationship with us voluntarily or at the direction of its regulators, and if it lost the lawsuit, it could be forced to modify or terminate such relationship.

In addition to true lender challenges, a question regarding the applicability of state usury rates may arise when a loan is sold from a bank to a non-bank entity. In Madden v. Midland Funding, LLC, the U.S. Court of Appeals for the Second Circuit held that the federal preemption of state usury laws did not extend to the purchaser of a loan issued by a national bank. In its brief urging the U.S. Supreme Court to deny certiorari, the U.S. Solicitor General, joined by the Office of the Comptroller of the Currency (“OCC”), noted that the Second Circuit (Connecticut, New York and Vermont) analysis was incorrect. On remand, the U.S. District Court for the Southern District of New York concluded on February 27, 2017 that New York’s state usury law, not Delaware’s state usury law, was applicable and that the plaintiff’s claims under the FDCPA and state unfair and deceptive acts and practices could proceed. To that end, the court granted Madden’s motion for class certification. At this time, it is unknown whether Madden will be applied outside of the defaulted debt context in which it arose. The facts in Madden are not directly applicable to our business, as we do not engage in practices similar to those at issue in Madden. However, to the extent that the holding in Madden was broadened to cover circumstances applicable to our business, or if other litigation on related theories were brought against us and were successful, or we were otherwise found to be the “true lender,” we could become subject to state usury limits and state licensing laws, in addition to the state consumer protection laws to which we are already subject, in a greater number of states, loans in such states could be deemed void and unenforceable, and we could be subject to substantial penalties in connection with such loans.

In response to the uncertainty Madden created as to the validity of interest rates of bank-originated loans sold in the secondary market, in May 2020 and June 2020, the OCC and the FDIC, respectively, issued final rules that reaffirmed the “valid when made” doctrine and clarified that when a bank sells, assigns, or otherwise transfers a loan, the interest rates permissible prior to the transfer continue to be permissible following the transfer. In the summer of 2020, a number of states filed suits against the OCC and the FDIC, challenging these "valid when made" rules. 

We are dependent upon bankssupport a single bank that markets general purpose credit cards and certain other credit products directly to consumers. We acquire interests in and service the receivables originated by that bank. The bank could determine not to continue the relationship for various business reasons, or its regulators could limit its ability to issue credit cards and provide certain other credit products utilizing our technology platform and related services. We acquire receivables generated by banks from credit cards that they have issued and other products, and their regulators could at any time limit their abilityor to issueoriginate some or all of thesethe other products that we service or require the bank to modify those products significantly.significantly and could do either with little or no notice. Any significant interruption or change of those relationshipsour bank relationship would result in our being unable to acquire new receivables or help develop certain other credit products. It is possible that a regulatory position or action taken with respectUnless we were able to any of the issuing banks might result in the bank’s inability or unwillingness to originate futuretimely replace our bank relationship, such an interruption would prevent us from acquiring newly originated credit products in collaboration with us. In the current state, such a disruption of our issuing bank relationships principally would adversely affect our ability to growcard receivables and growing our investments in the point-of-sale and direct-to-consumer receivables. In turn, it would materially adversely impact our business.

The FDIC has issued examination guidance affecting the bank that utilizes our technology platform to market general purpose credit cards and certain other credit products and these or subsequent new rules and regulations could have a significant impact on such credit products. The bank that utilizes our technology platform and other services to market general purpose credit cards and certain other credit products is supervised and examined by both the state that charters it and the FDIC. If the FDIC or a state supervisory body considers any aspect of the products originated utilizing our technology platform to be inconsistent with its guidance, the bank may be required to alter or terminate some or all of these products.

On July 29, 2016, the board of directors of the FDIC released examination guidance relating to third-party lending as part of a package of materials designed to “improve the transparency and clarity of the FDIC’s supervisory policies and practices” and consumer compliance measures that FDIC-supervised institutions should follow when lending through a business relationship with a third party. The proposed guidance, if finalized, would apply to all FDIC-supervised institutions that engage in third-party lending programs, including the bank that utilizes our technology platform and other services to market general purpose credit cards and certain other credit products.

The proposed guidance elaborates on previously issued agency guidance on managing third-party risks and specifically addresses third-party lending arrangements where an FDIC-supervised institution relies on a third party to perform a significant aspect of the lending process. The types of relationships that would be covered by the guidance include (but are not limited to) relationships for originating loans on behalf of, through or jointly with third parties, or using platforms developed by third parties. If adopted as proposed, the guidance would result in increased supervisory attention of institutions that engage in significant lending activities through third parties, including at least one examination every 12 months, as well as supervisory expectations for a third-party lending risk management program and third-party lending policies that contain certain minimum requirements, such as self-imposed limits as a percentage of total capital for each third-party lending relationship and for the overall loan program, relative to origination volumes, credit exposures (including pipeline risk), growth, loan types, and acceptable credit quality. While the guidance has never formally been adopted, it is our understanding that the FDIC has relied upon it in its examination of third-party lending arrangements.

