Atlanticus Holdings Corp
For the period ended Dec 31, 2023. Filed Mar 4, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 4, 2024
ATLC$79.69-1.8%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
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The following documents are filed as part of this Report:
1. Financial Statements
INDEX TO FINANCIAL STATEMENTS
| Page | |
| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (BDO USA, P.C.; Atlanta, GA; PCAOB ID#243) | F-1 |
|---|---|
| Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements (BDO USA, P.C.; Atlanta, GA; PCAOB ID#243) | F-2 |
| Consolidated Balance Sheets | F-4 |
| Consolidated Statements of Income | F-5 |
| Consolidated Statements of Shareholders’ Equity and Temporary Equity | F-6 |
| Consolidated Statements of Cash Flows | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
2. Financial Statement Schedules
None.
3. Exhibits
| Exhibit Number | Description of Exhibit | Incorporated by Reference from Atlanticus’ SEC Filings Unless Otherwise Indicated(1) |
| 3.1 | Amended and Restated Articles of Incorporation | November 8, 2022, Form 10-Q, exhibit 3.1 |
| 3.1(a) | Articles of Amendment Establishing Cumulative Convertible Preferred Stock, Series A (included as Exhibit B to Exhibit 3.1 hereto) | November 8, 2022, Form 10-Q, exhibit 3.1 |
| 3.1(b) | Amended and Restated Articles of Amendment Establishing the 7.625% Series B Cumulative Perpetual Preferred Stock (included as Exhibit C to Exhibit 3.1 hereto) | November 8, 2022, Form 10-Q, exhibit 3.1 |
| 3.2 | Amended and Restated Bylaws (as amended through May 12, 2017) | May 16, 2017, Form 8-K, exhibit 3.2 |
| 4.1 | Description of Atlanticus Holdings Corporation's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Filed herewith |
| 4.3 | Indenture, dated as of November 22, 2021, by and between Atlanticus Holdings Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee | November 22, 2021, Form 8-K, exhibit 4.1 |
| 4.3(a) | First Supplemental Indenture, dated as of November 22, 2021, by and between Atlanticus Holdings Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee | November 22, 2021, Form 8-K, exhibit 4.2 |
| 4.3(b) | Form of 6.125% Senior Notes due 2026 (included in Exhibit 4.3(a) | November 22, 2021, Form 8-K, exhibit 4.3 |
| 4.3(c) | Second Supplemental Indenture, dated as of January 30, 2024, by and between Atlanticus Holdings Corporation and U.S. Bank Trust Company, National Association, as trustee | February 2, 2024, Form 8-K, exhibit 4.1 |
| 4.3(d) | Form of Additional 6.125% Senior Notes due 2026 (included in Exhibit 4.3(c)) | February 2, 2024, Form 8-K, exhibit 4.2 |
| 4.3(e) | Third Supplemental Indenture, dated as of January 30, 2024, by and between Atlanticus Holdings Corporation and U.S. Bank Trust Company, National Association, as trustee | January 30, 2024, Form 8-K, exhibit 4.1 |
| 4.3(f) | Form of 9.25% Senior Notes due 2029 (included in Exhibit 4.3(e)) | January 30, 2024, Form 8-K, exhibit 4.2 |
| 10.1** | Stockholders Agreement dated as of April 28, 1999 | January 18, 2000, Form S-1, exhibit 10.1 |
| 10.2† | Fourth Amended and Restated 2014 Equity Incentive Plan | April 11, 2019, Definitive Proxy Statement on Schedule 14A, Appendix A |
| 10.2(a)† | Form of Restricted Stock Agreement–Directors | August 14, 2019, Form 10-Q, exhibit 10.2 |
| 10.2(b)† | Form of Restricted Stock Agreement–Employees | August 14, 2019, Form 10-Q, exhibit 10.3 |
| 10.2(c)† | Form of Stock Option Agreement–Directors | August 14, 2019, Form 10-Q, exhibit 10.4 |
| 10.2(d)† | Form of Stock Option Agreement–Employees | August 14, 2019, Form 10-Q, exhibit 10.5 |
| 10.2(e)† | Form of Restricted Stock Unit Agreement–Directors | August 14, 2019, Form 10-Q, exhibit 10.6 |
| 10.2(f)† | Form of Restricted Stock Unit Agreement–Employees | August 14, 2019, Form 10-Q, exhibit 10.7 |
