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			Troutman Pepper Hamilton Sanders LLP

			600 Peachtree Street NE, Suite 3000

			Atlanta, GA  30308-2216

			troutman.com

			Paul Davis Fancher

			paul.fancher@troutman.com

November 22, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: William Schroeder and Michael Volley

			Re:

			Atlanticus Holdings Corporation

			Form 10-K for Fiscal Year Ended December 31, 2023

			File No. 001-40485

Dear Mr. Schroeder and Mr. Volley:

This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) set forth in your letter dated October 28, 2024 (the “Comment Letter”) to William R. McCamey, Chief Financial Officer of Atlanticus Holdings Corporation (the “Company”), with respect to the Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”).

We are authorized by the Company to provide the responses contained in this letter on its behalf. The terms “we,” “us,” and “our” in the responses refer to the Company. For your convenience, we set forth each comment from the Comment Letter in bold typeface and include the Company’s response below it. The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter.

Form 10-K for the Fiscal Year ended December 31, 2023

Business, page 1

			1.

			Please refer to prior comment 1. Please revise your proposed disclosure in future filings to provide the information in a tabular format.

Company Response:

In future filings, we will provide the following disclosure, including the amounts of private label receivables purchased from our five largest retail partners in tabular format. The numbers included in our response to comment 1 in the letter dated October 4, 2024 were based on ending balances of receivables, instead of receivables purchased during the periods. The numbers in the table below are receivables purchased during the periods indicated.

			United States Securities and Exchange Commission

			November 22, 2024

			Page 2

Our top five retail partnerships accounted for over 75% of our private label receivables outstanding as of September 30, 2024. The volume of receivables purchased each period varies based on a number of factors, including seasonal consumer purchase patterns, growth (or contraction) within retail locations and consumer application volumes that retail partners may direct to our bank partners versus competitors that offer similar financing products. During the three and nine months ended September 30, 2024 and 2023, we had receivable purchases from our top five retail partners of the following (in millions):

			Purchases for the

			Three Months Ended

			September 30,

			Purchases for the

			Nine Months Ended

			September 30,

			Largest Retail Partners

			2024

			2023

			2024

			2023

			1

			$
			279.0

			$
			93.2

			$
			493.6

			$
			236.6

			2

			$
			43.2

			$
			41.6

			$
			128.1

			$
			119.6

			3

			$
			20.7

			$
			28.8

			$
			64.2

			$
			93.0

			4

			$
			14.9

			$
			13.1

			$
			59.7

			$
			42.1

			5

			$
			11.5

			$
			11.6

			$
			31.2

			$
			37.0

			2.

			Please refer to prior comments 3 and 4. Based on the information in your response it appears that your bank partners acquire private label receivables net of merchant fees which result in your bank partners acquiring the receivables at a discount. It appears that you acquire the receivables from your bank partners at the net amount the bank partner paid which you indicate represents market terms and therefore no gain or loss is recognized at initial measurement. Please address the following:

			●

			Please tell us and revise future filings to clarify, if true, that you typically acquire private label receivables from your bank partners at a discount to the principal amount of the receivable which results in the receivable being acquired from your bank partners at market terms with no gain or loss recognized at acquisition.

			●

			We note your disclosure on page F-9 that “direct loan origination fees (such as annual and merchant fees) are taken into income when billed to the consumer or upon loan acquisition.” Please tell us and revise future filings, as needed, to ensure your disclosure clearly reflects the contractual terms of your purchase from your bank partners and your accounting under the fair value option. It appears that merchant and other fees are paid to your bank partners, and not to you, due to off-market terms on the underlying receivables and that you simply purchase the receivables from your bank partners at a discount to reflect an effective interest rate representing a market rate. Additionally, it is unclear why you disclose merchant fees are “taken into income” when billed since they do not appear to result in any income at acquisition. Further, it appears that you do not bill merchant fees since they appear to be between the merchant and your bank partner.

			United States Securities and Exchange Commission

			November 22, 2024

			Page 3

Company Response:

As part of our ongoing technology and support services, we negotiate merchant fees directly with retail partners to supplement proposed yields on the receivables from the product offerings of our bank partners. Without these merchant fees, the receivables would not provide, in many cases, sufficient returns on our invested capital. These merchant fees vary by retail partner and are negotiated based upon a number of factors, including the incentive pricing offered to consumers by retail partners, such as deferred payment programs, low or no APR offers, etc. For administrative ease, we receive the benefit of this merchant fee by purchasing this receivable from the bank for the principal amount of the receivable reduced by the merchant fee (via a net remittance). This process obviates the need for a separate settlement with our retail partners. As this merchant fee is contractually between us and the retail partner and is directly associated with the acquisition of the underlying receivable from our bank partner, we analogize this fee as a loan origination fee under ASC 310 as these fees supplement proposed yields on the product offerings of our bank partners. Because we have elected to fair value loans receivable, ASC 310 directs us to follow the guidance of ASC 825-10-25-3, which provides that the fee should be recognized upon acquisition of the underlying receivable. We then assess the receivable for fair value, which includes an estimate of future finance and fee billings, purchases, chargeoffs and the timing of payments.

In future filings, we will revise our disclosure to include the following:

Within Note 1 “Description of our business”:

We are principally engaged as a program manager, providing a technology platform and corresponding services to lenders in the U.S. to allow those lenders to offer products to consumers. These lenders pay us a fee and, in most circumstances, the lenders are then obligated to sell us the receivables they generate from these products. We acquire these receivables for the principal amount of the loan. For certain of our receivables, we also receive merchant fees from our retail partners that are used to enhance our returns for those receivables.