31

Changes to consumer protection laws or changes in their interpretation may impede collection efforts or otherwise adversely impact our business practices. Federal and state consumer protection laws regulate the creation and enforcement of consumer credit card receivables and other loans. Many of these laws (and the related regulations) are focused on sub-primenon-prime lenders and are intended to prohibit or curtail industry-standard practices as well as non-standard practices. For instance, Congress enacted legislation that regulates loans to military personnel through imposing interest rate and other limitations and requiring new disclosures, all as regulated by the Department of Defense. Similarly, in 2009 Congress enacted legislation that required changes to a variety of marketing, billing and collection practices, and the Federal Reserve adopted significant changes to a number of practices through its issuance of regulations. While our practices are in compliance with these changes, some of the changes (e.g., limitations on the ability to assess up-front fees) have significantly affected the viability of certain credit products within the U.S. Changes in the consumer protection laws could result in the following:

receivables not originated in compliance with law (or revised interpretations) could become unenforceable and uncollectible under their terms against the obligors;
we may be required to credit or refund previously collected amounts;

certain fees and finance charges could be limited, prohibited or restricted, which would reduce the profitability of certain investments in receivables;
certain collection methods could be prohibited, forcing us to revise our practices or adopt more costly or less effective practices;
limitations on our ability to recover on charged-off receivables regardless of any act or omission on our part;
some credit products and services could be banned in certain states or at the federal level;
federal or state bankruptcy or debtor relief laws could offer additional protections to consumers seeking bankruptcy protection, providing a court greater leeway to reduce or discharge amounts owed to us; and
a reduction in our ability or willingness to invest in receivables arising under loans to certain consumers, such as military personnel.

receivables not originated in compliance with law (or revised interpretations) could become unenforceable and uncollectible under their terms against the obligors;
we may be required to credit or refund previously collected amounts;
certain fees and finance charges could be limited, prohibited or restricted, reducing the profitability of certain investments in receivables;
certain collection methods could be prohibited, forcing us to revise our practices or adopt more costly or less effective practices;
limitations on our ability to recover on charged-off receivables regardless of any act or omission on our part;
some credit products and services could be banned in certain states or at the federal level;
federal or state bankruptcy or debtor relief laws could offer additional protections to consumers seeking bankruptcy protection, providing a court greater leeway to reduce or discharge amounts owed to us; and
a reduction in our ability or willingness to invest in receivables arising under loans to certain consumers, such as military personnel.

Material regulatory developments may adversely impact our business and results from operations.


Our Automobile Lending Activities Involve Risks in Addition to Others Described Herein

Automobile lending exposes us not only to most of the risks described above but also to additional risks, including the regulatory scheme that governs installment loans and those attendant to relying upon automobiles and their repossession and liquidation value as collateral. In addition, our Auto Finance segment operation acquires loans on a wholesale basis from used car dealers, for which we rely upon the legal compliance and credit determinations by those dealers.

Funding for automobile lending may become difficult to obtain and expensive. In the event we are unable to renew or replace any Auto Finance segment facilities that bear refunding or refinancing risks when they become due, our Auto Finance segment could experience significant constraints and diminution in reported asset values as lenders retain significant cash flows within underlying structured financings or otherwise under security arrangements for repayment of their loans. If we cannot renew or replace future facilities or otherwise are unduly constrained from a liquidity perspective, we may choose to sell part or all of our auto loan portfolios, possibly at less than favorable prices.

Our automobile lending business is dependent upon referrals from dealers. Currently we provide substantially all of our automobile loans only to or through used car dealers. Providers of automobile financing have traditionally competed based on the interest rate charged, the quality of credit accepted and the flexibility of loan terms offered. In order to be successful, we not only need to be competitive in these areas, but also need to establish and maintain good relations with dealers and provide them with a level of service greater than what they can obtain from our competitors.

The financial performance of our automobile loan portfolio is in part dependent upon the liquidation of repossessed automobiles. In the event of certain defaults, we may repossess automobiles and sell repossessed automobiles at wholesale auction markets located throughout the U.S. Auction proceeds from these types of sales and other recoveries rarely are sufficient to cover the outstanding balances of the contracts; where we experience these shortfalls, we will experience credit losses. Decreased auction proceeds resulting from depressed prices at which used automobiles may be sold would result in higher credit losses for us.

Repossession of automobiles entails the risk of litigation and other claims. Although we have contracted with reputable repossession firms to repossess automobiles on defaulted loans, it is not uncommon for consumers to assert that we were not entitled to repossess an automobile or that the repossession was not conducted in accordance with applicable law. These claims increase the cost of our collection efforts and, if correct,successful, can result in awards against us.

We Routinely Explore Various Opportunities to Grow Our Business, to Make Investments and to Purchase and Sell Assets

We routinely consider acquisitions of, or investments in, portfolios and other assets as well as the sale of portfolios and portions of our business. There are a number of risks attendant to any acquisition, including the possibility that we will overvalue the assets to be purchased and that we will not be able to produce the expected level of profitability from the acquired business or assets. Similarly, there are a number of risks attendant to sales, including the possibility that we will undervalue the assets to be sold. As a result, the impact of any acquisition or sale on our future performance may not be as favorable as expected and actually may be adverse.

Portfolio purchases may cause fluctuations in our reported Credit and Other Investments segment’s managed receivables data, which may reduce the usefulness of this data in evaluating our business. Our reported Credit and Other Investments segment managed receivables data may fluctuate substantially from quarter to quarter as a result of recent and future credit card portfolio acquisitions.


Receivables included in purchased portfolios are likely to have been originated using credit criteria different from the criteria of issuing bank partners that have originated accounts utilizing our technology platform. Receivables included in any particular purchased portfolio may have significantly different delinquency rates and charge-off rates than the receivables previously originated and purchased by us. These receivables also may earn different interest rates and fees as compared to other similar receivables in our receivables portfolio. These variables could cause our reported managed receivables data to fluctuate substantially in future periods making the evaluation of our business more difficult.

