10-Q

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

Page
PART I. FINANCIAL INFORMATION
	Item 1.	Financial Statements (Unaudited)
		Consolidated Balance Sheets	1
		Consolidated Statements of Operations	2
		Consolidated Statements of Comprehensive Loss	3
		Consolidated Statement of Shareholders’ Equity	4
		Consolidated Statements of Cash Flows	5
		Notes to Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
	Item 4.	Controls and Procedures	48
PART II. OTHER INFORMATION
	Item 1.	Legal Proceedings	49
	Item 1A.	Risk Factors	49
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
	Item 3.	Defaults Upon Senior Securities	58
	Item 4.	Mine Safety Disclosures	58
	Item 5.	Other Information	59
	Item 6.	Exhibits	60
		Signatures	61

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

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

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

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

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

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

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

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

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.)

9

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.

10

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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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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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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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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	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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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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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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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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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 related income on earning assets table within Note 2, “Significant Accounting Policies and Consolidated Financial Statement Components.”  See Note 8, “Notes Payable,” for further discussion on our notes payable.

For our material Level 3 liabilities 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 2012.

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	Notes Payable Associated with Structured Financings, at Fair Value
	2013			2012
Beginning balance, January 1	$	140,127		$	241,755
Transfers in due to consolidation of equity-method investees	—			—
Total (gains) losses—realized/unrealized:
Net revaluations of notes payable associated with structured financings, at fair value	15,575			25,390
Repayments on outstanding notes payable, net	(39,388		)	(85,480		)
Impact of foreign currency translation	(2,701		)	1,085
Net transfers in and/or out of Level 3	—			—
Ending balance, June 30	$	113,613		$	182,750

The unrealized gains and losses for liabilities within the Level 3 category presented in the tables above include changes in fair value that are attributable to both observable and unobservable inputs. We provide below a brief description of the valuation techniques used for Level 3 liabilities.

Net Revaluation of Notes Payable Associated with Structured Financings, at Fair Value. We record the net revaluations of notes payable associated with structured financings, at fair value, in the changes in fair value of notes payable associated with structured financings line item within the fees and related income on earning assets category of our consolidated statements of operations.

For material Level 3 liabilities 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 for the period ended 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)
Notes payable associated with structured financings, at fair value	$	113,613	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%)
				Discount rate	15.9% to 20.3% (17.6%)

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Other Relevant Data

Other relevant data (in thousands) as of June 30, 2013 and December 31, 2012 concerning certain assets and liabilities we carry at fair value are as follows:

As of June 30, 2013	Loans and Fees Receivable at Fair Value		Loans and Fees Receivable Pledged as Collateral under Structured Financings at Fair Value
Aggregate unpaid principal balance within loans and fees receivable that are reported at fair value	$	21,213	$	144,322
Aggregate fair value of loans and fees receivable that are reported at fair value	$	15,662	$	107,258
Aggregate fair value of receivables carried at fair value that are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies)	$	29	$	415
Aggregate excess of balance of unpaid principal receivables within loans and fees receivable that are reported at fair value and are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies) over the fair value of such loans and fees receivable	$	799	$	6,116

As of December 31, 2012	Loans and Fees Receivable at Fair Value		Loans and Fees Receivable Pledged as Collateral under Structured Financings at Fair Value
Aggregate unpaid principal balance within loans and fees receivable that are reported at fair value	$	26,154	$	192,433
Aggregate fair value of loans and fees receivable that are reported at fair value	$	20,378	$	133,595
Aggregate fair value of receivables carried at fair value that are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies)	$	36	$	957
Aggregate excess of balance of unpaid principal receivables within loans and fees receivable that are reported at fair value and are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies) over the fair value of such loans and fees receivable	$	1,643	$	7,591

Notes Payable	Notes Payable Associated with Structured Financings, at Fair Value as of June 30, 2013		Notes Payable Associated with Structured Financings, at Fair Value as of December 31, 2012
Aggregate unpaid principal balance of notes payable	$	241,675	$	287,711
Aggregate fair value of notes payable	$	113,613	$	140,127

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8. Notes Payable

Notes Payable Associated with Structured Financings, at Fair Value

Scheduled (in millions) in the table below are (1) the carrying amounts of structured financing notes secured by certain credit card receivables and reported at fair value as of both June 30, 2013 and December 31, 2012, (2) the outstanding face amounts of structured financing notes secured by certain credit card receivables and reported at fair value as of June 30, 2013, and (3) the carrying amounts of the credit card receivables and restricted cash that provide the exclusive means of repayment for the notes (i.e., lenders have recourse only to the specific credit card receivables and restricted cash underlying each respective facility and cannot look to our general credit for repayment) as of June 30, 2013.

	Carrying Amounts at Fair Value as of
	June 30, 2013		December 31, 2012
Amortizing securitization facility issued out of our upper-tier originated portfolio master trust (stated maturity of December 2014), outstanding face amount of $170.1 million bearing interest at a weighted average 3.9% interest rate (3.5% as of December 31, 2012), which is secured by credit card receivables and restricted cash aggregating $74.4 million ($93.6 million as of December 31, 2012) in carrying amount	$	74.4	$	93.6
Amortizing term securitization facility (denominated and referenced in U.K. sterling and a stated maturity of April 2014) issued out of our U.K. Portfolio securitization trust, outstanding face amount of $71.5 million bearing interest at a weighted average 5.4% interest rate (5.1% as of December 31, 2012), which is secured by credit card receivables and restricted cash aggregating $39.9 million ($47.3 million as of December 31, 2012) in carrying amount	39.2		46.5
Total structured financing notes reported at fair value that are secured by credit card receivables and to which we are subordinated	$	113.6	$	140.1

Contractual payment allocations within these credit cards receivable structured financings provide for a priority distribution of cash flows to us to service the credit card receivables, a distribution of cash flows to pay interest and principal due on the notes, and a distribution of all excess cash flows (if any) to us. Each of the structured financing facilities in the above table is amortizing down along with collections of the underlying receivables and there are no provisions within the debt agreements that allow for acceleration or bullet repayment of the facilities prior to their scheduled expiration dates. The aggregate carrying amount of the credit card receivables and restricted cash that provide security for the $113.6 million in fair value of structured financing notes in the above table is $114.3 million, which means that our maximum aggregate exposure to pre-tax equity loss associated with the above structured financing arrangements is $0.7 million.

Beyond our role as servicer of the underlying assets within the credit cards receivable structured financings, we have provided no other financial or other support to the structures, and we have no explicit or implicit arrangements that could require us to provide financial support to the structures.

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Notes Payable, at Face Value

Other notes payable outstanding as of June 30, 2013 and December 31, 2012 that are secured by the financial and operating assets of either the borrower, another of our subsidiaries or both, include the following, scheduled (in millions); except as otherwise noted, the assets of our holding company (Atlanticus Holdings Corporation) are subject to creditor claims under these scheduled facilities:

	As of
	June 30, 2013		December 31, 2012
Revolving credit facility (expiring October 4, 2014) at an annual rate equal to 4.8% (4.8% at December 31, 2012) that is secured by the financial and operating assets of CAR with an aggregate carrying amount of $51.8 million ($50.8 million at December 31, 2012) (1) (5)	$	20.0	$	20.0
Revolving credit facility (expiring May 17, 2014) at an annual rate equal to 4.2% that is secured by the financial and operating assets of our borrowing subsidiary with an aggregate carrying amount of $17.5 million (5)	4.0		—
Amortizing debt facility (expiring December 15, 2014) at a fixed rate of 9.5% that is secured by certain receivables and restricted cash with an aggregate carrying amount of $6.8 million (2)	6.7		—
Amortizing debt facility (expiring November 6, 2016) that is secured by our ACC Auto Finance segment receivables and restricted cash with an aggregate carrying amount of $5.2 million ($9.7 million as of December 31, 2012) (3)	1.9		3.9
Revolving credit facility which was refinanced in April 2013	—		1.4
Amortizing structured financing (expiring April 1, 2016) that is secured by certain receivables, with an annual rate equal to the lenders cost of funds plus 6.0% (6.8% as of June 30, 2013) (4)	1.5		—
Revolving credit facility associated with our credit card accounts in the U.K. that can be drawn to the extent of outstanding eligible principal receivables up to £5.0 million, expiring December 1, 2016 with an annual rate equal to the lender’s cost of funds plus 7.0% (9.5% as of June 30, 2013 and 10.3% as of December 31, 2012)	7.8		1.2
Vendor-financed software and equipment purchases (expiring September 2014) at an implied rate of 15.0%, that are secured by certain equipment	0.1		0.2
Total notes payable outstanding	$	42.0	$	26.7

(1) Loan is subject to certain affirmative covenants, including a coverage ratio, a leverage ratio and a collateral performance test, the failure of which could result in required early repayment of all or a portion of the outstanding balance by our CAR Auto Finance operations. The assets of Atlanticus Holdings Corporation are not subject to creditor claims arising due to asset performance-related covenants under this loan.