| 10.3† | Second Amended and Restated Employee Stock Purchase Plan | April 10, 2018, Definitive Proxy Statement on Schedule 14A, Appendix A |
| 10.4† | Amended and Restated Employment Agreement, dated March 18, 2021, between Atlanticus Holdings Corporation and David G. Hanna | May 14, 2021, Form 10-Q, exhibit 10.1 |
| 10.5† | Amended and Restated Employment Agreement, dated March 18, 2021, between Atlanticus Holdings Corporation and Jeffrey A. Howard | May 14, 2021, Form 10-Q, exhibit 10.2 |
| 10.7† | Amended and Restated Consultant Agreement, dated May 1, 2020, between Atlanticus Services Corporation and Denise M. Harrod | May 14, 2021, Form 10-Q, exhibit 10.4 |
| 10.8† | Outside Director Compensation Package | Filed herewith |
| 10.9 | Assumption Agreement dated June 30, 2009 between Atlanticus Holdings Corporation (formerly CompuCredit Holdings Corporation) and Atlanticus Services Corporation (formerly CompuCredit Corporation) | July 7, 2009, Form 8-K, exhibit 10.1 |
| 10.10 | Master Indenture for Perimeter Master Note Business Trust, dated February 8, 2017, among Perimeter Master Note Business Trust, U.S. Bank National Association and Atlanticus Services Corporation | May 15, 2017, Form 10-Q, exhibit 10.1 |
| Exhibit Number | Description of Exhibit | Incorporated by Reference from Atlanticus’ SEC Filings Unless Otherwise Indicated(1) |
| 10.11* | Purchase Agreement, dated February 8, 2017, among TSO-Fortiva Notes Holdco LP, TSO-Fortiva Certificate Holdco LP, Perimeter Funding Corporation, Atlanticus Services Corporation and Perimeter Master Note Business Trust | March 15, 2022, Form 10-K, exhibit 10.11(k) |
| 10.11(a)* | First Amendment to Purchase Agreement, dated June 11, 2018, among TSO-Fortiva Notes Holdco LP, TSO-Fortiva Certificate Holdco LP, Perimeter Funding Corporation, Access Financing, LLC and Perimeter Master Note Business Trust | March 30, 2020, Form 10-K, exhibit 10.11(k) |
| 10.11(b)* | Second Amendment to Purchase Agreement, dated November 16, 2018, among TSO-Fortiva Notes Holdco LP, TSO-Fortiva Certificate Holdco LP, Perimeter Funding Corporation, Access Financing, LLC and Perimeter Master Note Business Trust | March 30, 2020, Form 10-K, exhibit 10.11(l) |
| 10.11(c) | Third Amendment to Purchase Agreement, dated November 13, 2019, among TSO-Fortiva Notes Holdco LP, TSO-Fortiva Certificate Holdco LP, Perimeter Funding Corporation, Access Financing, LLC and Perimeter Master Note Business Trust | March 30, 2020, Form 10-K, exhibit 10.11(m) |
| 10.11(d)* | Fourth Amendment to Purchase Agreement, dated January 23, 2020, among TSO-Fortiva Notes Holdco LP, TSO-Fortiva Certificate Holdco LP, Perimeter Funding Corporation, Access Financing, LLC and Perimeter Master Note Business Trust | March 30, 2020, Form 10-K, exhibit 10.11(n) |
| 10.11(e)* | Purchase Agreement, dated November 16, 2018, among TSO-Fortiva Notes Holdco LP, Perimeter Funding Corporation, Access Financing, LLC and Perimeter Master Note Business Trust | March 30, 2020, Form 10-K, exhibit 10.11(o) |
| 10.11(f) | First Amendment to Purchase Agreement, dated November 13, 2019, among TSO-Fortiva Notes Holdco LP, Perimeter Funding Corporation, Access Financing, LLC and Perimeter Master Note Business Trust | March 30, 2020, Form 10-K, exhibit 10.11(p) |
| 10.11(g)* | Second Amendment to Purchase Agreement, dated January 23, 2020, among TSO-Fortiva Notes Holdco LP, Perimeter Funding Corporation, Access Financing, LLC and Perimeter Master Note Business Trust | March 30, 2020, Form 10-K, exhibit 10.11(q) |
| 10.11(h) | Trust Agreement, dated February 8, 2017, between Perimeter Funding Corporation and Wilmington Trust, National Association | May 15, 2017, Form 10-Q, exhibit 10.1(c) |
| 10.11(i) | First Amendment to Trust Agreement, dated June 11, 2018, between Perimeter Funding Corporation and Wilmington Trust, National Association | March 30, 2020, Form 10-K, exhibit 10.11(u) |