Any acquisition or investment that we make will involve risks different from and in addition to the risks to which our business is currently exposed. These include the risks that we will not be able to integrate and operate successfully new businesses, that we will have to incur substantial indebtedness and increase our leverage in order to pay for the acquisitions, that we will be exposed to, and have to comply with, different regulatory regimes and that we will not be able to apply our traditional analytical framework (which is what we expect to be able to do) in a successful and value-enhancing manner.

Other Risks of Our Business

The global outbreak ofCOVID-19, has caused severe disruptions in the U.S. economy, and may have an adverse impact on our performance, results of operations and access to capital. On March 13, 2020, a national emergency was declared under the National Emergencies Act due to a new strain of coronavirus ("COVID-19"). Measures taken across the U.S. and worldwide to mitigate the spread of the virus have significantly impacted the macroeconomic environment, including consumer confidence, unemployment and other economic indicators that contribute to consumer spending behavior and demand for credit. Our results of operations are impacted by the relative strength of the overall economy. As general economic conditions improve or deteriorate, the amount of consumer disposable income tends to fluctuate, which, in turn, impacts consumer spending levels and the willingness of consumers to finance purchases.

The extent to which COVID-19 will impact our business, results of operations and financial condition is dependent on many factors, which are highly uncertain, including, but not limited to, the duration and severity of the outbreak, the actions to contain the virus or mitigate its impact, and how quickly and to what extent normal economic and operating conditions will resume. If we experience a prolonged decline in purchases of receivables or increase in delinquencies, our results of operations and financial condition could be materially adversely affected.

We routinely engage in discussions with customers, some of whom have indicated that they have experienced economic hardship due to the COVID-19 pandemic and have requested payment deferral or forbearance or other modifications of their accounts. While we are addressing requests for relief, we may still experience higher instances of default. Additionally, the COVID-19 pandemic could adversely affect our liquidity position and could limit our ability to grow our business or fully execute on our business strategy. Furthermore, the COVID-19 pandemic could negatively impact our access to capital.

The COVID-19 pandemic also resulted in us modifying certain business practices, such as minimizing employee travel and executing on a company-wide remote work program. We may take further actions as required by government authorities or as we determine to be in the best interests of our employees and consumers. We may experience disruptions due to a number of operational factors, including, but not limited to:

increased cyber and payment fraud risk related to COVID-19, as cybercriminals attempt to profit from the disruption, given increased e-commerce and other online activity;
challenges to the security, availability and reliability of our information technology platform due to changes to normal operations, including the possibility of one or more clusters of COVID-19 cases affecting our employees or affecting the systems or employees of our partners; and
an increased volume of borrower and regulatory requests for information and support, or new regulatory requirements, which could require additional resources and costs to address.

32

Even after the COVID-19 pandemic has subsided, our business may continue to be unfavorably impacted by the economic turmoil caused by the pandemic. There are no recent comparable events that could serve to indicate the ultimate effect the COVID-19 pandemic may have and, as such, we do not at this time know what the extent of the impact of the COVID-19 pandemic will be on our business. To the extent the COVID-19 pandemic adversely affects our business and financial results, it also may heighten other risks described in this Part II, Item 1A.

For additional discussion of the impact of COVID-19 on our business, see additional risk factors included in this Part II, Item 1A, as well as Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We are a holding company with no operations of our own.As a result, our cash flow and ability to service our debt is dependent upon distributions from our subsidiaries. The distribution of subsidiary earnings, or advances or other distributions of funds by subsidiaries to us, all of which are subject to statutory and could be subject to contractual restrictions, are contingent upon the subsidiaries’ cash flows and earnings and are subject to various business and debt covenant considerations.

Unless we obtain a bank charter, we cannot issue credit cards other than through agreements with banks. Because we do not have a bank charter, we currently cannot issue credit cards ourselves. Unless we obtain a bank or credit card bank charter, we will continue to rely upon banking relationships to provide for the issuance of credit cards to consumers. Even if we obtain a bank charter, there may be restrictions on the types of credit that the bank may extend. Our various issuing bank agreements have scheduled expiration dates. If we are unable to extend or execute new agreements with our issuing banks at the expirations of our current agreements with them, or if our existing or new agreements with our issuing banks were terminated or otherwise disrupted, there is a risk that we would not be able to enter into agreements with an alternate issuer on terms that we consider favorable or in a timely manner without disruption of our business.

We are party to litigation. We are defendants inparty to certain legal proceedings which include litigation customary for a business of our nature. In each case we believe that we have meritorious defenses or that the positions we are asserting otherwise are correct. However, adverse outcomes are possible in these matters, and we could decide to settle one or more of our litigation matters in order to avoid the ongoing cost of litigation or to obtain certainty of outcome. Adverse outcomes or settlements of these matters could require us to pay damages, make restitution, change our business practices or take other actions at a level, or in a manner, that would adversely impact our business.