(2) Loan is subject to certain affirmative covenants tied to default rates and other performance metrics the failure of which could result in required early repayment of the remaining unamortized balance.

(3) The terms of this lending agreement provide for the application of all excess cash flows from the underlying auto finance receivables portfolio (above and beyond interest costs and contractual servicing compensation to our outsourced third-party servicer) to reduce the outstanding principal balance of the debt, and the outstanding principal balance was repaid in the fourth quarter of 2012.  Now that we have repaid the principal portion of the note, the lending agreement requires that we remit 37.5% of future cash flows (net of contractual servicing compensation) generated on the auto finance receivables portfolio to the note holders as additional compensation for the use of their capital. Based on current estimates of this additional compensation, we currently are accruing interest expense on this liability at a 25.4% effective interest rate based on current expectations of future collections, and the amount disclosed in the above table represents our accrued interest expense liability under this lending agreement. The assets of Atlanticus Holdings Corporation are not subject to creditor claims arising under this loan.

(4) Loan has certain asset performance covenants that if triggered could accelerate the early repayment of the remaining unamortized balance.

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(5) Loans are from same lender and are cross-collateralized; thus, combined security interests are subject to claims upon the default of either lending arrangement.

In May 2013, the revolving credit facility associated with our CAR operations was amended and expanded to allow for borrowings against certain receivables associated with our merchant credit lending program under the existing $40.0 million facility borrowing limits. The terms remained unchanged with the exception of the maturity date for borrowings under the merchant credit portion, which was set as May 17, 2014 as indicated in the table above.

In March 2012, we entered into an interest rate swap related to the $20.0 million amount drawn on the CAR facility discussed in the table above.  The interest rate swap effectively fixes our interest rate to 4.75% from LIBOR plus 4.0%.  We include the fair value of the interest rate swap and changes in its fair value in our consolidated balance sheets and statements of operations, respectively.  See Note 7, “Fair Values of Assets and Liabilities,” for more information regarding this interest rate swap.

9. Convertible Senior Notes

In May 2005, we issued $250.0 million aggregate principal amount of 3.625% convertible senior notes due 2025 (“3.625% convertible senior notes”), and in November 2005, we issued $300.0 million aggregate principal amount of 5.875% convertible senior notes due 2035 (“5.875% convertible senior notes”). These notes (net of repurchases since the issuance dates) are reflected within convertible senior notes on our consolidated balance sheets.  In May 2012, substantially all of the holders of our 3.625% convertible senior notes exercised a then-existing put right, under which we repaid $83.5 million in face amount of such notes outstanding at par.  No such put rights exist under our 5.875% convertible senior notes.  The following summarizes (in thousands) components of our consolidated balance sheets associated with our convertible senior notes:

	As of
	June 30, 2013			December 31, 2012
Face amount of 3.625% convertible senior notes	$	450		$	450
Face amount of 5.875% convertible senior notes	139,467			139,467
Discount	(44,289		)	(44,582		)
Net carrying value	$	95,628		$	95,335
Carrying amount of equity component included in additional paid-in capital	$	108,714		$	108,714
Excess of instruments’ if-converted values over face principal amounts	$	—		$	—

10. Commitments and Contingencies

General

In the normal course of business through the origination of unsecured credit card receivables, we incur off-balance-sheet risks. These risks include commitments of £1.8 million ($2.8 million) at June 30, 2013 to purchase receivables associated with cardholders who have the right to borrow in excess of their current balances up to the maximum credit limit on their credit card accounts. We have never experienced a situation in which all of our customers have exercised their entire available line of credit at any given point in time, nor do we anticipate this will ever occur in the future.  Moreover, there would be a concurrent increase in assets should there be any exercise of these lines of credit.  We also have the effective right to reduce or cancel these available lines of credit at any time.  At June 30, 2013, our remaining available lines of credit associated with credit cards related to those cards issued under programs in the U.K.

Additionally our CAR operations provide floor-plan financing for a pre-qualified network of independent automotive dealers and automotive finance companies in the buy-here, pay-here used car business.  The financings allow dealers and finance companies to borrow in excess of their current balances up to the maximum pre-approved credit limit allowed in order to finance ongoing inventory needs.  These loans are secured by the underlying auto inventory and, in certain cases where we have other lending products outstanding with the dealer, are also secured by the collateral under those lending arrangements as well, including any outstanding dealer reserves. As of June 30, 2013, CAR had unfunded outstanding floor-plan financing

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commitments totaling $5.8 million.  Each draw against unused commitments is reviewed for conformity to pre-established guidelines.

Under our merchant credit products, we give consumers the ability to borrow up to the maximum credit limit assigned to each individual’s account.  Our unfunded commitments under these products aggregated $39.0 million at June 30, 2013. We have never experienced a situation in which all of our customers have exercised their entire available line of credit at any given point in time, nor do we anticipate this will ever occur in the future.  Moreover, there would be a concurrent increase in assets should there be any exercise of these lines of credit.  We also have the effective right to reduce or cancel these available lines of credit at any time.

Atlanticus Services Corporation’s (formerly CompuCredit Corporation and a wholly owned subsidiary of Atlanticus Holdings Corporation) third-party originating financial institution relationships require security (collateral) related to their issuance of credit cards and cardholder purchases thereunder, of which $0.2 million remains pledged to support various ongoing contractual obligations.  In addition, in connection with our U.K. Portfolio acquisition, Atlanticus Services Corporation guarantees certain obligations of its subsidiaries and its third-party originating financial institution to one of the European payment systems ($0.2 million as of June 30, 2013). Those obligations include, among other things, compliance with one of the European payment system’s operating regulations and by-laws. Atlanticus Services Corporation also guarantees certain performance obligations of its servicer affiliate to the indenture trustee and the trust created under the structured financing relating to our U.K. Portfolio.

Under agreements with third-party originating and other financial institutions, we have agreed to (1) indemnify the financial institutions for certain liabilities associated with the financial institutions’ card issuance and other lending activities on our behalf—such indemnification obligations generally being limited to instances in which we either (a) have been afforded the opportunity to defend against any potentially indemnifiable claims or (b) have reached agreement with the financial institutions regarding settlement of potentially indemnifiable claims, and (2) certain contingent liabilities (capped at $4.4 million) that could arise for us upon the non-performance by third parties under their financial obligations. As of June 30, 2013, we have assessed the likelihood of any potential payments related to the aforementioned contingencies as remote. We will accrue liabilities related to these contingencies in any future period if and in which we assess the likelihood of an estimable payment as probable.

Total System Services, Inc. provides certain services to Atlanticus Services Corporation as a system of record provider under an agreement that extends through May 2015. If Atlanticus Services Corporation were to terminate its U.S. relationship with Total System Services, Inc. prior to the contractual termination period, it would incur significant penalties ($9.1 million as of June 30, 2013).

We also are subject to certain minimum payments under cancelable and non-cancelable lease arrangements.  For further information regarding these commitments See Note 9, “Leases,” in our Annual Report on Form 10-K for the year ended December 31, 2012.

Litigation

We are involved in various legal proceedings that are incidental to the conduct of our business, none of which are material to us.

