ATLC-2013.6.30-10Q
Table of Contents

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 10-Q
 
For the quarterly period ended June 30, 2013
 
of
ATLANTICUS HOLDINGS CORPORATION
 
a Georgia Corporation
IRS Employer Identification No. 58-2336689
SEC File Number 0-53717
 
Five Concourse Parkway, Suite 400
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”).
 
Atlanticus is not a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.
 
Atlanticus (1) is required to file reports pursuant to Section 13 or Section 15(d) of the Act, (2) has filed all reports required to be filed by Section 13 or 15(d) 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 is not a shell company.
 
As of July 31, 2013, 13,771,924 shares of common stock, no par value, of Atlanticus were outstanding. (This excludes 1,672,656 loaned shares to be returned as of that date.)


Table of Contents

Table of Contents
 
Page      
PART I. FINANCIAL INFORMATION
 
Item 1.
Financial Statements (Unaudited)                                                                                                                   
 
 
 
Consolidated Balance Sheets                                                                                                                   
 
 
Consolidated Statements of Operations                                                                                                                   
 
 
Consolidated Statements of Comprehensive Loss                                                                                                                   
 
 
Consolidated Statement of Shareholders’ Equity                                                                                                                   
 
 
Consolidated Statements of Cash Flows                                                                                                                   
 
 
Notes to Consolidated Financial Statements                                                                                                                   
 
Item 2.
 
Item 3.
 
Item 4.
Controls and Procedures                                                                                                                   
 
PART II. OTHER INFORMATION
 
 
 
 
 
Item 1.
Legal Proceedings                                                                                                                   
 
Item 1A.
Risk Factors                                                                                                                   
 
Item 2.
 
Item 3.
 
Item 4.
Mine Safety Disclosures                                                                                                                   
 
Item 5.
Other Information                                                                                                                   
 
Item 6.
Exhibits                                                                                                                   
 
 
Signatures                                                                                                                   


Table of Contents

PART I—FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS


Atlanticus Holdings Corporation and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands)

 
June 30,
2013
 
December 31,
2012
 
(unaudited)
 
 
Assets
 
 
 
Unrestricted cash and cash equivalents
$
60,957

 
$
67,915

Restricted cash and cash equivalents
15,017

 
12,921

Loans and fees receivable:
 

 
 

Loans and fees receivable, net (of $9,496 and $8,274 in deferred revenue and $13,606 and $11,151 in allowances for uncollectible loans and fees receivable at June 30, 2013 and December 31, 2012, respectively)
76,418

 
69,625

Loans and fees receivable, at fair value
15,662

 
20,378

Loans and fees receivable pledged as collateral under structured financings, at fair value
107,258

 
133,595

Property at cost, net of depreciation
7,725

 
7,192

Investments in equity-method investees
38,636

 
37,756

Deposits
16,197

 
16,397

Prepaid expenses and other assets
13,560

 
14,647

Total assets
$
351,430

 
$
380,426

Liabilities
 

 
 

Accounts payable and accrued expenses
$
34,726

 
$
38,596

Notes payable, at face value
42,017

 
26,747

Notes payable associated with structured financings, at fair value
113,613

 
140,127

Convertible senior notes
95,628

 
95,335

Income tax liability
61,036

 
60,434

Total liabilities
347,020

 
361,239

Commitments and contingencies (Note 10)


 


Equity
 

 
 

Common stock, no par value, 150,000,000 shares authorized: 15,444,580 shares issued and outstanding (including 1,672,656 loaned shares to be returned) at June 30, 2013; and 15,509,179 shares issued and outstanding  (including 1,672,656 loaned shares to be returned) at December 31, 2012

 

Additional paid-in capital
210,468

 
211,122

Accumulated other comprehensive loss
(2,526
)
 
(1,154
)
Retained deficit
(203,530
)
 
(190,673
)
Total shareholders’ equity
4,412

 
19,295

Noncontrolling interests
(2
)
 
(108
)
Total equity
4,410

 
19,187

Total liabilities and equity
$
351,430

 
$
380,426


 
See accompanying notes.

1

Table of Contents

Atlanticus Holdings Corporation and Subsidiaries
Consolidated Statements of Operations (Unaudited)
(Dollars in thousands, except per share data)
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Interest income:
 
 
 
 
 
 
 
Consumer loans, including past due fees
$
16,681

 
$
22,853

 
$
36,505

 
$
47,983

Other
84

 
206

 
195

 
408

Total interest income
16,765

 
23,059

 
36,700

 
48,391

Interest expense
(5,866
)
 
(7,325
)
 
(11,638
)
 
(18,176
)
Net interest income before fees and related income on earning assets and provision for losses on loans and fees receivable
10,899

 
15,734

 
25,062

 
30,215

Fees and related income on earning assets
10,219

 
14,431

 
17,025

 
64,298

Losses upon charge off of loans and fees receivable recorded at fair value, net of recoveries
(4,351
)
 
(17,275
)
 
(10,149
)
 
(72,903
)
Provision for losses on loans and fees receivable recorded at net realizable value
(6,670
)
 
(5,952
)
 
(9,952
)
 
(8,455
)
Net interest income, fees and related income on earning assets
10,097

 
6,938

 
21,986

 
13,155

Other operating income:
 

 
 

 
 
 
 
Servicing income
2,604

 
968

 
5,205

 
2,232

Other income
316

 
639

 
2,452

 
1,451

Equity in income of equity-method investees
957

 
3,539

 
5,264

 
9,556

Total other operating income
3,877

 
5,146

 
12,921

 
13,239

Other operating expense:
 