We face heightened levels of economic risk associated with new investment activities.  We have made a number of investments in businesses that are not directly relatedmay be unable to our traditional servicing and receivables financing activities to, or associated with, the underserved consumer credit market.  In addition,use some of these investments that we have made and may make in the future are or will be in debt or equity securities of businesses over which we exert little or no control, which likely exposes us to greater risks of loss than investments in activities and operations that we control.  We make only those investments we believe have the potential to provide a favorable return. However, because some of the investments are outside of our core areas of expertise, they entail risks beyond those described elsewhere in this report.  As occurred with respect to certain such investments in 2012 and 2011, these risks could result in the loss of part or all of our investments.


net operating loss (NOL) carryforwards. At December 31, 2020, we had U.S. federal NOL carryforwards of $51.0 million the deferred tax assets on which were not offset by valuation allowances. Our NOLs have resulted from prior period losses and are available to offset future taxable income. If not used, $1.3 million of the NOLs will expire in 2030, $24.8 million will expire in 2033, and $24.9 million will expire in 2037. Additionally, we had $2.5 million of U.S. state and local and foreign deferred tax assets which were not offset by valuation allowances. Such NOLs exist in a variety of jurisdictions with a variety of expiration dates. Under Section 382 of the Internal Revenue Code, our ability to use NOLs in any taxable year may be limited if we experience an "ownership change." A section 382 "ownership change" generally occurs if one or more shareholders or groups of shareholders, who own at least 5% of our stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. We have not completed a Section 382 analysis through December 31, 2020. If we have previously had, or have in the future, one or more Section 382 “ownership changes,” or if we do not generate sufficient taxable income, we may not be able to use a material portion of the NOLs. If we are limited in our ability to use the NOLs in future years in which we have taxable income, we will pay more taxes than if we were able to fully use our NOLs. This could materially and adversely affect our results of operations.

Because we outsource account-processing functions that are integral to our business, any disruption or termination of thatthese outsourcing relationshiprelationships could harm our business. We generally outsource account and payment processing, and in 2016, we paid Total System Services, Inc. $3.8 million for these services.processing. If these agreementsoutsourcing relationships were not renewed or were terminated or the services provided to us were otherwise disrupted, we would have to obtain these services from an alternative provider.providers. There is a risk that we would not be able to enter into a similar agreementoutsourcing arrangements with an alternate providerproviders on terms that we consider favorable or in a timely manner without disruption of our business.


Furthermore, we are currently transitioning to a new system provider. This conversion could cause service disruptions or other operational challenges.

Failure to keep up with the rapid technological changes in financial services and e-commerce could harm our business. The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial and lending institutions to better serve customers and reduce costs. Our future success will depend, in part, upon our ability to address the needs of consumers by using technology to support products and services that will satisfy consumer demands for convenience, as well as to create additional efficiencies in our operations. We may not be able to effectively implement new technology-driven products and services as quickly as some of our competitors. Failure to successfully keep pace with technological change affecting the financial services industry could harm our ability to compete with our competitors. Any such failure to adapt to changes could have a material adverse effect on our business, prospects, results of operations, financial condition or cash flows.

If we are unable to protect our information systems against service interruption, our operations could be disrupted and our reputation may be damaged. We rely heavily on networks and information systems and other technology, that are largely hosted by third-parties to support our business processes and activities, including processes integral to the origination and collection of loans and other financial products, and information systems to process financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting and legal and tax requirements.


Because information systems are critical to many of our operating activities, our business may be impacted by hosted system shutdowns, service disruptions or security breaches. These incidents may be caused by failures during routine operations such as system upgrades or user errors, as well as network or hardware failures, malicious or disruptive software, computer hackers, rogue employees or contractors, cyber-attacks by criminal groups, geopolitical events, natural disasters, pandemics, failures or impairments of telecommunications networks, or other catastrophic events. If our information systems suffer severe damage, disruption or shutdown and our business continuity plans do not effectively resolve the issues in a timely manner, we could experience delays in reporting our financial results, and we may lose revenue and profits as a result of our inability to collect payments in a timely manner. We also could be required to spend significant financial and other resources to repair or replace networks and information systems. 

Unauthorized or unintentional disclosure of sensitive or confidential customer data could expose us to protracted and costly litigation, and civil and criminal penalties. To conduct our business, we are required to manage, use, and store large amounts of personally identifiable information, consisting primarily of confidential personal and financial data regarding consumers across all operations areas. We also depend on our IT networks and systems, and those of third parties, to process, store, and transmit this information. As a result, we are subject to numerous U.S. federal and state laws designed to protect this information. Security breaches involving our files and infrastructure could lead to unauthorized disclosure of confidential information.

We take a number of measures to ensure the security of our hardware and software systems and customer information. Advances in computer capabilities, new discoveries in the field of cryptography or other developments may result in the technology used by us to protect data being breached or compromised. In the past, banks and other financial service providers have been the subject of sophisticated and highly targeted attacks on their information technology. An increasing number of websites have reported breaches of their security.

If any person, including our employees or those of third-party vendors, negligently disregards or intentionally breaches our established controls with respect to such data or otherwise mismanages or misappropriates that data, we could be subject to costly litigation, monetary damages, fines, and/or criminal prosecution. Any unauthorized disclosure of personally identifiable information could subject us to liability under data privacy laws. Further, under credit card rules and our contracts with our card processors, if there is a breach of credit card information that we store, we could be liable to the credit card issuing banks for their cost of issuing new cards and related expenses. In addition, if we fail to follow credit card industry security standards, even if there is no compromise of customer information, we could incur significant fines. Security breaches also could harm our reputation, which could potentially cause decreased revenues, the loss of existing merchant credit partners, or difficulty in adding new merchant credit partners.