| 10.12 | Master Indenture for Fortiva Retail Credit Master Note Business Trust, dated November 9, 2018, among Fortiva Retail Credit Master Note Business Trust, U.S. Bank National Association and Access Financing, LLC | March 27, 2019, Form 10-K, exhibit 10.12 |
| 10.12(a)* | Series 2018-One Indenture Supplement for Fortiva Retail Credit Master Note Business Trust, dated November 9, 2018 | Filed herewith |
| 10.12(b) | Amended and Restated Trust Agreement, dated November 9, 2018, between FRC Funding Corporation and Wilmington Trust, National Association | March 27, 2019, Form 10-K, exhibit 10.12(b) |
| Exhibit Number | Description of Exhibit | Incorporated by Reference from Atlanticus’ SEC Filings Unless Otherwise Indicated(1) |
| 10.13 | Amended and Restated Program Management Agreement, dated April 1, 2020, between The Bank of Missouri and Atlanticus Services Corporation | August 14, 2020, Form 10-Q, exhibit 10.1 |
| 10.13(a) | First Amendment to Amended and Restated Program Management Agreement, dated June 30, 2020, between The Bank of Missouri and Atlanticus Services Corporation | August 14, 2020, Form 10-Q, exhibit 10.1(a) |
| 10.13(b)* | Amended and Restated Receivable Sales Agreement, dated April 1, 2020, between The Bank of Missouri and Fortiva Funding, LLC | August 14, 2020, Form 10-Q, exhibit 10.2 |
| 10.13(c) | First Amendment to Amended and Restated Receivable Sales Agreement, dated June 30, 2020, between The Bank of Missouri and Fortiva Funding, LLC | August 14, 2020, Form 10-Q, exhibit 10.2(a) |
| 10.13(d) | Assignment and Assumption Agreement, dated March 24, 2018, among Mid America Bank & Trust Company, Atlanticus Services Corporation and The Bank of Missouri | May 14, 2019, Form 10-Q, exhibit 10.2(b) |
| 10.13(e) | Assignment and Assumption Agreement, dated March 24, 2018, among Mid America Bank & Trust Company, Fortiva Funding, LLC and The Bank of Missouri | May 14, 2019, Form 10-Q, exhibit 10.2(c) |
| 10.14* | Amended and Restated Operating Agreement of Access Financial Holdings, LLC, dated November 14, 2019 | March 30, 2020, Form 10-K, exhibit 10.15 |
| 10.15 | At Market Issuance Sales Agreement, dated August 10, 2022, between Atlanticus Holdings Corporation and B. Riley Securities, Inc. | August 10, 2022, Form 8-K, exhibit 1.1 |
| 10.16 | At-The-Market Sales Agreement, dated December 29, 2023, between Atlanticus Holdings Corporation and BTIG, LLC | January 2, 2024, Form 8-K, exhibit 1.1 |
| 19.1 | Atlanticus Holdings Corporation Policy Statement Regarding Securities Trading | Filed herewith |
| 21.1 | Subsidiaries of the Registrant | Filed herewith |
| 23.1 | Consent of BDO USA, P.C. | Filed herewith |
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) | Filed herewith |
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) | Filed herewith |
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 | Filed herewith |
| 97.1 | Atlanticus Holdings Corporation Clawback Policy | Filed Herewith |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | Filed herewith |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed herewith |
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document | Filed herewith |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| † | Management contract, compensatory plan or arrangement. |
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| * | Certain portions of this document have been omitted because they are both not material and are the type that the Company treats as private or confidential. |
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| ** | Filed under CompuCredit Corporation (now Atlanticus Services Corporation) (File No. 000-25751), our predecessor issuer. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.