 
 

 
 
 
 
Salaries and benefits
4,371

 
4,800

 
8,780

 
10,467

Card and loan servicing
10,849

 
10,726

 
21,528

 
21,190

Marketing and solicitation
2,586

 
630

 
4,521

 
1,446

Depreciation
418

 
348

 
791

 
776

Other
5,078

 
6,223

 
11,156

 
13,198

Total other operating expense
23,302

 
22,727

 
46,776

 
47,077

Loss on continuing operations before income taxes
(9,328
)
 
(10,643
)
 
(11,869
)
 
(20,683
)
Income tax (expense) benefit
(462
)
 
1,257

 
(908
)
 
2,973

Loss on continuing operations
(9,790
)
 
(9,386
)
 
(12,777
)
 
(17,710
)
Discontinued operations:
 

 
 

 
 
 
 
Income from discontinued operations before income taxes

 
5,276

 

 
11,150

Income tax expense

 
(1,846
)
 

 
(3,902
)
Income from discontinued operations

 
3,430

 

 
7,248

Net loss
(9,790
)
 
(5,956
)
 
(12,777
)
 
(10,462
)
Net (income) loss attributable to noncontrolling interests in continuing operations
(59
)
 
211

 
(80
)
 
285

Net loss attributable to controlling interests
$
(9,849
)
 
$
(5,745
)
 
$
(12,857
)
 
$
(10,177
)
Loss on continuing operations attributable to controlling interests per common share—basic
$
(0.71
)
 
$
(0.42
)
 
$
(0.93
)
 
$
(0.79
)
Loss on continuing operations attributable to controlling interests per common share—diluted
$
(0.71
)
 
$
(0.42
)
 
$
(0.93
)
 
$
(0.79
)
Income from discontinued operations attributable to controlling interests per common share—basic
$

 
$
0.16

 
$

 
$
0.33

Income from discontinued operations attributable to controlling interests per common share—diluted
$

 
$
0.16

 
$

 
$
0.33

Net loss attributable to controlling interests per common share—basic
$
(0.71
)
 
$
(0.26
)
 
$
(0.93
)
 
$
(0.46
)
Net loss attributable to controlling interests per common share—diluted
$
(0.71
)
 
$
(0.26
)
 
$
(0.93
)
 
$
(0.46
)

 
See accompanying notes.

2

Table of Contents

Atlanticus Holdings Corporation and Subsidiaries
Consolidated Statements of Comprehensive Loss (Unaudited)
(Dollars in thousands)

 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Net loss
$
(9,790
)
 
$
(5,956
)
 
$
(12,777
)
 
$
(10,462
)
Other comprehensive (loss) income:
 

 
 

 
 
 
 
Foreign currency translation adjustment
(117
)
 
(665
)
 
(1,511
)
 
345

Income tax benefit related to other comprehensive income
31

 
85

 
139

 
17

Comprehensive loss
(9,876
)
 
(6,536
)
 
(14,149
)
 
(10,100
)
Comprehensive (income) loss attributable to noncontrolling interests in continuing operations
(59
)
 
211

 
(80
)
 
285

Comprehensive loss attributable to controlling interests
$
(9,935
)
 
$
(6,325
)
 
$
(14,229
)
 
$
(9,815
)

 

 

 

 

 

 

 

 

 

 

 

 

 
See accompanying notes.

3

Table of Contents

Atlanticus Holdings Corporation and Subsidiaries
Consolidated Statements of Equity
For the Six Months Ended June 30, 2013 and 2012 (Unaudited)
(Dollars in thousands)
 
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares Issued
 
Amount
 
Additional Paid-In Capital
 
Treasury Stock
 
Accumulated Other Comprehensive Loss
 
Retained Deficit
 
Noncontrolling Interests
 
Total Equity
Balance at December 31, 2012
15,509,179

 
$

 
$
211,122

 
$

 
$
(1,154
)
 
$
(190,673
)
 
$
(108
)
 
$
19,187

Compensatory stock issuances
172,964

 

 

 

 

 

 

 

Contributions by owners of noncontrolling interests

 

 

 

 

 

 
26

 
26

Amortization of deferred stock-based compensation costs

 

 
212

 

 

 

 

 
212

Redemption and retirement of shares
(237,563
)
 

 
(866
)
 

 

 

 

 
(866
)
Net loss

 

 

 

 

 
(12,857
)
 
80

 
(12,777
)
Foreign currency translation adjustment, net of tax

 

 

 

 
(1,372
)
 

 

 
(1,372
)
Balance at June 30, 2013
15,444,580

 
$

 
$
210,468

 
$

 
$
(2,526
)
 
$
(203,530
)
 
$
(2
)
 
$
4,410



See accompanying notes.