			●

			Please tell us and revise future filings, as needed, to ensure your revenue recognition disclosure on page F-11 is consistent with the contractual terms of your transactions and your accounting under the fair value option, including whether items result in an immediate net gain or loss. For example, clearly distinguish and discuss the timing and impact of fees and costs that (1) do not result in an immediate net gain or loss since they are considered in the fair value of the receivable at acquisition (e.g., merchant fees) and (2) those fees (e.g., annual fees, late fees, etc.) and costs (e.g., fees paid to your merchant banks for regulatory oversight) that do result in an immediate net gain or loss. Additionally, if true, consider revising your disclosure to simply clarify here or in other disclosure that you recognize the effective interest rate on your receivables over time based on the discount paid to your bank partners which results in an increase to the fair value of receivables and that payments made by consumers results in a reduction to the fair value of receivables.

			United States Securities and Exchange Commission

			November 22, 2024

			Page 4

Company Response:

Consumer loans, including past due fees, on our consolidated statements of income reflect interest income, including finance charges and late fees, in accordance with the terms of the related consumer loan agreements. These fees are recognized when assessed. Discounts received associated with 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. Merchant fees paid or received associated with the acquisition of Fair Value Receivables are recognized upon receivable acquisition.

Fees (such as annual fees, cash advance fees and other fees) are assessed on private label and general purpose credit card accounts corresponding to our credit card receivables according to the terms of the related agreements, and we recognize these fees as income when they are billed to the customers’ accounts in accordance with fair value guidance under ASC 825-10-25-3, which provides that upfront costs and fees should be recognized as incurred and not deferred.

In future filings, we will revise our disclosure to include the following:

Within Note 2 “Significant Accounting Policies and Consolidated Financial Statement Components”:

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. These fees are recognized when assessed based upon the contractual terms of the loans. Discounts received associated with 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. Merchant fees paid or received associated with the acquisition of 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.

			United States Securities and Exchange Commission

			November 22, 2024

			Page 5

Fees and Related Income on Earning Assets

Fees and related income on earning assets primarily include fees associated with credit products such as annual fees, cash advance fees, and other fees. These fees are assessed based upon the contractual terms of the loans.

We recognize these fees as income when they are billed 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.

			3.

			Please refer to prior comment 3. We note your disclosure that appears to indicate that you compensate your bank partners with a fixed monthly fee and also a variable fee based on of the performance of the acquired receivables. Please tell us and revise future filings to clarify how you account for these fees including where you present the costs in your statements of income.

Company Response:

Atlanticus pays the bank partners for their servicing of the corresponding accounts as they remain owners of those accounts. This payment includes both a fixed and variable component where the variable component is based upon the performance of the underlying loans. These fees are paid on a monthly basis and are expensed as incurred within Card and loan servicing on the Consolidated Statements of Income.

In future filings, we will revise our disclosure to include the following in Note 1 “Description of our Business”:

We compensate our bank partners monthly for the services they provide associated with our acquired receivables, the underlying accounts of which they continue to own. This compensation is based on both a fixed and variable component dependent on the underlying performance of the acquired receivables. We recognize these costs as incurred within Card and loan servicing on the accompanying Consolidated Statements of Income. In these Notes to Consolidated Financial Statements, "receivables" or "loans" typically refer to receivables we have purchased from our bank partners or from third parties.

			United States Securities and Exchange Commission

			November 22, 2024

			Page 6

			4.

			Please refer to prior comment 3. Noting your proposed disclosure in response to prior comment 9 and information in Exhibit 10.13 included in your December 31, 2023 Form 10-K that appears to indicate that you service the loans made by your bank partners, please tell us in detail and revise future filings as needed, to clarify your disclosure that your bank partners continue to own and service the underlying accounts. For example, clarify the difference between your servicing a receivable and the bank partner servicing the underlying account.

Company Response:

We service the accounts corresponding to the receivables we purchase by providing ongoing customer service activities in the form of processing payments, providing regular notices of statement activity, and resolving customer complaints, billing disputes, and fraud claims.

Our bank partners continue to own the underlying consumer accounts that they originate and provide regulatory oversight of our servicing of the accounts by reviewing and approving the development of consumer finance programs and all related marketing materials, establishing the policies and procedures that govern the operation of the consumer finance programs, reviewing and approving customer complaint correspondence, performing ongoing compliance monitoring and testing and audits of the consumer finance programs, and providing settlement services between us and our retail partners.

In future filings, we will revise our disclosure to include the following:

We service the underlying receivables by providing and/or managing the ongoing customer service activities in the form of processing payments, providing regular notices of statement activity, and resolving customer complaints, billing disputes, and fraud claims. Our bank partners continue to own the underlying consumer accounts that they originate and provide regulatory oversight in the form of reviewing and approving the development of consumer finance programs and all related marketing materials, establishing the policies and procedures that govern the operation of the consumer finance programs, reviewing and approving customer complaint correspondence, performing ongoing compliance monitoring and testing and audits of the consumer finance programs, and providing settlement services between us and our retail partners.

			United States Securities and Exchange Commission

			November 22, 2024

			Page 7

			5.

			We note your proposed disclosure in response to prior comment 4. Please tell us and revise your proposed disclosure to clarify the details of “up-front or third-party fees” associated with general purpose credit cards. For example, clarify which party is paying the fees, what they relate to and why they reduce the price you pay to your bank partner.

Company Response:

In future filings, the