11. Net Income (Loss) Attributable to Controlling Interests Per Common Share

We compute net income (loss) attributable to controlling interests per common share by dividing income (loss) attributable to controlling interests by the weighted-average common shares (including participating securities) outstanding during the period, as discussed below.  Diluted computations applicable in financial reporting periods in which we report income reflect the potential dilution to the basic income per common share computations that could occur if securities or other contracts to issue common stock were exercised, were converted into common stock or were to result in the issuance of common stock that would share in our income.  In performing our net income (loss) attributable to controlling interests per common share computations, we apply accounting rules that require us to include all unvested stock awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, in the number of shares outstanding in our basic and diluted calculations.  Common stock and unvested share-based payment awards earn dividends equally, and we have included all outstanding restricted stock awards in our basic and diluted calculations for current and prior periods.

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The following table sets forth the computations of net income (loss) per common share (in thousands, except per share data): 

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2013			2012			2013			2012
Numerator:
Loss on continuing operations attributable to controlling interests	$	(9,849	)	$	(9,175	)	$	(12,857	)	$	(17,425	)
(Loss on) income from discontinued operations attributable to controlling interests	—			3,430			—			7,248
Net loss attributable to controlling interests	$	(9,849	)	$	(5,745	)	$	(12,857	)	$	(10,177	)
Denominator:
Basic (including unvested share-based payment awards) (1)	13,784			21,997			13,813			21,985
Effect of dilutive stock compensation arrangements (2)	—			51			—			67
Diluted (including unvested share-based payment awards) (1)	13,784			22,048			13,813			22,052
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	)

(1) Shares related to unvested share-based payment awards we included in our basic and diluted share counts are 224,662 and 251,525 for the three and six months ended June 30, 2013, respectively compared to 76,500 and 169,209 shares for the three and six months ended June 30, 2012, respectively.

(2) The effect of dilutive options is shown only for informational purposes where we are in a net loss position.  In such situations, the effect of including outstanding options and restricted stock would be anti-dilutive, and they are thus excluded from all loss period calculations.

As their effects were anti-dilutive, we excluded all of our stock options from our net income (loss) per share computations for the three months ended June 30, 2013 and 2012.

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For the three and six months ended June 30, 2013 and 2012, there were no shares potentially issuable and thus includible in the diluted net loss attributable to controlling interests per common share calculation under our 3.625% convertible senior notes and 5.875% convertible senior notes. However, in future reporting periods during which our closing stock price is above the respective $20.22 and $24.61 conversion prices for the 3.625% convertible senior notes and 5.875% convertible senior notes, and depending on the closing stock price at conversion, the maximum potential dilution under the conversion provisions of such notes is 22,246 and 5.7 million shares, respectively, which could be included in diluted share counts in net income per common share calculations. See Note 9, “Convertible Senior Notes,” for a further discussion of these convertible securities.

12.    Stock-Based Compensation

We currently have two stock-based compensation plans, the Employee Stock Purchase Plan (the “ESPP”) and the 2008 Equity Incentive Plan (the “2008 Plan”).

The 2008 Plan provides for grants of stock options, stock appreciation rights, restricted stock awards, restricted stock units and incentive awards. The maximum aggregate number of shares of common stock that may be issued under this plan and to which awards may relate is 2,000,000 shares, and 803,046 shares remained available for grant under this plan as of June 30, 2013.  Exercises and vestings under our stock-based compensation plans resulted in no income tax-related benefits or charges to additional paid-in capital during the three and six months ended June 30, 2013 and 2012.

Stock Options

Our 2008 Plan provides that we may grant options on or shares of our common stock (and other types of equity awards) to members of our Board of Directors, employees, consultants and advisors. The exercise price per share of the options may be less than, equal to, or greater than the market price on the date the option is granted. The option period may not exceed 10 years from the date of grant. The vesting requirements for options granted by us range from immediate to 5 years.  We had no expenses related to stock option-related compensation costs during the three and six months ended June 30, 2013 and 2012. When applicable, we recognize stock option-related compensation expense for any awards with graded vesting on a straight-line basis over the vesting period for the entire award. Information related to options outstanding is as follows:

	For the Six Months Ended June 30, 2013
	Number of Shares		Weighted- Average Exercise Price		Weighted- Average of Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at December 31, 2012	500,000		$	40.99
Issued/Cancelled/Forfeited	(500,000	)	$	40.99
Outstanding at June 30, 2013	—		$	—		$	—
Exercisable at June 30, 2013	—		$	—		$	—
	For the Six Months Ended June 30, 2012
	Number of Shares		Weighted- Average Exercise Price		Weighted- Average of Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at December 31, 2011	570,000		$	39.24
Issued/Cancelled/Forfeited	(70,000	)	$	26.76
Outstanding at June 30, 2012	500,000		$	40.99	0.9	$	—
Exercisable at June 30, 2012	500,000		$	40.99	0.9	$	—

As of June 30, 2013, we had no outstanding stock options and thus had no unamortized deferred compensation costs associated with non-vested stock options. There were no stock option exercises during the three and six months ended June 30, 2013 and 2012, and we granted no options in the three and six months ended June 30, 2013 and 2012.

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Restricted Stock and Restricted Stock Unit Awards

During the six months ended June 30, 2013 and 2012, we granted 150,472 and 60,000 shares of aggregate restricted stock and restricted stock units, respectively, with aggregate grant date fair values of $0.5 million and $0.2 million, respectively. When we grant restricted shares, we defer the grant date value of the restricted shares and amortize that value (net of the value of anticipated forfeitures) as compensation expense with an offsetting entry to the additional paid-in capital component of our consolidated shareholders’ equity. Our issued restricted shares generally vest over a range of 24 to 60 months and are being amortized to salaries and benefits expense ratably over applicable vesting periods. As of June 30, 2013, our unamortized deferred compensation costs associated with non-vested restricted stock awards were $0.7 million with a weighted-average remaining amortization period of 1.6 years.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and the related notes included herein and our Annual Report on Form 10-K for the year ended December 31, 2012, where certain terms (including trust, subsidiary and other entity names and financial, operating and statistical measures) are defined.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes forward-looking statements. We base these forward-looking statements on our current plans, expectations and beliefs about future events. There are risks that our actual experience will differ materially from the expectations, including the factors discussed in “Risk Factors” in Part II, Item 1A and elsewhere in this Report.  For more information, see “Forward-Looking Information” below.

In this Report, except as the context suggests otherwise, the words “Company,” “Atlanticus Holdings Corporation,” “Atlanticus,” “we,” “our,” “ours” and “us” refer to Atlanticus Holdings Corporation and its subsidiaries and predecessors. Atlanticus owns Aspire^®, Embrace^®, Emerge^®, Imagine^®, Majestic^®, Monument^®, Salute^®, Tribute^®, Fortiva^®, and other trademarks and service marks in the U.S. and the U.K.

OVERVIEW

We are a provider of various credit and related financial services and products to or associated with the financially underserved consumer credit market—a market largely represented by credit risks that regulators classify as “sub-prime.”

Currently, within our Credit Cards and Other Investments segment, we are collecting on portfolios of credit card receivables underlying now-closed credit card accounts. These receivables include both receivables we originated through third-party financial institutions and portfolios of receivables we purchased from third-party financial institutions. The only open credit card accounts underlying our credit card receivables are those generated through our credit card products in the U.K.  Two of our portfolios of credit card receivables underlying now-closed accounts are encumbered by non-recourse structured financings, and for these portfolios our principal remaining economic interest is the servicing compensation we receive as an offset against our servicing costs given that the likely future collections on the portfolios are insufficient to allow for full repayment of the financings. Beyond these activities within our Credit Cards and Other Investments segment, we are applying the experiences and infrastructure associated with our historic credit card offerings to other credit product offerings, including private label merchant credit whereby we partner with retailers in various industries across the U.S. to provide credit (and, to a much more limited extent currently, rent merchandise under "rent-to-own" arrangements) at the point of sale to their customers who may have been declined under traditional financing options. Operations in this area now represent the largest potential growth segment for our Company. Using our global infrastructure and technology platform, we also provide loan servicing activities, including underwriting, marketing, customer service and collections operations for third parties. Also through our Credit Cards and Other Investments segment, we are engaged in limited investment activities in ancillary finance, technology and other businesses as we seek to build new products and relationships that could allow for greater utilization of our expertise and infrastructure. Lastly, we report within our Credit Cards and Other Investments segment the income it earns associated with its investments in two equity-method investees—one that holds credit card receivables for which we are the servicer and another that holds structured financing notes underlying credit card receivables for which we are the servicer.