4

Table of Contents

Atlanticus Holdings Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
 
For the Six Months Ended June 30,
 
2013
 
2012
Operating activities
 
 
 
Net loss
$
(12,777
)
 
$
(10,462
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 

 
 

Depreciation, amortization and accretion, net
656

 
730

Losses upon charge off of loans and fees receivable recorded at fair value
15,991

 
72,903

Provision for losses on loans and fees receivable
9,952

 
10,064

Interest expense from accretion of discount on convertible senior notes
293

 
2,149

Income from accretion of discount associated with receivables purchases
(13,919
)
 
(16,750
)
Unrealized gain on loans and fees receivable and underlying notes payable held at fair value
(9,490
)
 
(57,481
)
Income from equity-method investments
(5,264
)
 
(9,556
)
Other non-cash adjustments to income
159

 
287

Changes in assets and liabilities, exclusive of business acquisitions:
 

 
 

(Increase) decrease in uncollected fees on earning assets
(295
)
 
19,199

Increase in income tax liability
740

 
886

Decrease in prepaid expenses
117

 
4

Decrease in accounts payable and accrued expenses
(3,558
)
 
(846
)
Other
3,183

 
2,957

Net cash (used in) provided by operating activities
(14,212
)
 
14,084

Investing activities
 

 
 

(Increase) decrease in restricted cash
(2,127
)
 
5,805

Investment in equity-method investees
(3,750
)
 
(1,354
)
Proceeds from equity-method investees
7,211

 
16,042

Investments in earning assets
(87,090
)
 
(121,340
)
Proceeds from earning assets
121,761

 
167,227

Investments in subsidiaries

 
(3,514
)
Purchases and development of property, net of disposals
(1,362
)
 
(1,139
)
Net cash provided by investing activities
34,643

 
61,727

Financing activities
 

 
 

Noncontrolling interests contributions, net
26

 

Purchase and retirement of outstanding stock
(866
)
 
(196
)
Proceeds from borrowings
21,198

 
15,365

Repayment of borrowings
(46,880
)
 
(184,605
)
Net cash used in financing activities
(26,522
)
 
(169,436
)
Effect of exchange rate changes on cash
(867
)
 
(6
)
Net decrease in unrestricted cash
(6,958
)
 
(93,631
)
Unrestricted cash and cash equivalents at beginning of period
67,915

 
144,913

Unrestricted cash and cash equivalents at end of period
$
60,957

 
$
51,282

Supplemental cash flow information
 

 
 

Cash paid for interest
$
11,287

 
$
16,265

Net cash income tax payments
$
168

 
$
43

Supplemental non-cash information
 

 
 

Issuance of stock options and restricted stock
$
522

 
$
227

Notes payable associated with capital leases
$
148

 
$
268


See accompanying notes.

5

Table of Contents

 Atlanticus Holdings Corporation and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2013 and 2012
 
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 providing financial services. Through our subsidiaries, we offer an array of financial products and services to a market largely represented by credit risks that regulators classify as “sub-prime.” As discussed further below, we reflect our continuing business lines within two reportable segments:  Credit Cards and Other Investments; and Auto Finance. See also Note 4, “Segment Reporting,” for further details.
 
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 United States (“GAAP”), under which we are required 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 of two categories of credit card receivables that we report at fair value and our notes payable associated with structured financings, at fair value; these estimates likewise affect the changes in these amounts reflected within our fees 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 and fees receivable, net, as shown on our consolidated balance sheets, as well as on the provision for losses on loans and fees receivable within our consolidated statements of operations.
 
We have reclassified certain amounts in our prior period consolidated financial statements related to discontinued operations to conform to current period presentation, and we have eliminated all significant intercompany balances and transactions for financial reporting purposes.

Loans and Fees Receivable
 
Our loans and fees receivable include:  (1) loans and fees receivable, net; (2) loans and fees receivable, at fair value; and (3) loans and fees receivable pledged as collateral under structured financings, at fair value.
 

6

Table of Contents

Components of our aggregated categories of loans and fees receivable, net (in millions) are as follows:

 
Balance at December 31, 2012
 
Additions
 
Subtractions
 
Balance at June 30, 2013
Loans and fees receivable, gross
$
89.1

 
$
109.2

 
$
(98.8
)
 
$
99.5

Deferred revenue
(8.3
)
 
(15.1
)
 
13.9

 
(9.5
)
Allowance for uncollectible loans and fees receivable
(11.2
)
 
(10.0
)
 
7.6

 
(13.6
)
Loans and fees receivable, net
$
69.6

 
$
84.1

 
$
(77.3
)
 
$
76.4

 
Balance at December 31, 2011
 
Additions
 
Subtractions
 
Balance at June 30, 2012
Loans and fees receivable, gross
$
119.3

 
$
95.7

 
$
(102.5
)
 
$
112.5

Deferred revenue
(8.0
)
 
(13.3
)
 
12.8

 
(8.5
)
Allowance for uncollectible loans and fees receivable
(14.7
)
 
(10.3
)
 
8.0

 
(17.0
)
Loans and fees receivable, net
$
96.6

 
$
72.1

 
$
(81.7
)
 
$
87.0

 
As of June 30, 2013 and June 30, 2012, the weighted average remaining accretion periods for the $9.5 million and $8.5 million, respectively, of deferred revenue reflected in the above tables were 14 and 13 months, respectively.

