SecProbe.io

January 23, 2025
William McCamey
Chief Financial Officer
Atlanticus Holdings Corporation
Five Concourse Parkway, Suite 300
Atlanta, GA 30328
Re:Atlanticus Holdings Corporation
Form 10-K for Fiscal Year Ended December 31, 2023
Response Dated November 22, 2024
File No. 001-40485
Dear William McCamey:
            We have reviewed your November 22, 2024 response to our comment letter and have
the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our October
28, 2024 letter.
Form 10-K for Fiscal Year Ended December 31, 2023
Business, page 1
We note your response to prior comment 2 and your disclosure in the Private Label
Credit section on page 29 in your September 30, 2024 Form 10-Q. Please address the
following:
•Tell us whether your fair value measurement of private label credit products uses
the promotional and other below market terms offered to consumers by
merchants.
•Tell us whether your fair value measurement of private label credit products
considers merchant fees that offset the below market terms and which is
recognized in revenue at the purchase date. If so, please tell us why since it
appears that a market participant would not receive these fees.
 1.

January 23, 2025
Page 2

2.We note your response to prior comment 2 and your disclosure in the Private Label
Credit and General Purpose Credit Cards sections on page 29 in your September 30,
2024 Form 10-Q which indicate that no gain or loss is recognized when you purchase
a private label credit product. Please provide us an illustrative example with
supporting commentary of the accounting entries related to the purchase of a typical
private label receivable to allow us to better understand the fair value measurements,
the items recognized on your balance sheet and the resulting impact on your income
statement. Noting your statement that no gain or loss is recognized, please clarify
whether the immediate gain recognized from merchant fees is offset by a loss from the
fair value measurement of a receivable with below market terms. If the fair value
measurement is negative at recognition, please revise your disclosure to more clearly
explain this.

3.We note your response to prior comment 2. Noting that you purchase the receivable
from your bank partner and you analogize to ASC 310-20 and believe that merchant
fees are loan origination fees, please tell us how you considered the guidance in ASC
310-20-25-22 and -23 which states that designation of a fee as an origination fee for a
loan that is purchased is inappropriate because a purchased loan has already been
originated by another party.

Management's Discussion and Analysis of Financial Condition and Results of Operations
Changes in fair value of loans, page 25
4.We note your response to prior comment 9 and revised disclosure in the “Changes in
fair value of loans” section on page 29 of the September 30, 2024 Form 10-Q.
Considering that “Changes in fair value of loans” typically includes two material
items as disclosed in the fair value rollforward on page 14, please revise this
disclosure in future filings to separately quantify and discuss each material
component such as “Changes in fair value of loans at fair value, included in earnings”
and “Change in fair value due to principal, finance, and fee charge-offs.”

Critical Accounting Estimates - Measurements for Loans at Fair Value, page 37
We note your response to prior comment 11. Your responses indicate that you include
expected subsequent purchases in your fair value measurements for receivables.
Please tell us the amount of fair value related to expected subsequent purchases
included in “Loans at fair value” as of December 31, 2023 and September 30, 2024.
Additionally, please tell us how you considered whether your contractual
obligation/right to purchase future receivables generated from the underlying account
meets the definition of a financial asset in the ASC 310.
 5.

January 23, 2025
Page 3

Note 6. Fair Values of Assets and Liabilities, page F-16
6.We note your response to prior comment 15. To comply with the disclosure
requirement in ASC 825-10-50-30.c, please tell us how you considered the guidance
in ASC 825-10-45-5 that indicates that an entity may consider the portion of the total
change in fair value that excludes the amount resulting from a change in a base market
risk, such as a risk-free rate or a benchmark interest rate, to be the result of a change
in instrument-specific credit risk.

            Please contact William Schroeder at 202-551-3294 or Michael Volley at 202-551-
3437 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Finance