In the current environment, the recurring cash flows we receive within our Credit Cards and Other Investments segment principally include those associated with (1) servicing compensation, (2) distributions from one of our equity-method investees that in March 2011 purchased and now holds all of the outstanding notes issued out of our U.K. Portfolio structured financing trust, (3) unencumbered credit card receivables portfolios that have already generated enough cash to allow for the repayment of their underlying structured financing facilities, and (4) our private label merchant credit activities.

We historically financed most of our credit card receivables through the asset-backed securitization markets. These markets deteriorated significantly in 2008, and the level of “advance rates,” or leverage against credit card receivable assets, in the current asset-backed securitization markets is far below pre-2008 levels. Considering this reality and U.S. regulatory constraints on credit card asset returns, we have concluded that we cannot achieve our desired returns on equity through U.S. credit card lending.  We continue, however, to originate credit cards in the U.K. because we believe the U.K. environment to be more favorable than the U.S. toward possible significant credit card origination growth in the future.  Additionally, we believe that our private label merchant credit activities are generating and will continue to generate attractive returns on assets, thereby allowing us to secure debt financing under terms and conditions (including advance rates and pricing) that will allow us to achieve our desired returns on equity, and we continue to aggressively grow in this area.

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Within our Auto Finance segment, our CAR subsidiary operations principally purchase and/or service loans secured by automobiles from or for a pre-qualified network of independent automotive dealers and automotive finance companies in the buy-here, pay-here, used car business. Offerings have also been expanded to provide floor-plan financing to this same group of dealers and finance companies. We purchase the auto loans at a discount and with dealer retentions or holdbacks that provide risk protection. Also within our Auto Finance segment, we are collecting on portfolios of auto finance receivables that we previously originated through franchised and independent auto dealers in connection with prior business activities, as well as providing certain lending products in addition to our traditional loans secured by automobiles.

In August 2012, we sold to Flexpoint Fund II, L.P. for $130.5 million our Investments in Previously Charged-Off Receivables segment, including its balance transfer card operations, the credit card receivables (and underlying activities) of which were historically reflected within our Credit Cards and Other Investments segment. The sales price included (1) $119.7 million at closing, which included a $13.0 million note receivable that was subsequently paid and $10.0 million initially held in an indemnification-related escrow account that was released to us in cash on August 5, 2013, and (2) an additional $10.8 million in cash we received in the fourth quarter of 2012 upon the achievement of certain targets. For the three and six months ended June 30, 2012, the results of these operations are reported within our income from discontinued operations category on our consolidated statements of operations.

Subject to the availability of growth capital at attractive terms and pricing, our shareholders should expect us to continue to evaluate and pursue a variety of activities, including:  (1) the acquisition of additional credit card receivables portfolios, and potentially other financial assets that are complementary to our financially underserved credit business including our private label merchant credit activities; (2) investments in other assets or businesses that are not necessarily financial services assets or businesses; (3) additional opportunities to repurchase our convertible senior notes and other debt or our outstanding common stock; and (4) servicing credit card receivables and other assets for third parties (and in which we have limited or no equity interests) to allow us to leverage our expertise and infrastructure.

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CONSOLIDATED RESULTS OF OPERATIONS

							Income
	For the Three Months Ended June 30,						Increases (Decreases)
(In Thousands)	2013			2012			from 2012 to 2013
Total interest income	$	16,765		$	23,059		$	(6,294	)
Interest expense	(5,866		)	(7,325		)	1,459
Fees and related income on earning assets:
Fees on credit products	5,385			4,031			1,354
Changes in fair value of loans and fees receivable recorded at fair value	8,342			26,942			(18,600		)
Changes in fair value of notes payable associated with structured financings recorded at fair value	(970		)	(16,073		)	15,103
Other	(2,538		)	(469		)	(2,069		)
Other operating income:
Servicing income	2,604			968			1,636
Other income	316			639			(323		)
Equity in income equity-method investees	957			3,539			(2,582		)
Total	$	24,995		$	35,311		$	(10,316	)
Losses upon charge off of loans and fees receivable recorded at fair value	4,351			17,275			12,924
Provision for losses on loans and fees receivable recorded at net realizable value	6,670			5,952			(718		)
Other operating expenses:
Salaries and benefits	4,371			4,800			429
Card and loan servicing	10,849			10,726			(123		)
Marketing and solicitation	2,586			630			(1,956		)
Depreciation	418			348			(70		)
Other	5,078			6,223			1,145
Net loss	(9,790		)	(5,956		)	(3,834		)
Net (income) loss attributable to noncontrolling interests	(59		)	211			(270		)
Net loss attributable to controlling interests	(9,849		)	(5,745		)	(4,104		)
Income from discontinued operations before income tax	—			5,276			(5,276		)

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							Income
	For the Six Months Ended June 30,						Increases (Decreases)
(In Thousands)	2013			2012			from 2012 to 2013
Total interest income	$	36,700		$	48,391		$	(11,691	)
Interest expense	(11,638		)	(18,176		)	6,538
Fees and related income on earning assets:
Fees on credit products	9,301			6,994			2,307
Changes in fair value of loans and fees receivable recorded at fair value	25,065			82,871			(57,806		)
Changes in fair value of notes payable associated with structured financings recorded at fair value	(15,575		)	(25,390		)	9,815
Other	(1,766		)	(177		)	(1,589		)
Other operating income:
Servicing income	5,205			2,232			2,973
Other income	2,452			1,451			1,001
Equity in income equity-method investees	5,264			9,556			(4,292		)
Total	$	55,008		$	107,752		$	(52,744	)
Losses upon charge off of loans and fees receivable recorded at fair value	10,149			72,903			62,754
Provision for losses on loans and fees receivable recorded at net realizable value	9,952			8,455			(1,497		)
Other operating expenses:
Salaries and benefits	8,780			10,467			1,687
Card and loan servicing	21,528			21,190			(338		)
Marketing and solicitation	4,521			1,446			(3,075		)
Depreciation	791			776			(15		)
Other	11,156			13,198			2,042
Net loss	(12,777		)	(10,462		)	(2,315		)
Net (income) loss attributable to noncontrolling interests	(80		)	285			(365		)
Net loss attributable to controlling interests	(12,857		)	(10,177		)	(2,680		)
Income from discontinued operations before income tax	—			11,150			(11,150		)

Three and Six Months Ended June 30, 2013, Compared to Three and Six Months Ended June 30, 2012

Total interest income. Total interest income consists primarily of finance charges and late fees earned on our credit card, private label merchant credit, and auto finance receivables.  The decline period over period is due to continued net liquidations of our credit card and auto finance receivables over the past year. Moreover, absent the effects of possible portfolio acquisitions, we expect our ongoing total interest income to decline for the next several quarters along with continuing expected net liquidations of our credit card and auto finance receivables.  The reductions may be offset to a limited extent by expected growth in our private label merchant credit product and U.K. credit card product.

Interest expense. The decrease in interest expense is due to (1) our debt facilities being repaid commensurate with net liquidations of the underlying credit card receivables and auto finance receivables that serve as collateral for the facilities, and (2) the effects of our May 2012 repayment of substantially all of our 3.625% convertible senior notes as discussed in Note 9, “Convertible Senior Notes,” to our consolidated financial statements.  Despite limited new borrowings as evidenced within Note 8, “Notes Payable,” to our consolidated financial statements and the effects of our convertible senior notes issuance discount accretion in increasing monthly interest expense amounts in the future, we expect lower interest expense in future 2013 quarters relative to comparable prior year quarters.

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Fees and related income on earning assets.  The significant factors affecting our differing levels of fees and related income on earning assets include:

•     Our 2013 increases in fees on credit products, principally due to fee billings on credit card accounts in the U.K., as well as fee billings associated with our growing private label merchant credit offerings;

• Our $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, such charge off causing the loss reflected in the "Other" category within our schedule of fees and related income on earning assets; and

• The effects of changes in the fair values of credit card receivables recorded at fair value and notes payable associated with structured financings recorded at fair value as addressed below.