Internet and data security breaches also could impede our bank partners from originating loans over the Internet, cause us to lose consumers or otherwise damage our reputation or business. Consumers generally are concerned with security and privacy, particularly on the Internet. As part of our growth strategy, we have enabled lenders to originate loans over the Internet. The secure transmission of confidential information over the Internet is essential to maintaining customer confidence in such products and services offered online.


Advances in computer capabilities, new discoveries or other developments could result in a compromise or breach of the technology used by us to protect our client or consumer application and transaction data transmitted over the Internet. In addition to the potential for litigation and civil penalties described above, security breaches could damage our reputation and cause consumers to become unwilling to do business with our clients or us, particularly over the Internet. Any publicized security problems could inhibit the growth of the Internet as a means of conducting commercial transactions. Our ability to service our clients’ needs over the Internet would be severely impeded if consumers become unwilling to transmit confidential information online.


Also, a party that is able to circumvent our security measures could misappropriate proprietary information, cause interruption in our operations, damage our computers or those of our users, or otherwise damage our reputation and business.


Regulation in the areas of privacy and data security could increase our costs. We are subject to various regulations related to privacy and data security/breach, and we could be negatively impacted by these regulations. For example, we are subject to the safeguardsSafeguards guidelines under the Gramm-Leach-Bliley Act. The safeguardsSafeguards guidelines require that each financial institution develop, implement and maintain a written, comprehensive information security program containing safeguards that are appropriate to the financial institution’s size and complexity, the nature and scope of the financial institution’s activities and the sensitivity of any customer information at issue. Broad-ranging data security laws that affect our business also have been adopted by various states.

The California Consumer Privacy Act (the “CCPA”) became effective on January 1, 2020. The CCPA requires, among other things, covered companies to provide new disclosures to California consumers and afford such consumers with expanded protections and control over the collection, maintenance, use and sharing of personal information. The CCPA continues to be subject to new regulations and legislative amendments. Although we have implemented a compliance program designed to address obligations under the CCPA, it remains unclear what future modifications will be made or how the CCPA will be interpreted in the future. The CCPA provides for civil penalties for violations and a private right of action for data breaches.

In addition, on November 3, 2020, California voters approved the California Privacy Rights Act of 2020 (the “CPRA”) ballot initiative. Although the CPRA will not take effect until January 1, 2023, it will establish a privacy regulator before that date. We anticipate that CPRA will apply to our business and we will work to ensure compliance with the CPRA by its effective date.

Compliance with these laws regarding the protection of consumer and employee data could result in higher compliance and technology costs for us, as well as potentially significant fines and penalties for non-compliance.


Further, there are various other statutes and regulations relevant to the direct email marketing, debt collection and text-messaging industries including the Telephone Consumer Protection Act. The interpretation of many of these statutes and regulations is evolving in the courts and administrative agencies and an inability to comply with them may have an adverse impact on our business.

In addition to the foregoing enhanced data security requirements, various federal banking regulatory agencies, and at least 48all 50 states, the District of Columbia, Puerto Rico and the Virgin Islands, have enacted data security regulations and laws requiring varying levels of consumer notification in the event of a security breach.

33

Also, federal legislators and regulators are increasingly pursuing new guidelines, laws and regulations that, if adopted, could further restrict how we collect, use, share and secure consumer information, which could impact some of our current or planned business initiatives.


Unplanned system interruptions or system failures could harm our business and reputation. Any interruption in the availability of our transactional processing services due to hardware, and operating system failures, or system conversion will reduce our revenues and profits. Any unscheduled interruption in our services results in an immediate, and possibly substantial, reduction in our ability to serve our customers, thereby resulting in a loss of revenues. Frequent or persistent interruptions in our services could cause current or potential consumers to believe that our systems are unreliable, leading them to switch to our competitors or to avoid our websites or services, and could permanently harm our reputation.

Although our systems have been designed around industry-standard architectures to reduce downtime in the event of outages or catastrophic occurrences, they remain vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures, computer viruses, computer denial-of-service attacks, and similar events or disruptions. Some of our systems are not fully redundant, and our disaster recovery planning may not be sufficient for all eventualities. Our systems also are subject to break-ins, sabotage, and intentional acts of vandalism. Despite any precautions we may take, the occurrence of a natural disaster, pandemic, a decision by any of our third-party hosting providers to close a facility we use without adequate notice for financial or other reasons or other unanticipated problems at our hosting facilities could cause system interruptions, delays, and loss of critical data, and result in lengthy interruptions in our services. Our business interruption insurance may not be sufficient to compensate us for losses that may result from interruptions in our service as a result of system failures.


 Furthermore, we are currently transitioning to a new system provider. This conversion could cause service disruptions or other operational challenges.