A roll-forward (in millions) of our allowance for uncollectible loans and fees receivable by class of receivable is as follows: 
For the Three Months Ended June 30, 2013
Credit Cards
 
Auto Finance
 
Other Unsecured Lending Products
 
Total
Allowance for uncollectible loans and fees receivable:
 
 
 
 
 
 
 
Balance at beginning of period
$
(4.0
)
 
$
(2.6
)
 
$
(3.5
)
 
$
(10.1
)
Provision for loan losses
(3.7
)
 
0.5

 
(3.5
)
 
(6.7
)
Charge offs
1.5

 
1.2

 
1.0

 
3.7

Recoveries
(0.1
)
 
(0.3
)
 
(0.1
)
 
(0.5
)
Balance at end of period
$
(6.3
)
 
$
(1.2
)
 
$
(6.1
)
 
$
(13.6
)
Balance at end of period individually evaluated for impairment
$

 
$

 
$

 
$

Balance at end of period collectively evaluated for impairment
$
(6.3
)
 
$
(1.2
)
 
$
(6.1
)
 
$
(13.6
)
 
 

7

Table of Contents

For the Six Months Ended June 30, 2013
Credit Cards
 
Auto Finance
 
Other Unsecured Lending Products
 
Total
Allowance for uncollectible loans and fees receivable:
 
 
 
 
 
 
 
Balance at beginning of period
$
(4.6
)
 
$
(3.1
)
 
$
(3.5
)
 
$
(11.2
)
Provision for loan losses
(5.9
)
 
0.7

 
(4.8
)
 
(10.0
)
Charge offs
4.3

 
2.3

 
2.3

 
8.9

Recoveries
(0.1
)
 
(1.1
)
 
(0.1
)
 
(1.3
)
Balance at end of period
$
(6.3
)
 
$
(1.2
)
 
$
(6.1
)
 
$
(13.6
)
Balance at end of period individually evaluated for impairment
$

 
$

 
$

 
$

Balance at end of period collectively evaluated for impairment
$
(6.3
)
 
$
(1.2
)
 
$
(6.1
)
 
$
(13.6
)
Loans and fees receivable:
 

 
 

 
 

 
 

Loans and fees receivable, gross
$
13.2

 
$
60.7

 
$
25.6

 
$
99.5

Loans and fees receivable individually evaluated for impairment
$

 
$

 
$

 
$

Loans and fees receivable collectively evaluated for impairment
$
13.2

 
$
60.7

 
$
25.6

 
$
99.5


For the Three Months Ended June 30, 2012
Credit Cards
 
Auto Finance
 
Other Unsecured Lending Products
 
Total
Allowance for uncollectible loans and fees receivable:
 
 
 
 
 
 
 
Balance at beginning of period
$
(4.5
)
 
$
(6.1
)
 
$
(1.9
)
 
$
(12.5
)
Provision for loan losses (includes $1.4 million of provision netted within income from discontinued operations)
(7.1
)
 
0.7

 
(1.0
)
 
(7.4
)
Charge offs
1.4

 
1.8

 
0.9

 
4.1

Recoveries
(0.3
)
 
(0.9
)
 

 
(1.2
)
Balance at end of period
$
(10.5
)
 
$
(4.5
)
 
$
(2.0
)
 
$
(17.0
)
Balance at end of period individually evaluated for impairment
$

 
$

 
$

 
$

Balance at end of period collectively evaluated for impairment
$
(10.5
)
 
$
(4.5
)
 
$
(2.0
)
 
$
(17.0
)




8

Table of Contents

For the Six Months Ended June 30, 2012
Credit Cards
 
Auto Finance
 
Other Unsecured Lending Products
 
Total
Allowance for uncollectible loans and fees receivable:
 
 
 
 
 
 
 
Balance at beginning of period
$
(4.0
)
 
$
(8.4
)
 
$
(2.3
)
 
$
(14.7
)
Provision for loan losses (includes $1.8 million of provision netted within income from discontinued operations)
(8.9
)
 
1.3

 
(2.7
)
 
(10.3
)
Charge offs
3.0

 
4.7

 
3.0

 
10.7

Recoveries
(0.6
)
 
(2.1
)
 

 
(2.7
)
Balance at end of period
$
(10.5
)
 
$
(4.5
)
 
$
(2.0
)
 
$
(17.0
)
Balance at end of period individually evaluated for impairment
$

 
$

 
$

 
$

Balance at end of period collectively evaluated for impairment
$
(10.5
)
 
$
(4.5
)
 
$
(2.0
)
 
$
(17.0
)
Loans and fees receivable:
 

 
 

 
 

 
 

Loans and fees receivable, gross
$
27.9

 
$
73.4

 
$
11.2

 
$
112.5

Loans and fees receivable individually evaluated for impairment
$

 
$
0.1

 
$

 
$
0.1

Loans and fees receivable collectively evaluated for impairment
$
27.9

 
$
73.3

 
$
11.2

 
$
112.4



The components (in millions) of loans and fees receivable, net as of the date of each of our consolidated balance sheets are as follows: 
 
 
June 30, 2013
 
December 31, 2012
Current loans receivable
$
82.4

 
$
71.4

Current fees receivable
3.0

 
0.8

Delinquent loans and fees receivable
14.1

 
16.9

Loans and fees receivable, gross
$
99.5

 
$
89.1

 
Delinquent loans and fees receivable reflect the principal, fee and interest components of loans we did not collect on or prior to the contractual due date.  Amounts we believe we will not ultimately collect are included as a component in our overall allowance for uncollectible loans and fees receivable and typically are charged off 180 days from the point they become delinquent for our credit card, auto finance and other unsecured lending product receivables, or sooner if facts and circumstances earlier indicate non-collectibility.  Recoveries on accounts previously charged off are credited to the allowance for uncollectible loans and fees receivable and effectively offset our provision for losses on loans and fees receivable recorded at net realizable value on our consolidated statements of operations. (All of the above discussion relates only to our loans and fees receivable for which we use net realizable value (i.e., as opposed to fair value) accounting. For loans and fees receivable recorded at fair value, recoveries offset losses upon charge off of loans and fees receivable recorded at fair value, net of recoveries on our consolidated statement of operations.)
 

