SEC Comment Letter for Atlanticus Holdings Corp (ATLC, ATLCL, ATLCP, ATLCZ) (CIK 0001464343) (ATLC) — Feb 23, 2018
Atlanticus Holdings Corp (ATLC, ATLCL, ATLCP, ATLCZ) (CIK 0001464343)
Date: Feb. 23, 2018 · CIK: 0001464343 · Accession: 0000000000-18-006039
AI Filing Summary & Sentiment
File numbers found in text: 000-53717
Letter
Mail Stop 4720 February 23 , 2018 William R. McCamey Chief Financial Officer Atlanticus Holding Corporation Five Concourse Parkway, Suite 300 Atlanta, Georgia 30328
Re: Atlanticus Holding Corporation Form 10 -K for the Fis cal Year Ended December 31, 2016 Response Dated February 1 , 2018 File No. 000-53717
Dear Mr. McCamey :
We have reviewed your February 1 , 2018 response to our comment letter and have the following comments. In some of our comments , we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments. Unless we no te otherwise, our references to prior comments are to co mments in our January 22, 2018 letter .
Form 10 -K for the Fiscal Year Ended December 31, 2016
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation s
Definitions of Financial Operating and Statistical Measures, page 28
1. We note your response to comment 2. We note you provide calculations for the Total Yield Ratio, Combined Gross Charge -off Ratio and the Adjusted Charge -off Ratio for the Credit and O ther Investments segment. Please confirm the ratios for the Auto Finance segment are calculated in the same manner.
William R. McCamey Atlanticus Holding Corporation February 23, 2018 Page 2
2. We note your response to comment 2. Please provide us a quantitative reconciliation of GAAP average receivables to managed receivables fo r the same periods provided in your response. Please clearly describe the nature of each adjustment and the reasons why the adjustment is relevant and useful.
3. We note your calculation of the Total Yield Ratio in response to comment 2. Please tell us how you considered whether your adjustment to include your economic share of (or equity interest in) the receivables you manage for your equity -method investees represents an individually tailored recognition and measurement method that could violate Rule 100(b) of Regulation G. Please refer to Question 100.04 of the Compliance and Disclosure Interpretations for guidance.
4. We note your response to comment 2 and that you include the gain on the repurchase of convertible senior notes in your calculation of t he Total Yield Ratio. Please tell us why you believe this gain is relevant to measuring the underlying performance of your receivables.
5. We note your calculation of the Combined Gross Charge -off Ratio in response to comment 2. Please provide us the calculation with the amount of net charge -offs associated with receivables accounted for at fair value presented separately from the net charge -offs associated with non -consolidated subsidiaries. In addition please tell us how you considered whether your adjustment to include the net charge -offs from non - consolidated subsidiaries represents an individually tailored recognition and measurement method that could violate Rule 100(b) of Regulation G. Please refer to Question 100.04 of the Compliance and Discl osure Interpretations for guidance.
6. We note your calculation of the Adjusted Charge -off Ratio in response to comment 2 and that the starting point is net principal charge -offs which is a subset of combined gross charge -offs. Please clarify for us if ther e are any other significant differences between the gross charge -offs and the net principal charge -offs, other than the amount of finance charges and fees that are charged -off. In addition please clarify for us what the discount accretion represents and wh y it is relevant to reduce the amount of charge -offs in your calculation.
7. Please tell us why you do not believe GAAP charge -off ratio is a comparable measure for your Combined Gross Charge -off Ratio and your Adjusted Charge -off Ratio.
8. Please tell us and revise future filings to describe how interest is measured and where it is reported in the income statement for items for which the fair value option has been elected. Refer to ASC 825 -10-50-30 for guidance.
William R. McCamey Atlanticus Holding Corporation February 23, 2018 Page 3
You may contact William Schroeder, Staff A ccountant, at (202) 551 -3294 or me at (202) 551-3437 with any questions.
Sincerely,
/s/ Michael Volley
Show Raw Text
Mail Stop 4720
February 23 , 2018
William R. McCamey
Chief Financial Officer
Atlanticus Holding Corporation
Five Concourse Parkway, Suite 300
Atlanta, Georgia 30328
Re: Atlanticus Holding Corporation
Form 10 -K for the Fis cal Year Ended December 31, 2016
Response Dated February 1 , 2018
File No. 000-53717
Dear Mr. McCamey :
We have reviewed your February 1 , 2018 response to our comment letter and have the
following comments. In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Unless we no te otherwise, our references to prior comments are to co mments in our January 22,
2018 letter .
Form 10 -K for the Fiscal Year Ended December 31, 2016
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operation s
Definitions of Financial Operating and Statistical Measures, page 28
1. We note your response to comment 2. We note you provide calculations for the Total
Yield Ratio, Combined Gross Charge -off Ratio and the Adjusted Charge -off Ratio for the
Credit and O ther Investments segment. Please confirm the ratios for the Auto Finance
segment are calculated in the same manner.
William R. McCamey
Atlanticus Holding Corporation
February 23, 2018
Page 2
2. We note your response to comment 2. Please provide us a quantitative reconciliation of
GAAP average receivables to managed receivables fo r the same periods provided in your
response. Please clearly describe the nature of each adjustment and the reasons why the
adjustment is relevant and useful.
3. We note your calculation of the Total Yield Ratio in response to comment 2. Please tell
us how you considered whether your adjustment to include your economic share of (or
equity interest in) the receivables you manage for your equity -method investees
represents an individually tailored recognition and measurement method that could
violate Rule 100(b) of Regulation G. Please refer to Question 100.04 of the Compliance
and Disclosure Interpretations for guidance.
4. We note your response to comment 2 and that you include the gain on the repurchase of
convertible senior notes in your calculation of t he Total Yield Ratio. Please tell us why
you believe this gain is relevant to measuring the underlying performance of your
receivables.
5. We note your calculation of the Combined Gross Charge -off Ratio in response to
comment 2. Please provide us the calculation with the amount of net charge -offs
associated with receivables accounted for at fair value presented separately from the net
charge -offs associated with non -consolidated subsidiaries. In addition please tell us how
you considered whether your adjustment to include the net charge -offs from non -
consolidated subsidiaries represents an individually tailored recognition and measurement
method that could violate Rule 100(b) of Regulation G. Please refer to Question 100.04
of the Compliance and Discl osure Interpretations for guidance.
6. We note your calculation of the Adjusted Charge -off Ratio in response to comment 2 and
that the starting point is net principal charge -offs which is a subset of combined gross
charge -offs. Please clarify for us if ther e are any other significant differences between
the gross charge -offs and the net principal charge -offs, other than the amount of finance
charges and fees that are charged -off. In addition please clarify for us what the discount
accretion represents and wh y it is relevant to reduce the amount of charge -offs in your
calculation.
7. Please tell us why you do not believe GAAP charge -off ratio is a comparable measure for
your Combined Gross Charge -off Ratio and your Adjusted Charge -off Ratio.
8. Please tell us and revise future filings to describe how interest is measured and where it is
reported in the income statement for items for which the fair value option has been
elected. Refer to ASC 825 -10-50-30 for guidance.
William R. McCamey
Atlanticus Holding Corporation
February 23, 2018
Page 3
You may contact William Schroeder, Staff A ccountant, at (202) 551 -3294 or me at (202)
551-3437 with any questions.
Sincerely,
/s/ Michael Volley
Michael Volley
Staff Accountant
Office of Financial Services