Given expected net liquidations in our credit card receivables (absent possible portfolio acquisitions) in the future, we expect our change in fair value of credit card receivables recorded at fair value and our change in fair value of notes payable associated with structured financings recorded at fair value amounts to gradually diminish (absent significant changes in the assumptions used to determine these fair values) in the future. These amounts, however, are subject to potentially high levels of volatility if we experience changes in the quality of our credit card receivables or if there are significant changes in market valuation factors (e.g., interest rates and spreads) in the future. Such volatility will be muted somewhat, however, by the offsetting nature of the receivables and underlying debt being recorded at fair value and with the expected reductions in the face amounts of such outstanding receivables and debt as we experience further credit card receivables liquidations and associated debt amortizing repayments.

Servicing income.  We earn servicing compensation by servicing loan portfolios for third parties (including our equity-method investees), and we recently have entered into servicing agreements with new third parties, which account for our higher second quarter and year-to-date 2013 servicing income relative to the prior year periods.  Unless and/or until we grow the number of contractual servicing relationships we have with third parties or our current relationships grow their loan portfolios, we will not experience significant growth and income within this category.

Other income.  Historically included within our other income category are ancillary and interchange revenues, which are now relatively insignificant for us due to our credit card account closures and net credit card receivables portfolio liquidations. Absent portfolio acquisitions, we do not expect significant ancillary and interchange revenues in the future. Also included within our other income category are certain reimbursements we received in respect of one of our portfolios; these other income inclusions were negligible in 2012 and in the second quarter of 2013, but were more significant in the first quarter of 2013. This accounts for the increase in other income for the six months ended June 30, 2013 versus the six months ended 2012, despite our slightly lower other income in the second quarter of 2013 versus the second quarter of 2012.

Equity in income of equity-method investees.  Because our equity-method investees use the fair value option to account for their financial assets and liabilities, changes in fair value estimates can cause some volatility in the earnings of these investees as occurred between the first and second quarters of 2013. Although we increased our equity interest in one of our two equity-method investees in the second quarter of 2013, because of continued liquidations in their financial assets (a credit card receivables portfolio held by one equity-method investee and structured financing notes held by the other), absent additional investments in our existing or in new equity-method investees in the future, we expect gradually declining effects from our equity-method investments on our operating results. This is consistent with our experiences for the six months ended June 30, 2013 versus the six months ended June 30, 2012.

Losses upon charge off of loans and fees receivable recorded at fair value. This account reflects charge offs (net of recoveries) of the face amount of credit card receivables we record at fair value on our consolidated balance sheet. We have experienced a general trending decline in, and we expect future trending declines in, these charge offs as we continue to liquidate our credit card receivables. Additionally, our net losses in 2013 reflect reimbursements received in respect of one of our portfolios.

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Provision for losses on loans and fees receivable recorded at net realizable value.  Our provision for losses on loans and fees receivable recorded at net realizable value covers, with respect to such receivables, the aggregate loss exposures on (1) principal receivable balances, (2) finance charges and late fees receivable underlying income amounts included within our total interest income category, and (3) other fees receivable. We have experienced year over year increases in this category between 2012 and 2013 due to the effects of initial elevated losses incurred on new credit product testing and more recently growth in our new product lines. For the foreseeable future, we expect growth in new product receivables recorded at net realizable value to exceed liquidations of our auto finance receivables recorded at net realizable value. Accordingly, we expect increases in our provisions for losses on loans and fees receivable recorded at net realizable value in future quarters—such increases predominantly expected to reflect the effects of volume (i.e., growth of new product receivables), rather than credit quality changes or deterioration. Based on experience with some of our new products (in particular our U.K. credit card product) in 2012, we expect modest net improvements in the credit quality of our new product receivables throughout 2013. See Note 2, “Significant Accounting Policies and Consolidated Financial Statement Components,” to our consolidated financial statements and the discussions of our Credit Cards and Other Investments and Auto Finance segments for further credit quality statistics and analysis.

Total other operating expense. Total other operating expense variances for the three and six months ended June 30, 2013 relative to the three and six months ended June 30, 2012 reflect the following:

• modestly diminished salaries and benefits costs resulting from our ongoing cost-cutting efforts as we continue to adjust our internal operations to reflect the declining size of our existing portfolios;

• card and loan servicing expenses that are slightly higher in 2013 based on new product efforts, the cost of such efforts overshadowing the cost effects of continuing credit card and auto finance receivables portfolio liquidations;

• slightly increased depreciation reflecting modest capital investments by us associated with our new product efforts; and

• increases in marketing and solicitation costs consistent with our aforementioned new product efforts.

A large portion of our operating costs are variable based on the levels of accounts we market and receivables we service (both for our own account and for others) and the pace and breadth of our search for, acquisition of and introduction of new business lines, products and services. However, a number of our operating costs are fixed and will over time comprise a larger percentage of our total costs given the ongoing contraction of our credit card and auto finance loans and fees receivable levels. To this extent, our rate of cost reduction has slowed relative to the rate of contraction in loans and fees receivable. We do, however, attempt to maximize the utility that we get from our incurrence of fixed costs by our testing and exploration of new products and services and areas of investment, and we continue to perform extensive reviews of all areas of our businesses for cost savings opportunities to better align our costs with our net liquidating portfolio of managed receivables.

Notwithstanding our cost-cutting efforts and focus, while it is relatively easy for us to scale back our variable expenses, it is much more difficult (to which we alluded above) for us to appreciably reduce our fixed and other costs associated with an infrastructure (particularly within our Credit Cards and Other Investments segment) that was built to support growing managed receivables and levels of managed receivables that are significantly higher than both our current levels and the levels that we expect to see in the near future. At this point, our Credit Cards and Other Investments segment cash inflows are sufficient to cover its direct variable costs and a portion, but not all, of its share of overhead costs (including, for example, corporate-level executive and administrative costs and our convertible senior notes interest costs). As such, if we are not successful in further reducing overhead costs or expanding revenue-earning activities to levels commensurate with such costs, then, depending upon the sufficiency of excess cash flows and earnings generated from our Auto Finance segment and those credit card portfolios that have repaid their underlying structured financing facilities, we may experience continuing pressure on our liquidity position and our ability to be profitable.

Noncontrolling interests.  We reflect the ownership interests of noncontrolling holders of equity in our majority-owned subsidiaries as noncontrolling interests in our consolidated statements of operations. Unless we enter into significant new majority-owned subsidiary ventures with noncontrolling interest holders in the future, we expect to have negligible noncontrolling interests in our majority-owned subsidiaries and negligible allocations of income or loss to noncontrolling interest holders in future quarters.

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

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(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 position, 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.

Credit Cards and Other Investments Segment

Our Credit Cards and Other Investments segment includes our continuing activities relating to investments in and servicing of our various credit card receivables portfolios, as well as other investments and products that are not yet material to our overall financial position but which generally utilize much of the same infrastructure as our credit card operations.

The types of revenues we earn from our credit product activities primarily include finance charges, late fees, over-limit fees, annual fees, activation fees, monthly maintenance fees, returned-check fees and cash advance fees. Also, while insignificant currently, revenues (during previous periods of broad credit card account origination and in which significant numbers of credit card accounts were open to cardholder purchases) also have included those associated with (1) our sale of ancillary products such as memberships, subscription services and debt waiver, as well as (2) interchange fees representing a portion of the merchant fee assessed by card associations based on cardholder purchase volumes underlying credit card receivables.

We record (i) the finance charges and late fees assessed on our Credit Cards and Other Investments segment credit products in the interest income consumer loans category, including past due fees category on our consolidated statements of operations, (ii) the over-limit, annual, monthly maintenance, returned-check, cash advance and other fees in the fees and other income on earning assets category on our consolidated statements of operations, and (iii) the charge offs (and recoveries thereof) within our provision for losses on loans and fees receivable on our consolidated statements of operations (for all credit product receivables other than those credit card receivables underlying formerly off-balance-sheet securitization structures) and within losses upon charge off of loans and fees receivable recorded at fair value on our consolidated statements of operations (for all of our other credit card receivables underlying formerly off-balance-sheet securitization structures for which we have elected the fair value option). Additionally, we show the effects of fair value changes for those credit card receivables for which we have elected the fair value option as a component of fees and related income on earning assets in our consolidated statements of operations.