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Table of Contents

We consider loan delinquencies a key indicator of credit quality as this measure provides the best ongoing estimate of how a particular class of receivables is performing.  An aging of our delinquent loans and fees receivable, gross (in millions) by class of receivable as of June 30, 2013 and December 31, 2012 is as follows:

Balance at June 30, 2013
Credit Cards
 
Auto Finance
 
Other Unsecured Lending Products
 
Total
30-59 days past due
$
1.2

 
$
5.2

 
$
1.2

 
$
7.6

60-89 days past due
0.9

 
1.5

 
0.8

 
3.2

90 or more days past due
1.5

 
0.6

 
1.2

 
3.3

Delinquent loans and fees receivable, gross
3.6

 
7.3

 
3.2

 
14.1

Current loans and fees receivable, gross
9.6

 
53.4

 
22.4

 
85.4

Total loans and fees receivable, gross
$
13.2

 
$
60.7

 
$
25.6

 
$
99.5

Balance of loans 90 or more days past due and still accruing interest and fees
$

 
$
0.1

 
$

 
$
0.1

Balance at December 31, 2012
Credit Cards
 
Auto Finance
 
Other Unsecured Lending Products
 
Total
30-59 days past due
$
0.7

 
$
5.4

 
$
0.6

 
$
6.7

60-89 days past due
1.0

 
2.0

 
0.5

 
3.5

90 or more days past due
4.2

 
1.6

 
0.9

 
6.7

Delinquent loans and fees receivable, gross
5.9

 
9.0

 
2.0

 
16.9

Current loans and fees receivable, gross
1.3

 
55.2

 
15.7

 
72.2

Total loans and fees receivable, gross
$
7.2

 
$
64.2

 
$
17.7

 
$
89.1

Balance of loans 90 or more days past due and still accruing interest and fees
$

 
$
0.5

 
$

 
$
0.5


Investments in Equity-Method Investees
 
We account for investments using the equity method of accounting if we have the ability to exercise significant influence, but not control, over the investees. Significant influence is generally deemed to exist if we have an ownership interest in the voting stock of an incorporated investee of between 20% and 50%, although other factors, such as representation on an investee’s board of managers, specific voting and veto rights held by each investor and the effects of commercial arrangements, are considered in determining whether equity method accounting is appropriate. We record our interests in the income of our equity-method investees within the equity in income of equity-method investees category on our consolidated statements of operations.

We use the equity method for our investments in a limited liability company formed in 2004 to acquire a portfolio of credit card receivables. In June 2013, we increased, from 50.0% to 66.7%, our overall ownership in this limited liability company. We continue to account for this investment using the equity method of accounting due to specific voting and veto rights held by each investor, which do not allow us to control this investee. We also use the equity method to account for our March 2011 investment to acquire a 50.0% interest in a joint venture with an unrelated third party that purchased the outstanding notes issued out of the structured financing trust underlying our United Kingdom (“U.K.”) portfolio of credit card receivables (the “U.K. Portfolio”).

We evaluate our investments in the equity-method investees for impairment each quarter by comparing the carrying amount of each investment to its fair value. Because no active market exists for the investees’ limited liability company membership interests, we evaluate our investments for impairment based on our evaluation of the fair value of the equity-method investees’ net assets relative to their carrying values. If we ever were to determine that the carrying values of our investments in equity-method investees were greater than their fair values, we would write the investments down to their fair values.
 

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Table of Contents

Income Taxes
 
Computed considering results for only our continuing operations before income taxes, we experienced negative effective income tax benefit rates of 5.0% and 7.7% for the three and six months ended June 30, 2013, versus our effective income tax benefit rates of 11.8% and 14.4% for the three and six months ended June 30, 2012.  Our negative effective income tax benefit rates for the three and six months ended June 30, 2013 result principally from interest accruals on our liabilities for uncertain tax positions.  Variations in our effective tax rates between the periods principally bear the effects of (1) changes in valuation allowances against income statement-oriented federal, foreign and state deferred tax assets and (2) intra-period tax allocations associated with our discontinued operations in 2012 as required under GAAP.
 
We recognize potential accrued interest and penalties related to unrecognized tax benefits in income tax expense.  We recognized $0.5 million and $0.9 million in potential interest and penalties associated with uncertain tax positions during the three and six months ended June 30, 2013, respectively, compared to $0.5 million and $0.9 million during the three and six months ended June 30, 2012, respectively. To the extent such interest and penalties are not assessed as a result of a resolution of the underlying tax positions, amounts accrued are reduced and reflected as a reduction of income tax expense. We recognized no such reductions in each of the three and six months ended June 30, 2013 and 2012.
 
Fees and Related Income on Earning Assets
 
The components (in thousands) of our fees and related income on earning assets are as follows:
 
Three months ended June 30,
 
Six months ended June 30,
 
2013
 
2012
 
2013
 
2012
Fees on credit products
$
5,385

 
$
4,031

 
$
9,301

 
$
6,994

Changes in fair value of loans and fees receivable recorded at fair value
8,342

 
26,942

 
25,065

 
82,871

Changes in fair value of notes payable associated with structured financings recorded at fair value
(970
)
 
(16,073
)
 
(15,575
)
 
(25,390
)
Other
(2,538
)
 
(469
)
 
(1,766
)
 
(177
)
Total fees and related income on earning assets
$
10,219

 
$
14,431

 
$
17,025

 
$
64,298


The above changes in fair value of loans and fees receivable recorded at fair value category excludes the impact of charge offs associated with these receivables which are separately stated on our consolidated statements of operations.  See Note 7, “Fair Values of Assets and Liabilities,” for further discussion of these receivables and their effects on our consolidated statements of operations. Included within our Other category above during the three and six months ended June 30, 2013 is a $2.4 million charge off of a note we had received from buyers of our JRAS buy-here, pay-here dealer operations that we sold in February 2011.