Climate change and related regulatory responses may impact our business. Climate change as a result of emissions of greenhouse gases is a significant topic of discussion and may generate federal and other regulatory responses. It is impracticable to predict with any certaintyWe are uncertain of the ultimate impact, on our businesseither directionally or quantitatively, of climate change or theand related regulatory responses to it, although we recognize that they could be significant.on our business. The most direct impact is likely to be an increase in energy costs, which would adversely impact consumers and their ability to incur and repay indebtedness. However,

We elected the fair value option effective as of January 1, 2020, and we are uncertainuse estimates in determining the fair value of our loans. If our estimates prove incorrect, we may be required to write down the value of these assets, adversely affecting our results of operations. Our ability to measure and report our financial position and results of operations is influenced by the need to estimate the impact or outcome of future events on the basis of information available at the time of the ultimateissuance of the financial statements. Further, most of these estimates are determined using Level 3 inputs for which changes could significantly impact either directionallyour fair value measurements. A variety of factors including, but not limited to, estimated yields on consumer receivables, customer default rates, the timing of expected payments, estimated costs to service the portfolio, interest rates, and valuations of comparable portfolios may ultimately affect the fair values of our loans and finance receivables. If actual results differ from our judgments and assumptions, then it may have an adverse impact on the results of operations and cash flows. Management has processes in place to monitor these judgments and assumptions, but these processes may not ensure that our judgments and assumptions are correct.

Our allowance for uncollectible loans is determined based upon both objective and subjective factors and may not be adequate to absorb loan losses.We face the risk that customers will fail to repay their loans in full. Through our analysis of loan performance, delinquency data, charge-off data, economic trends and the potential effects of those economic trends on consumers, we establish an allowance for uncollectible loans, interest and fees receivable as an estimate of the probable losses inherent within those loans, interest and fees receivable that we do not report at fair value. We determine the necessary allowance for uncollectible loans, interest and fees receivable by analyzing some or quantitatively,all of climate changethe following unique to each type of receivable pool: historical loss rates; current delinquency and related regulatory responsesroll-rate trends; vintage analyses based on the number of months an account has been in existence; the effects of changes in the economy on consumers; changes in underwriting criteria; and estimated recoveries. These inputs are considered in conjunction with (and potentially reduced by) any unearned fees and discounts that may be applicable for an outstanding loan receivable. Actual losses are difficult to forecast, especially if such losses are due to factors beyond our historical experience or control. As a result, our allowance for uncollectible loans may not be adequate to absorb incurred losses or prevent a material adverse effect on our business.


business, financial condition and results of operations. Losses are the largest cost as a percentage of revenues across all of our products. Fraud and customers not being able to repay their loans are both significant drivers of loss rates. If we experienced rising credit or fraud losses this would significantly reduce our earnings and profit margins and could have a material adverse effect on our business, prospects, results of operations, financial condition or cash flows.

Risks Relating to an Investment in Our Securities

The price of our common stock may fluctuate significantly, and this may make it difficult for you to resell your shares of our common stock when you want or at prices you find attractive. The price of our common stock on the NASDAQ Global Select Market constantly changes. We expect that the market price of our common stock will continue to fluctuate. The market price of our common stock may fluctuate in response to numerous factors, many of which are beyond our control. These factors include the following:

actual or anticipated fluctuations in our operating results;
changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
the overall financing environment, which is critical to our value;
the operating and stock performance of our competitors;
announcements by us or our competitors of new products or services or significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
changes in interest rates;
the announcement of enforcement actions or investigations against us or our competitors or other negative publicity relating to us or our industry;
changes in GAAP, laws, regulations or the interpretations thereof that affect our various business activities and segments;
general domestic or international economic, market and political conditions;

changes in ownership by executive officers, directors and parties related to them who control a majority of our common stock;
additions or departures of key personnel; and
future sales of our common stock and the transfer or cancellation of shares of common stock pursuant to a share lending agreement.

actual or anticipated fluctuations in our operating results;
changes in expectations as to our future financial performance, including financial estimates and projections by Atlanticus, securities analysts and investors;
the overall financing environment, which is critical to our value;
the operating and stock performance of our competitors;
announcements by us or our competitors of new products or services or significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
changes in interest rates;
the announcement of enforcement actions or investigations against us or our competitors or other negative publicity relating to us or our industry;
changes in generally accepted accounting principles in the U.S. ("GAAP"), laws, regulations or the interpretations thereof that affect our various business activities and segments;
general domestic or international economic, market and political conditions;
changes in ownership by executive officers, directors and parties related to them who control a majority of our common stock;
additions or departures of key personnel; and
future sales of our common stock and the transfer or cancellation of shares of common stock pursuant to a share lending agreement.

In addition, the stock markets from time to time experience extreme price and volume fluctuations that may be unrelated or disproportionate to the operating performance of companies. These broad fluctuations may adversely affect the trading price of our common stock, regardless of our actual operating performance.


Future sales of our common stock or equity-related securities in the public market, including sales of our common stock pursuant to share lending agreements or short sale transactions by purchasersholders of convertible senior notes, could adversely affect the trading price of our common stock and our ability to raise funds in new stock offerings.Sales of significant amounts of our common stock or equity-related securities in the public market, including sales pursuant to share lending agreements, or the perception that such sales will occur, could adversely affect prevailing trading prices of our common stock and could impair our ability to raise capital through future offerings of equity or equity-related securities. Future sales of shares of common stock or the availability of shares of common stock for future sale, including sales of our common stock in short sale transactions by purchasersholders of our convertible senior notes, may have a material adverse effect on the trading price of our common stock.

The shares of Series A Convertible Preferred Stock are senior obligations, rank prior to our common stock with respect to dividends, distributions and payments upon liquidation and have other terms, such as a redemption right, that could negatively impact the value of shares of our common stock. In December 2019, we issued 400,000 shares of Series A Convertible Preferred Stock. The rights of the holders of our Series A Convertible Preferred Stock with respect to dividends, distributions and payments upon liquidation rank senior to similar obligations to our holders of common stock. Holders of the Series A Convertible Preferred Stock are entitled to receive dividends on each share of such stock equal to 6% per annum on the liquidation preference of $100. The dividends on the Series A Convertible Preferred Stock are cumulative and non-compounding and must be paid before we pay any dividends on the common stock.