We historically have originated and purchased credit card portfolios through subsidiary entities. Generally, if we control through direct ownership or exert a controlling interest in the entity, we consolidate it and reflect its operations as noted above. If we exert significant influence but do not control the entity, we record our share of its net operating results in the equity in income of equity-method investees category on our consolidated statements of operations.

Background

We make various references within our discussion of the Credit Cards and Other Investments segment to our managed receivables. In calculating managed receivables data, we include within managed receivables those receivables we manage for our consolidated subsidiaries, but we exclude from managed receivables any noncontrolling interest holders’ shares of the receivables. Additionally, we include within managed receivables only our economic share of the receivables that we manage for our equity-method investees.

Financial, operating and statistical data based on aggregate managed receivables are important to any evaluation of our performance in managing our credit card portfolios, including our underwriting, servicing and collecting activities and our valuing of purchased receivables. In allocating our resources and managing our business, management relies heavily upon financial data and results prepared on this “managed basis.” Analysts, investors and others also consider it important that we provide selected financial, operating and statistical data on a managed basis because this allows a comparison of us to others within the specialty finance industry. Moreover, our management, analysts, investors and others believe it is critical that they understand the credit performance of the entire portfolio of our managed receivables because it reveals information concerning the quality of loan originations and the related credit risks inherent within the portfolios.

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Reconciliation of the managed receivables data to our GAAP financial statements requires: (1) an understanding that our managed receivables data are based on billings and actual charge offs as they occur, without regard to any changes in our allowance for uncollectible loans and fees receivable or any changes in the fair value of loans and fees receivable and their associated structured financing notes; (2) inclusion of our economic share of (or equity interest in) the receivables we manage for our equity-method investees; (3) removal of any noncontrolling interest holders’ shares of the managed receivables underlying our GAAP consolidated results; (4) treatment of the transaction in which our 50%-owned equity-method investee acquired our U.K. Portfolio structured financing trust notes (a) as a deemed sale of the U.K. Portfolio trust receivables at their face amount, (b) followed by the 50%-owned equity-method investee’s deemed repurchase of such receivables for consideration equal to the discounted purchase price that it paid for the notes, and (c) as though the difference between the deemed face amount and the deemed discounted repurchase price of the receivables is to be treated as credit quality discount to be accreted into managed earnings as a reduction of net charge offs over the remaining life of the receivables; and (5) the exclusion from our managed receivables data of periodic reimbursements received in respect of one of our portfolios which resulted in pre-tax income benefits within our total interest income, fees and related income on earning assets, losses upon charge off of loans and fees receivable recorded at fair value, net of recoveries, other income, servicing income, and equity in income of equity-method investees line items on our consolidated statements of operations totaling approximately $1.7 million for the three months ended June 30, 2013, and $5.6 million for the three months ended March 31, 2013. This last category of reconciling items above is excluded because it does not bear on our performance in managing our credit card portfolios, including our underwriting, servicing and collecting activities and our valuing of purchased receivables; moreover, it is difficult to determine the future income effects of any reimbursement payments that may be received.

We typically have purchased credit card receivables portfolios at substantial discounts. In our managed basis statistical data, we apply a portion of these discounts against receivables acquired for which charge off is considered likely, including accounts in late stages of delinquency at the date of acquisition; this portion is measured based on our acquisition date estimate of the shortfall of cash flows expected to be collected on the acquired portfolios relative to the face amount of receivables represented within the acquired portfolios. We refer to the balance of the discount for each purchase not needed for credit quality as accretable yield, which we accrete into net interest margin in our managed basis statistical data using the interest method over the estimated life of each acquired portfolio. As of the close of each financial reporting period, we evaluate the appropriateness of the credit quality discount component and the accretable yield component of our acquisition discount based on actual and projected future results.

Asset Quality

Our delinquency and charge-off data at any point in time reflect the credit performance of our managed receivables. The average age of the accounts underlying our receivables, the timing of portfolio purchases, the success of our collection and recovery efforts and general economic conditions all affect our delinquency and charge-off rates. The average age of the accounts underlying our receivables portfolio also affects the stability of our delinquency and loss rates. We consider this delinquency and charge-off data in our determination of the fair value of our credit card receivables underlying formerly off-balance-sheet securitization structures, as well as our allowance for uncollectible loans and fees receivable in the case of our other credit product receivables that we report at net realizable value. Our strategy for managing delinquency and receivables losses consists of account management throughout the customer relationship. This strategy includes credit line management and pricing based on the risks. See also our discussion of collection strategies under the “How Do We Collect from Our Customers?” in Item 1, “Business,” of our Annual Report on Form 10-K for the year ended December 31, 2012.

The following table presents the delinquency trends of the receivables we manage within our Credit Cards and Other Investments segment, as well as charge-off data and other managed loan statistics (in thousands; percentages of total):

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	At or for the Three Months Ended
	2013						2012												2011
	June. 30			Mar. 31			Dec. 31			Sept. 30			Jun. 30			Mar. 31			Dec. 31			Sept. 30
Period-end managed receivables	$	252,036		$	263,265		$	294,167		$	326,557		$	356,897		$	401,394		$	480,355		$	540,023
Period-end managed accounts	248			245			256			281			309			340			390			431
Percent 30 or more days past due	9.2		%	9.4		%	10.0		%	11.0		%	9.9		%	10.4		%	13.0		%	12.6		%
Percent 60 or more days past due	6.3		%	7.0		%	7.2		%	8.1		%	6.9		%	7.9		%	9.7		%	8.9		%
Percent 90 or more days past due	4.3		%	4.9		%	5.1		%	5.8		%	4.6		%	5.9		%	6.9		%	6.2		%
Average managed receivables	$	255,669		$	277,457		$	309,025		$	340,628		$	378,227		$	438,601		$	511,834		$	580,212
Combined gross charge-off ratio	16.9		%	18.5		%	16.5		%	15.3		%	20.7		%	53.9		%	19.3		%	20.9		%
Net charge-off ratio	13.9		%	15.7		%	14.4		%	13.1		%	16.8		%	47.4		%	15.2		%	16.7		%
Adjusted charge-off ratio	12.2		%	14.1		%	12.7		%	11.4		%	15.1		%	30.6		%	12.2		%	13.9		%
Total yield ratio	31.8		%	29.4		%	15.7		%	23.5		%	24.2		%	22.9		%	23.2		%	19.2		%
Gross yield ratio	21.1		%	20.6		%	18.1		%	19.2		%	19.9		%	18.9		%	18.6		%	19.3		%
Net interest margin	13.2		%	14.0		%	12.3		%	13.5		%	13.3		%	10.4		%	12.6		%	13.4		%
Other income ratio	10.3		%	8.1		%	(2.9		)%	3.9		%	3.5		%	2.7		%	3.7		%	(1.0		)%
Operating ratio	25.7		%	25.2		%	7.3		%	18.5		%	18.2		%	15.3		%	12.1		%	12.3		%

Managed receivables.The consistent quarterly declines in our period-end and average managed receivables over the last eight quarters reflect the net liquidating state of our credit card receivables portfolios given our closure largely in 2008 and 2009 of substantially all credit card accounts underlying the portfolios. Moreover, although we are marketing the origination of credit card accounts in the U.K., we have curtailed our U.S. credit card marketing efforts. Despite fairly rapid receivables growth we are experiencing and expect over the coming quarters for our private label merchant credit offerings and for those credit card accounts opened in the U.K., we do not anticipate receivables additions in the near term sufficient to offset the receivables balance contractions noted above.

Delinquencies. Delinquencies have the potential to impact net income in the form of net credit losses. Delinquencies also are costly in terms of the personnel and resources dedicated to resolving them. We intend for the account management strategies we use on our portfolio to manage and, to the extent possible, reduce the higher delinquency rates that can be expected in a more mature managed portfolio such as ours. These account management strategies include conservative credit line management, purging of inactive accounts and collection strategies intended to optimize the effective account-to-collector ratio across delinquency categories. We further describe these collection strategies under the heading “How Do We Collect from Our Customers?” in Item 1, “Business” of our Annual Report on Form 10-K for the year ended December 31, 2012.  We measure the success of these efforts by measuring delinquency rates. These rates exclude accounts that have been charged off.