 Recent Accounting Pronouncements
 
In February 2013, the Financial Accounting Standards Board (“FASB”) issued guidance that requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on respective line items in consolidated statements of income if an amount being reclassified is required to be reclassified in its entirety to net income. For amounts not required to be reclassified to net income in their entirety in the same reporting period, an entity is required to cross-reference other disclosures that provide additional detail about those amounts. The new reporting requirements do not change the way in which net income or comprehensive income is derived. The new standard applies to both interim and annual financial statements beginning on or after January 1, 2013. Our adoption of the guidance on January 1, 2013 had no effect on our financial condition, results of operations or liquidity since it impacts disclosures only.
 
In December 2011, the FASB issued guidance requiring entities to disclose information about offsetting and related arrangements to enable users of financial statements to understand the effect of those arrangements on an entity's financial position. The amendments require enhanced disclosures by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with current literature or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with current literature. The guidance is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. Our adoption of the guidance on January 1, 2013 had no effect on our financial condition, results of operations or liquidity since it impacts disclosures only.

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Table of Contents

 
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) 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) 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 June 30, 2013, 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. We note, however, that on August 5, 2013 we received $10.0 million of escrowed proceeds associated with the August 2012 sale of our Investments in Previously Charged-Off Receivables segment.

 
3.
Discontinued Operations

In August 2012 we sold our Investments in Previously Charged-Off Receivables segment along with our balance transfer card operations. Accordingly, their results of operations are shown as discontinued operations within our consolidated statements of operations for all periods presented. Key components of discontinued operations on our consolidated statements of operations are as follows for the three and six months ended June 30, 2012:

 
Three months ended June 30, 2012
 
Six months ended June 30, 2012
Net interest income, fees and related income on earning assets
$
14,186

 
$
29,205

Other operating income
1,028

 
2,160

Other operating expense
9,938

 
20,215

Income before income taxes
5,276

 
11,150

Income tax expense
(1,846
)
 
(3,902
)
Net income
$
3,430

 
$
7,248

Net income attributable to noncontrolling interests
$

 
$


 

4.
Segment Reporting
 
We operate primarily within one industry consisting of two reportable segments by which we manage our business. Our two reportable segments are:  Credit Cards and Other Investments; and Auto Finance.
 
As of both June 30, 2013 and December 31, 2012, we did not have a material amount of long-lived assets located outside of the U.S., and only a negligible portion of our 2013 and 2012 revenues were generated outside of the U.S.


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Table of Contents

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

Three months ended June 30, 2013
 Credit Cards
and Other Investments
 
Auto Finance
 
Total
Interest income:
 
 
 
 
 
Consumer loans, including past due fees
$
10,866

 
$
5,815

 
$
16,681

Other
37

 
47

 
84

Total interest income
10,903

 
5,862

 
16,765

Interest expense
(5,603
)
 
(263
)
 
(5,866
)
Net interest income before fees and related income on earning assets and provision for losses on loans and fees receivable
$
5,300

 
$
5,599

 
$
10,899

Fees and related income on earning assets
$
12,581

 
$
(2,362
)
 
$
10,219

Servicing income
$
2,404

 
$
200

 
$
2,604

Equity in income of equity-method investees
$
957

 
$

 
$
957

(Loss on) income from continuing operations before income taxes
$
(8,794
)
 
$
(534
)
 
$
(9,328
)
Income tax (expense) benefit
$
(101
)
 
$
(361
)
 
$
(462
)
Total assets
$
292,342

 
$
59,088

 
$
351,430


Six months ended June 30, 2013
Credit Cards
and Other Investments
 
Auto Finance
 
Total
Interest income:
 
 
 
 
 
Consumer loans, including past due fees
$
24,910

 
$
11,595

 
$
36,505

Other
78

 
117

 
195

Total interest income
24,988

 
11,712

 
36,700

Interest expense
(10,942
)
 
(696
)
 
(11,638
)
Net interest income before fees and related income on earning assets and provision for losses on loans and fees receivable
$
14,046

 
$
11,016

 
$
25,062

Fees and related income on earning assets
$
19,321

 
$
(2,296
)
 
$
17,025

Servicing income
$
4,804

 
$
401

 
$
5,205

Equity in income of equity-method investees
$
5,264

 
$

 
$
5,264

(Loss on) income from continuing operations before income taxes
$
(12,765
)
 
$
896

 
$
(11,869
)
Income tax (expense) benefit
$
(179
)
 
$
(729
)
 
$
(908
)
Total assets
$
292,342

 
$
59,088

 
$
351,430



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Table of Contents

Three months ended June 30, 2012
Credit Cards
and Other Investments
 
Auto Finance
 
Total
Interest income:
 
 
 
 
 
Consumer loans, including past due fees
$
16,476

 
$
6,377

 
$
22,853

Other
139

 
67

 
206

Total interest income
16,615

 
6,444

 
23,059

Interest expense
(6,862
)
 
(463
)
 
(7,325
)
Net interest income before fees and related income on earning assets and provision for losses on loans and fees receivable
$
9,753