In the event of our liquidation, dissolution or the winding up of our affairs, the holders of our Series A Convertible Preferred Stock have the right to receive a liquidation preference entitling them to be paid out of our assets generally available for distribution to our equity holders and before any payment may be made to holders of our common stock in an amount equal to $100 per share of Series A Convertible Preferred Stock plus any accrued but unpaid dividends.

Further, on and after January 1, 2024, the holders of the Series A Convertible Preferred Stock will have the right to require us to purchase outstanding shares of Series A Convertible Preferred Stock for an amount equal to $100 per share plus any accrued but unpaid dividends. This redemption right could expose us to a liquidity risk if we do not have sufficient cash resources at hand or are not able to find financing on sufficiently attractive terms to comply with our obligations to repurchase the Series A Convertible Preferred Stock upon exercise of such redemption right.

Our obligations to the holders of Series A Convertible Preferred Stock also could limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition and the value of our common stock.

34

Our outstanding Series A Convertible Preferred Stock has anti-dilution protection that, if triggered, could cause substantial dilution to our then-existing holders of common stock, which could adversely affect our stock price. The document governing the terms of our outstanding Series A Convertible Preferred Stock contains anti-dilution provisions to benefit the holders of such stock. As a result, if we, in the future, issue common stock or other derivative securities, subject to specified exceptions, for a per share price less than the then existing conversion price of the Series A Convertible Preferred Stock, an adjustment to the then current conversion price would occur. This reduction in the conversion price could result in substantial dilution to our then-existing holders of common stock, which could adversely affect the price of our common stock.

In the past, we have not paid cash dividends on our common stock on a regular basis, and an increase in the market price of our common stock, if any, may be the sole source of gain on your investment. With the exception of dividends payable on our Series A Convertible Preferred Stock, we currently plan to retain any future earnings for use in the operation and expansion of our business and may not pay any dividends on our common stock in the foreseeable future. The declaration and payment of all future dividends on our common stock, if any, will be at the sole discretion of our board of directors, which retains the right to change our dividend policy at any time. Any decision by our board of directors to declare and pay dividends in the future will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, restrictions on dividends imposed by the document governing the terms of the Series A Convertible Preferred Stock and other factors that our board of directors may deem relevant. Consequently, appreciation in the market price of our common stock, if any, may be the sole source of gain on your investment for the foreseeable future.

Holders of the Series A Convertible Preferred Stock are entitled to receive dividends on each share of such stock equal to 6% per annum on the liquidation preference of $100. The dividends on the Series A Convertible Preferred Stock are cumulative and non-compounding and must be paid before we pay any dividends on the common stock.

We have the ability to issue additional preferred stock, warrants, convertible debt and other securities without shareholder approval. Our common stock may be subordinate to additional classes of preferred stock issued in the future in the payment of dividends and other distributions made with respect to common stock, including distributions upon liquidation or dissolution. Our articles of incorporation permit our Board of Directors to issue preferred stock without first obtaining shareholder approval.approval, which we did in December 2019 when we issued the Series A Convertible Preferred Stock. If we issue additional classes of preferred stock, these additional securities may have dividend or liquidation preferences senior to the common stock. If we issue additional classes of convertible preferred stock, a subsequent conversion may dilute the current common shareholders’ interest. We have similar abilities to issue convertible debt, warrants and other equity securities.

Our executive officers, directors and parties related to them, in the aggregate, control a majority of our common stock and may have the ability to control matters requiring shareholder approval. Our executive officers, directors and parties related to them own a large enough share of our common stock to have an influence on, if not control of, the matters presented to shareholders. As a result, these shareholders may have the ability to control matters requiring shareholder approval, including the election and removal of directors, the approval of significant corporate transactions, such as any reclassification, reorganization, merger, consolidation or sale of all or substantially all of our assets and the control of our management and affairs. Accordingly, this concentration of ownership may have the effect of delaying, deferring or preventing a change of control of us, impede a merger, consolidation, takeover or other business combination involving us or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could have an adverse effect on the market price of our common stock.


Theright to receive payments on our convertible senior notes is subordinate to the rights of our existing and future secured creditors. Our convertible senior notes are unsecured and are subordinate to existing and future secured obligations to the extent of the value of the assets securing such obligations. As a result, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding of our company, our assets generally would be available to satisfy obligations of our secured debt before any payment may be made on the convertible senior notes. To the extent that such assets cannot satisfy in full our secured debt, the holders of such debt would have a claim for any shortfall that would rank equally in right of payment (or effectively senior if the debt were issued by a subsidiary) with the convertible senior notes. In such an event, we may not have sufficient assets remaining to pay amounts on any or all of the convertible senior notes.

As of September 30, 2017,March 31, 2021, Atlanticus Holdings Corporation had outstanding: $225.1$830.6 million of secured indebtedness, which would rank senior in right of payment to the convertible senior notes; $116.0$63.5 million of senior unsecured indebtedness in addition to the convertible senior notes that would rank equal in right of payment to the convertible senior notes; and no subordinated indebtedness. Included in senior secured indebtedness are certain guarantees we have executed in favor of our subsidiaries. For more information on our outstanding indebtedness, See Note 7,9, “Notes Payable,” to our consolidated financial statements included herein.