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Given that our accounts primarily consist of closed credit card accounts with no significant account actions taken in the past several quarters, we would expect to see lower delinquency and charge-off statistics associated with our more mature portfolios. This trend is bearing out as noted in the trending year-over-year declines in our delinquency statistics relative to corresponding dates in prior years and is consistent with our expectations for the next few quarters. We do note, however, the effects on our first quarter 2012 delinquency and charge-off statistics of a unique transaction opportunity.  In that quarter, we sold for a total of $10.4 million, a price that we viewed as attractive, $44.0 million in face value of our U.K. portfolio credit cards receivable associated with late-stage delinquent accounts that had not yet reached the 180-day charge-off threshold.  These receivables had a GAAP carrying value of $9.8 million on the sale date, thereby rendering an insignificant gain upon their sale.  This transaction had two effects on our managed receivables data:  (1) the future periods’ charge off of these receivables was accelerated into the first quarter of 2012 through our treatment of the accounts as having been charged off in all of our managed receivables charge-off ratios contemporaneous with the sale of these receivables; and (2) the removal of these late-stage delinquent accounts from our March 31, 2012 managed receivables balances contributed to a better-than-typical improvement in our delinquency statistics as of March 31, 2012 and June 30, 2012.  Given this acceleration, we experienced a slight increase in our delinquency rates as of September 30 and December 31, 2012, in part due to the aforementioned transaction, but also in part to the effects of higher delinquency rates associated with our 2012 credit card originations in the U.K.  Notwithstanding potential increases in the number of accounts we originate in the U.K. (which tend to have higher yields as well as higher delinquency rates) as well as accounts associated with our private label merchant credit products, we still expect continuing future trending declines in our delinquency rates when compared to similar prior year periods albeit at reduced levels. As we expand and grow our new product offerings and their receivables become a larger component of our managed receivables base, our delinquency rates are expected to increase slightly as the risk profiles (and thus expected returns) for these receivables are higher than that experienced under our current mix of largely mature credit card receivables underlying closed credit card accounts.

Charge offs. We generally charge off our Credit Card and Other Investments segment receivables when they become contractually 180 days past due or within 30 days of notification and confirmation of a customer’s bankruptcy or death. However, if a cardholder makes a payment greater than or equal to two minimum payments within a month of the charge-off date, we may reconsider whether charge-off status remains appropriate. Additionally, in some cases of death, receivables are not charged off if, with respect to the deceased customer’s account, there is a surviving, contractually liable individual or an estate large enough to pay the debt in full.

Certain of our prior originated credit card offerings have higher charge offs relative to their average managed receivables balances, than do our other portfolios. Due to the recent higher rate of decline in these particular originated receivables relative to all of our other outstanding credit card receivables, all things being equal, one would expect reduced charge-off ratios. This is supported by the above overall trend of declining year-over-year quarterly charge-off rates in all quarters but the first quarter of 2012. This trend is muted to some degree, however, for our net charge-off ratio and our adjusted charge-off ratio (as discussed in more detail below) simply due to a change in the mix of our charge offs toward a higher relative level of principal charge offs versus finance and fee charge offs.

All of our charge-off ratios were skewed higher during the first quarter of 2012 by reason of the unique transaction opportunity mentioned in our Delinquenciesdiscussion above. Since that quarter, however, we have experienced a general trending decline in our quarterly charge-off ratios. Such ratios have declined significantly thus far in 2013 (and even more in the second quarter than in the first quarter thereof) based largely on the effects of lower charge offs associated with ongoing credit card origination efforts in the U.K. and the longer weighted average age and maturity of our managed receivables portfolio. We expect generally stable charge off rates in future 2013 quarters within the range of those rates experienced thus far in the first and second quarters of 2013 with some slightly adverse fluctuations due to continued testing and expansion of our credit card operations in the U.K. We reach this expectation considering (1) the age, maturity and stability of our portfolio of generally liquidating receivables associated with closed credit card accounts and (2) higher expected charge off rates that we should experience on our new U.K. credit card originations.

Combined gross charge-off ratio. See the above general Charge offs discussion.

Net charge-off ratio. See the above general Charge offs discussion.

Adjusted charge-off ratio.This ratio reflects our net charge offs, less credit quality discount accretion with respect to our acquired portfolios. Therefore, its trend-line should follow that of our net charge-off ratio, adjusted for the diminishing impact of past portfolio acquisitions and for the additional impact of new portfolio acquisitions. Although one would expect the gap between the net charge-off ratio and the adjusted charge-off ratio to gradually narrow over time absent portfolio acquisitions, the unique transaction opportunity mentioned in our Delinquenciesdiscussion above caused a significant

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widening of the gap between the net charge-off ratio and the adjusted charge-off ratio in the first quarter of 2012. That transaction opportunity caused our first quarter 2012 charge offs to be comprised of a disproportionately higher level of U.K. Portfolio charge offs than normal (for which significant levels of credit quality discount were accreted in the adjusted charge-off ratio computation in the first quarter of 2012).

Total yield ratio and gross yield ratio. As noted previously, the mix of our managed receivables generally has shifted away from certain higher-yielding credit card receivables that we originated prior to 2008. Those particular originated receivables have higher delinquency rates and late and over-limit fee assessments than do our other portfolios, and thus have higher total yield and gross yield ratios as well. Accordingly, we would expect to see a slight generally trending decline in our total yield and gross yield ratios consistent with disproportionate reductions in these particular originated receivables due to their higher charge-off levels over the past several quarters.  Our total and gross yield ratios also have been adversely affected over the past several quarters by our 2007 U.K. Portfolio acquisition. Its total and gross yields are below average as compared to our other portfolios, and the rate of decline in receivables in this portfolio has lagged behind the rate of decline in receivables in our other portfolios, thus continuing to suppress our yield ratios.

Notwithstanding the above, our generally declining total and gross yield ratio trends have largely been reversed due to growth in our newer higher yielding products, including our private label merchant credit product and our new U.K. credit card products. While this growth has contributed to increases in our total and gross yield ratios, we expect the U.K. credit card accounts in particular to slow the rate of decline in our charge-off rates as the accounts season, mature, and charge off at higher rates than we currently experience on our liquidating pool of credit card receivables associated with closed credit card accounts.  We anticipate continued growth in our new higher yielding products throughout 2013 and continued positive effects of this growth on our total and gross yield ratios.  Given the above, we expect our total and gross yield ratios to moderate for the foreseeable future at comparable levels to those we experienced in the second quarter of 2012.

We saw exceptions to our generally improving total yield ratio trend-lines wherein our fourth quarter 2012 and third quarter 2011 total yield ratios were depressed by respective $5.5 million and $5.3 million write-downs of our investments in non-marketable debt and equity securities.  Absent these write-downs, our total yield ratios would have been 22.9% in both the fourth quarter of 2012 and the third quarter of 2011. The write-offs and write-downs addressed in this paragraph also adversely impacted our Other Income ratios as discussed below.

Net interest margin. Because of the significance of the late fees charged on certain higher-yielding credit card receivables that we originated prior to 2008 as a percentage of outstanding receivables balances, we generally would expect our net interest margin to decrease as these particular originated receivables become a smaller percentage of our overall managed receivables. Accordingly, the disproportionate reductions we have experienced in these particular originated credit card receivables levels is the principal factor that has contributed to the continued general declining trend in our net interest margins relative to those experienced in prior years. Also depressing our net interest margins beginning in earnest in the second quarter of 2013 are recent borrowings to fund new merchant credit product offerings and U.K. credit card originations at higher interests costs than we incur with respect to legacy credit card structured financing facilities.

Our net interest margin also is affected by the effects of our 2007 U.K. Portfolio acquisition. The net interest margin for this portfolio is below the weighted average rate of our other portfolios, and the impact of this portfolio continues to be felt as our originated portfolios continue to decline in size at a faster pace than our acquired U.K. Portfolio, thus increasing the impact of this portfolio’s lower net interest margin on the overall results.

We expect a relatively stable net interest margin in the low to mid teens for the foreseeable future, with some modest trending improvements to the net interest margin associated with growth in our newer private label merchant credit and U.K. credit card products, which have higher interest and late payment yields than those of our credit card receivables underlying closed credit card accounts.