 
$
5,981

 
$
15,734

Fees and related income on earning assets
$
14,155

 
$
276

 
$
14,431

Servicing income
$
803

 
$
165

 
$
968

Equity in income of equity-method investees
$
3,539

 
$

 
$
3,539

(Loss on) income from continuing operations before income taxes
$
(13,194
)
 
$
2,551

 
$
(10,643
)
Income tax benefit (expense)
$
1,761

 
$
(504
)
 
$
1,257

Total assets
$
351,585

 
$
74,348

 
$
425,933



Six months ended June 30, 2012
Credit Cards
and Other Investments
 
Auto Finance
 
Total
Interest income:
 
 
 
 
 
Consumer loans, including past due fees
$
35,170

 
$
12,813

 
$
47,983

Other
275

 
133

 
408

Total interest income
35,445

 
12,946

 
48,391

Interest expense
(14,537
)
 
(3,639
)
 
(18,176
)
Net interest income before fees and related income on earning assets and provision for losses on loans and fees receivable
$
20,908

 
$
9,307

 
$
30,215

Fees and related income on earning assets
$
63,695

 
$
603

 
$
64,298

Servicing income
$
1,926

 
$
306

 
$
2,232

Equity in income of equity-method investees
$
9,556

 
$

 
$
9,556

(Loss on) income from continuing operations before income taxes
$
(21,632
)
 
$
949

 
$
(20,683
)
Income tax benefit (expense)
$
3,973

 
$
(1,000
)
 
$
2,973

Total assets
$
351,585

 
$
74,348

 
$
425,933




5.
Shareholders' Equity
 
Retired Shares
 
During the three and six months ended June 30, 2013, we repurchased and contemporaneously retired 109,027 and 237,563 shares of our common stock at an aggregate cost of $0.4 million and $0.9 million, respectively.
 
6.
Investments in Equity-Method Investees
 
In the following tables, we summarize (in thousands) combined balance sheet and results of operations data for our equity-method investees:


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Table of Contents

 
As of
 
June 30, 2013
 
December 31, 2012
Loans and fees receivable pledged as collateral under structured financings, at fair value
$
41,761

 
$
53,375

Investments in non-marketable debt securities, at fair value
$
39,163

 
$
46,564

Total assets
$
104,239

 
$
114,375

Notes payable associated with structured financings, at fair value
$
17,585

 
$
29,279

Total liabilities
$
17,824

 
$
29,558

Members’ capital
$
86,415

 
$
84,817


 
Three months ended June 30,
 
Six months ended June 30,
 
2013
 
2012
 
2013
 
2012
Net interest income, fees and related income on earning assets
$
1,937

 
$
7,084

 
$
10,574

 
$
21,371

Total other operating income
$
176

 
$
846

 
$
514

 
$
929

Net income
$
1,631

 
$
7,214

 
$
10,045

 
$
20,704

Net income attributable to our equity investment in investee
$
957

 
$
3,539

 
$
5,264

 
$
9,556


 
As previously noted, in June 2013, we increased, from 50.0% to 66.7% our overall ownership in a joint venture formed in 2004 to purchase a credit card receivables portfolio. We continue to account for this investment using the equity method of accounting due to specific voting and veto rights held by each investor, which do not allow us to control this investee. The additional June 2013 investment in this investee was made at a discount to the fair value of the investee's assets, thereby resulting in a gain of approximately $0.9 million for us in the three months ended June 30, 2013 based on the investee's reporting of substantially all of its assets at their fair values under its fair value option election.

The above tables include our aforementioned 50.0% interest in the joint venture that purchased in March 2011 the outstanding notes issued out of our U.K. Portfolio structured financing trust.  Separate financial data for this entity are as follows:

 
 
As of
 
June 30, 2013
 
December 31, 2012
Investments in non-marketable debt securities, at fair value
$
39,163

 
$
46,564

Total assets
$
40,696

 
$
47,125

Total liabilities
$

 
$

Members’ capital
$
40,696

 
$
47,125


 
Three months ended June 30,
 
Six months ended June 30,
 
2013
 
2012
 
2013
 
2012
Net interest income, fees and related (loss) income on earning assets
$
(964
)
 
$
4,010

 
$
6,266

 
$
4,557

Net (loss) income
$
(976
)
 
$
3,998

 
$
6,243

 
$
4,524

Net (loss) income attributable to our equity investment in investee
$
(487
)
 
$
284

 
$
3,122

 
$
804


As noted in Note 8, “Notes Payable,” notes payable with a fair value of $39.2 million correspond with the $39.2 million investment in non-marketable debt securities, at fair value held by our equity method investee as noted in the above table.

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Table of Contents


7.
Fair Values of Assets and Liabilities
 
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 June 30, 2013 and December 31, 2012 fair values and carrying amounts (1) of our assets that are required to be carried at fair value in our consolidated financial statements and (2) of our assets not carried at fair value, but for which fair value disclosures are required:

Assets – As of June 30, 2013 (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
$

 
$

 
$
87,744

 
$
68,597

Loans and fees receivable, net for which it is not practicable to estimate fair value (2)
$

 
$

 
$

 
$
7,821

Loans and fees receivable, at fair value
$

 
$

 
$
15,662

 
$
15,662

Loans and fees receivable pledged as collateral under structured financings, at fair value
$

 
$

 
$
107,258

 
$
107,258


Assets – As of December 31, 2012 (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
$

 
$

 
$
76,384

 
$
65,198

Loans and fees receivable, net for which it is not practicable to estimate fair value (2)
$

 
$

 
$

 
$
4,427

Loans and fees receivable, at fair value
$

 
$

 
$
20,378

 
$
20,378

Loans and fees receivable pledged as collateral under structured financings, at fair value
$

 
$

 
$
133,595

 
$
133,595

  

(1)
For cash, deposits and other short-term investments, the carrying amount is a reasonable estimate of fair value.
(2)
We do not disclose fair value for this portion of our loans and fees receivable, net because it is not practicable to do so.   These loans and fees receivable consist of a variety of receivables that are largely start-up in nature and for which we have neither sufficient history nor a comparable peer group from which we can calculate 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.”


