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FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the quarterly period ended March 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period from _______ to _______ of ATLANTICUS HOLDINGS CORPORATION a Georgia CorporationIRS Employer Identification No. 58-2336689SEC File Number 0-53717 Five Concourse Parkway, Suite 300Atlanta, Georgia 30328(770) 828-2000 Securities registered pursuant toSection 12(b) of the SecuritiesExchange Act of 1934 (the "Act") Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File requiredto be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, smaller reporting company, or an emerging growth company. See the definitions of "large acceleratedfiler," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of theExchange Act. Large accelerated filer☐Non-acceleratedfiler☐ Accelerated filer☒Smaller reporting company☒Emerging growthcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).☐Yes☒No As of April 30, 2024, 15,126,229 shares of common stock, no par value, of Atlanticus were outstanding. Table of Contents Table of Contents PART I. FINANCIAL INFORMATIONItem 1.Financial Statements (Unaudited) 1Condensed Consolidated Balance Sheets1Condensed Consolidated Statements of Income2Condensed Consolidated Statements of Shareholders’ Equity and Temporary Equity3Condensed Consolidated Statements of Cash Flows5Notes to Condensed Consolidated Financial Statements6Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations27Item 3.Quantitative and Qualitative Disclosures About Market Risk45Item 4.Controls and Procedures45 PART II. OTHER INFORMATIONItem 1.Legal Proceedings Item1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other Information 464659595960 PART I--FINANCIAL INFORMATIONITEM 1.FINANCIAL STATEMENTS Atlanticus Holdings Corporation and SubsidiariesCondensed Consolidated Balance Sheets (Unaudited)(Dollars in thousands) March 31,December 31,20252024 Shareholders' EquitySeries B preferred stock, no par value, 3,314,840 shares issued and outstanding at March 31, 2025 (liquidation preference - $82.9 million); 3,301,179 sharesissued and outstanding at December 31, 2024 (liquidation preference - $82.5million) (1)——Common stock, no par value, 150,000,000 shares authorized: 15,097,243 and14,904,192 shares issued and outstanding at March 31, 2025 and December 31,2024, respectively——Paid-in capital110,13898,278Retained earnings422,574394,628Total shareholders’ equity attributable to Atlanticus Holdings Corporation532,712492,906Noncontrolling interests(3,863)(3,543)Total equity528,849489,363Total liabilities, shareholders' equity and temporary equity$3,272,165$3,270,707 (1) Both the Series A preferred stock and the Series B preferred stock have no par value and are part of thesame aggregate 10,000,000 shares authorized. See accompanying notes. Table of Contents Atlanticus Holdings Corporation and SubsidiariesCondensed Consolidated Statements of Income (Unaudited)(Dollars in thousands, except per share data) For the Three Months EndedMarch 31, See accompanying notes. Table of Contents Atlanticus Holdings Corporation and SubsidiariesCondensed Consolidated Statements of Shareholders’ Equity and Temporary Equity (Unaudited)For the Three Months Ended March 31, 2025 and March 31, 2024(Dollars in thousands) Table of Contents Atlanticus Holdings Corporation and SubsidiariesCondensed Consolidated Statements of Cash Flows (Unaudited)(Dollars in thousands) For the Three Months Ended See accompanying notes. Table of Contents Atlanticus Holdings Corporation and SubsidiariesNotes to Condensed Consolidated Financial StatementsMarch 31, 2025 and 2024 1.Description of Our Business Our accompanying condensed consolidated finan