Our convertible senior notesare junior to the indebtedness of our subsidiaries. Our convertible senior notes are structurally subordinated to the existing and future claims of our subsidiaries’ creditors. Holders of the convertible senior notes are not creditors of our subsidiaries. Any claims of holders of the convertible senior notes to the assets of our subsidiaries


derive from our own equity interests in those subsidiaries. Claims of our subsidiaries’ creditors will generally have priority as to the assets of our subsidiaries over our own equity interest claims and will therefore have priority over the holders of the convertible senior notes. Consequently, the convertible senior notes are effectively subordinate to all liabilities, whether or not secured, of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish. Our subsidiaries’ creditors also may include general creditors and taxing authorities. As of September 30, 2017,March 31, 2021, our subsidiaries had total liabilities of approximately $310.8$874.1 million (including the $225.1$830.6 million of senior secured indebtedness mentioned above), excluding intercompany indebtedness. In addition, in the future, we may decide to increase the portion of our activities that we conduct through subsidiaries.

Note Regarding Risk Factors

The risk factors presented above are all of the ones that we currently consider material. However, they are not the only ones facing our company. Additional risks not presently known to us, or which we currently consider immaterial, also may adversely affect us. There may be risks that a particular investor views differently from us, and our analysis might be wrong. If any of the risks that we face actually occurs, our business, financial condition and operating results could be materially adversely affected and could differ materially from any possible results suggested by any forward-looking statements that we have made or might make. In such case, the trading price of our common stock or other securities could decline, and you could lose part or all of your investment. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

35


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


ISSUER PURCHASES OF EQUITY SECURITIES


The following table sets forth information with respect to our repurchases of common stock during the three months ended September 30, 2017.

 Total Number of
Shares Purchased
 Average Price
Paid per Share
 Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
 Maximum Number
of Shares that May
Yet Be Purchased
under the Plans or
Programs (1)(2)
July 1 - July 31
 $
 
 4,912,401
August 1 - August 3184,225
 $2.49
 17,525
 4,894,876
September 1 - September 3023,691
 $2.48
 23,691
 4,871,185
Total107,916
 $2.49
 41,216
 4,871,185

March 31, 2021.

  

Total Number of Shares Purchased

  

Average Price Paid per Share

  

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)

  

Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs (2)

 

January 1 - January 31

  2,359  $23.94      4,919,827 

February 1 - February 28

  594  $32.38      4,919,827 

March 1 - March 31

  6,975  $31.79   ��   4,919,827 

Total

  9,928  $29.96      4,919,827 

(1)Because withholding tax-related stock repurchases are permitted outside the scope of our 5,000,000 share Board-authorized repurchase plan, these amounts exclude shares of stock returned to us by employees in satisfaction of withholding tax requirements on vested stock grants. There were 66,7009,928 such shares returned to us during the three months ended September 30, 2017.
March 31, 2021.
(2)

(2)

Pursuant to a share repurchase plan authorized by our Board of Directors on May 12, 2016,7, 2020, we are authorized to repurchase 5,000,000 shares of our common stock through June 30, 2018.2022.


We will continue to evaluate our stock price relative to other investment opportunities and, to the extent we believe that the repurchase of our stock represents an appropriate return of capital, we will repurchase shares of our stock.


Dividends

In the past, we have occasionally returned cash to holders of our common stock through repurchases and have not paid cash dividends to holders of our common stock on a regular basis.  As we continue to pursue our growth strategy, we will assess our cash flow, the long-term capital needs of our business and other uses of cash, such as repurchases of our convertible senior notes.  Payment of any cash dividends in the future will depend upon, among other things, our results of operations, financial condition, cash requirements and contractual restrictions.  Furthermore, dividends on our Series A Convertible Preferred Stock are payable in preference to any common stock dividends.  For additional information, see Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity, Funding and Capital Resources.”

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.

MINE SAFETY DISCLOSURES

None.



ITEM 5.

OTHER INFORMATION

None.


ITEM 6.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


Exhibit

Number

Exhibit Number

Description of Exhibit

Incorporated by Reference from Atlanticus’ SEC Filings Unless Otherwise Indicated

10.1 Filed herewith
10.2Amended and Restated Employment Agreement, dated March 18, 2021, between Atlanticus Holdings Corporation and Jeffrey A. HowardFiled herewith
10.3Outside Director Compensation PackageFiled herewith
10.4Amended and Restated Consultant Agreement, dated May 1, 2020, between Atlanticus Services Corporation and Denise M. Harrod  Filed herewith
31.1  Filed herewith
31.2  Filed herewith

32.1

Filed herewith

101.INS

XBRL Instance Document

Filed herewith

101.SCH

XBRL Taxonomy Extension Schema Document

Filed herewith

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

101.PRE

XBRL Taxonomy Presentation Linkbase Document

Filed herewith

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

36





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 thereunto duly authorized.


 

Atlanticus Holdings Corporation

   
 

ATLANTICUS HOLDINGS CORPORATION

May 14, 2021

By:

/s/ William R. McCamey

 

November 14, 2017By/s/ WILLIAM R. McCAMEY

William R. McCamey

Chief Financial Officer

(duly authorized officer and principal financial officer)

37





53