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Table of Contents

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 six months ended June 30, 2013 and June 30, 2012:
 
Loans and Fees
Receivable, at
Fair Value
 
Loans and Fees
Receivable Pledged as
Collateral under
Structured
Financings, at Fair
Value
 
Total
Balance at January 1, 2013
$
20,378

 
$
133,595

 
$
153,973

Total gains—realized/unrealized:


 


 


Net revaluations of loans and fees receivable pledged as collateral under structured financings, at fair value

 
19,789

 
19,789

Net revaluations of loans and fees receivable, at fair value
5,276

 

 
5,276

Settlements, net
(9,992
)
 
(43,553
)
 
(53,545
)
Impact of foreign currency translation

 
(2,573
)
 
(2,573
)
Net transfers in and/or out of Level 3

 

 

Balance at June 30, 2013
$
15,662

 
$
107,258

 
$
122,920

Balance at January 1, 2012
$
28,226

 
$
238,763

 
$
266,989

Total gains—realized/unrealized:
 

 
 

 
 

Net revaluations of loans and fees receivable pledged as collateral under structured financings, at fair value

 
75,471

 
75,471

Net revaluations of loans and fees receivable, at fair value
7,400

 

 
7,400

Settlements, net
(14,780
)
 
(129,172
)
 
(143,952
)
Impact of foreign currency translation

 
1,144

 
1,144

Net transfers in and/or out of Level 3

 

 

Balance at June 30, 2012
$
20,846

 
$
186,206

 
$
207,052


  
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.
 
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.


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Table of Contents

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 June 30, 2013:

Quantitative Information about Level 3 Fair Value Measurements
 
Fair Value at
 
 
 
 
 
 
 
June 30, 2013
 
 
 
 
 
 
Fair Value Measurements
(in Thousands)
 
Valuation Technique
 
Unobservable Input
 
Range (Weighted Average)(1)
Loans and fees receivable, at fair value
$
15,662

 
Discounted cash flows
 
Gross yield
 
23.5
%
 
 

 
 
 
Principal payment rate
 
3.7
%
 
 

 
 
 
Expected credit loss rate
 
17.0
%
 
 

 
 
 
Servicing rate
 
11.2
%
 
 

 
 
 
Discount rate
 
15.9
%
Loans and fees receivable pledged as collateral under structured financings, at fair value
$
107,258

 
Discounted cash flows
 
Gross yield
 
8.4% to 25.3% (18.8%)

 
 

 
 
 
Principal payment rate
 
1.5% to 3.2% (2.5%)

 
 

 
 
 
Expected credit loss rate
 
11.7% to 23.0% (18.7%)

 
 

 
 
 
Servicing rate
 
6.8% to 8.5% (7.8%)

 
 

 
 
 
Discount rate
 
15.9% to 16.2% (16.0%)

 
(1) Our loans and fees receivable, at fair value consist of a single portfolio with one set of assumptions.  As such, no range is given.

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 June 30, 2013 and December 31, 2012 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:


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Table of Contents

Liabilities – As of June 30, 2013
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
 
 
 
 
 
 
 
CAR revolving credit facility
$

 
$

 
$
20,000

 
$
20,000

ACC amortizing debt facility
$

 
$

 
$
1,887

 
$
1,887

Amortizing debt facility
$

 
$

 
$
6,721

 
$
6,721

Revolving credit facility
$

 
$

 
$
4,000

 
$
4,000

Amortizing structured financing
$

 
$

 
$
1,477

 
$
1,477

U.K. credit card accounts revolving credit facility
$

 
$

 
$
7,783

 
$
7,783

5.875% Convertible Senior Notes
$

 
$
64,155

 
$

 
$
95,178

Liabilities carried at fair value
 

 
 

 
 

 
 

Interest rate swap underlying CAR facility
$

 
$
124

 
$

 
$
124

Economic sharing arrangement liability
$

 
$

 
$
550

 
$
550

Notes payable associated with structured financings, at fair value
$

 
$

 
$
113,613

 
$
113,613



Liabilities - As of December 31, 2012
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
 

 
 

 
 

 
 

CAR revolving credit facility
$

 
$

 
$
20,000

 
$
20,000

ACC amortizing debt facility
$

 
$

 
$
3,896

 
$
3,896

Revolving credit facility
$

 
$

 
$
1,456

 
$
1,456

U.K. credit card accounts revolving credit facility
$

 
$

 
$
1,213

 
$
1,213

5.875% Convertible Senior Notes
$

 
$
55,787

 
$

 
$
94,886

Liabilities carried at fair value
 

 
 

 
 

 
 

Interest rate swap underlying CAR facility
$

 
$
175

 
$

 
$
175

Economic sharing arrangement liability
$

 
$

 
$
815

 
$
815

Notes payable associated with structured financings, at fair value
$

 
$

 
$
140,127

 
$
140,127


 
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 fees and r