Other income ratio.We generally expect our other income ratio to decrease as certain higher-yielding credit card receivables that we originated prior to 2008 become a smaller percentage of our overall managed receivables. When underlying open accounts, these particular originated receivables generated significantly higher annual membership, over-limit, monthly maintenance and other fees than do our other portfolios. Consequently, the closure of credit card accounts and the mix change discussed above under which these particular higher-yielding originated receivables comprise a much smaller percentage of our total receivables account in significant part for our low other income ratios.

Negatively affecting our other income ratio for the third quarter of 2011 were $5.3 million of losses that we recognized due to other-than-temporary declines in the values of non-marketable debt securities in which we had previously invested; excluding the impact of these write-downs, our other income ratio would have been 2.1%.  Similarly in the fourth quarter of

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2012, we experienced other-than-temporary declines in the values of non-marketable debt and equity securities in the amount of $5.5 million; excluding the impact of these write-downs, our other income ratio would have been 4.3%.  

Given the above occurences in prior quarters, our first and second quarter of 2013 other income ratios are more representative of our current state, and we expect for the foreseeable future to experience other income ratios generally comparable to that in the second quarter of 2013.

Operating ratio.Although we have been highly focused on expense reduction and cost control efforts, our managed receivables levels are generally falling at faster rates than the rates at which we have been able thus far to reduce our costs (particularly when considering our fixed infrastructure costs and costs of other non-receivables-based business initiatives and investments). This accounts for the trend-line of generally increasing operating ratios over the past several quarters.  In the fourth quarter of 2012, this trend was significantly offset due to the receipt of $10.0 million from a lender to compensate us for excess costs we incurred for the benefit of the lender in servicing a credit card portfolio that collateralized the lender’s loan to us; excluding the impact of this payment, our operating ratio would have been 20.2%.  The operating ratio increases seen in 2013 are a reflection of the fixed infrastructure costs mentioned above as well as some increases in operating costs associated with growth in new product lines.

Auto Finance Segment

Our Auto Finance segment historically included a variety of auto sales and lending activities.

Our original platform, CAR, acquired in April 2005, principally purchases and/or services loans secured by automobiles from or for and also provides floor-plan financing for a pre-qualified network of independent automotive dealers and automotive finance companies in the buy-here, pay-here used car business.  We have expanded these operations to also include certain installment lending products in addition to our traditional loans secured by automobiles.  While not currently material, these loans could represent a meaningful investment in the future.

We also historically owned substantially all of JRAS, a buy-here, pay-here dealer we acquired in 2007 and operated from that time until our disposition of certain JRAS operating assets in the first quarter of 2011.

Additionally, our ACC platform acquired during 2007 historically purchased retail installment contracts from franchised car dealers. We ceased origination efforts within the ACC platform during 2009 and outsourced the collection of its portfolio of auto finance receivables.

Collectively, we currently serve more than 645 dealers through our Auto Finance segment in 35 states.

Managed Receivables Background

For reasons set forth previously within our Credit Cards and Other Investments segment discussion, we also provide managed-receivables-based financial, operating and statistical data for our Auto Finance segment. Reconciliation of the auto finance managed receivables data to our GAAP financial statements requires an understanding that our managed receivables data are based on billings and actual charge offs as they occur, without regard to any changes in our allowance for uncollectible loans and fees receivable.

Analysis of Statistical Data

Financial, operating and statistical metrics for our Auto Finance segment are detailed (dollars and numbers of accounts in thousands; percentages of total) in the following table:

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	At or for the Three Months Ended
	2013						2012												2011
	Jun. 30			Mar. 31			Dec. 31			Sept. 30			Jun. 30			Mar. 31			Dec. 31			Sept. 30
Period-end managed receivables	$	60,706		$	60,449		$	64,158		$	67,858		$	72,886		$	75,275		$	87,755		$	99,237
Period-end managed accounts	22			22			23			23			24			24			26			27
Percent 30 or more days past due	12.1		%	10.0		%	14.0		%	13.3		%	10.7		%	8.3		%	12.8		%	11.9		%
Percent 60 or more days past due	3.6		%	3.6		%	5.0		%	5.4		%	3.6		%	3.3		%	4.9		%	4.7		%
Percent 90 or more days past due	1.1		%	1.5		%	2.1		%	2.4		%	1.1		%	1.6		%	2.1		%	2.3		%
Average managed receivables	$	60,359		$	61,803		$	65,065		$	69,538		$	75,877		$	80,503		$	92,719		$	106,881
Gross yield ratio	39.2		%	38.9		%	36.8		%	35.3		%	35.2		%	33.9		%	36.3		%	35.5		%
Adjusted charge-off ratio	3.6		%	1.7		%	5.9		%	3.9		%	4.2		%	8.2		%	8.3		%	9.8		%
Recovery ratio	2.2		%	5.1		%	3.5		%	3.9		%	4.7		%	6.0		%	7.1		%	5.6		%
Net interest margin	36.9		%	35.5		%	35.6		%	23.8		%	32.0		%	17.0		%	24.4		%	25.6		%
Other income ratio	(13.7		)%	2.5		%	3.8		%	2.7		%	2.3		%	2.3		%	1.4		%	1.2		%
Operating ratio	29.8		%	28.9		%	26.1		%	24.7		%	24.0		%	29.9		%	21.3		%	19.5		%

Managed receivables.  Average managed receivables have gradually declined because we curtailed purchasing and origination activities within our ACC and JRAS operations prior to 2011. For all of the periods set forth above, only CAR continues to purchase/originate loans, but until the second quarter of 2013, it had not done so at growth levels significant enough to offset the gradual liquidation of our ACC and JRAS portfolios’ managed receivables. As noted by the higher period-end managed receivables at June 30, 2013 than at March 31, 2013, ACC and JRAS managed receivables are substantially liquidated at this point, and we are beginning to see and expect moderate future net growth in our managed receivables as we modestly expand our CAR operations.

Delinquencies.  Our ACC and JRAS receivables are substantially liquidated and are at relatively insignificant levels relative to our better performing CAR receivables, which have significantly lower late stage (60 or more days past due) delinquency and charge-off rates; this fact and a recovering economy accounted for our generally improving delinquency statistics through the end of the second quarter of 2012. Because the JRAS and ACC receivables are relatively insignificant, we do not expect any material further improvements in our delinquency statistics associated with further liquidations of these receivables. Delinquencies rose somewhat within our CAR receivables portfolio in the third and fourth quarters of 2012, primarily due to seasonal patterns and a slightly weakened market. These delinquency rates abated in the first and second quarters of 2013 although they are still slightly higher than those experienced in the first and second quarters of 2012. In the first quarter of both years in particular, we saw the benefits of seasonally strong payment patterns associated with year-end tax refunds for most of our customers.  Delinquencies experienced in 2011 and early 2012 reflected historically low delinquency rates, and the current levels we are experiencing more closely represent what we would expect going forward. Even at the slightly elevated rates (when compared to last year), because we earn significant yields on CAR’s receivables and have significant dealer reserves (i.e., retainages or holdbacks on the amount of funding CAR provides to its dealer customers) to protect against credit losses, we are not generally concerned with modest fluctuations in delinquency rates and do not believe they will have a significantly positive or adverse impact on our results of operations.

Gross yield ratio, net interest margin and other income ratio.  With the exception of the first and third quarters of 2012, a general trend-line of improving net interest margins is evident relative to comparable prior year periods due in part to liquidation of the JRAS and ACC receivables, thereby causing the better-performing CAR receivables to comprise a greater

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percentage of our average managed auto finance receivables. The terms of our ACC debt facility provide that 37.5% of any cash flows (net of contractual servicing compensation) generated on the ACC auto finance receivables portfolio after repayment of the debt will be allocated to the debt holders as additional compensation for the use of their capital. Significant recent improvements in performance of the ACC receivables caused us to resume significant accruals of contingent interest expense under the ACC debt facility, and our accruals of such additional interest during the first and third quarters of 2012 caused the decline in our net interest margin relative to our improving net interest margin trend-line.  Because all principal under the ACC debt facility has now been repaid (and the only remaining obligation under the facility is for contingent interest that we have fully accrued at this point), we do not expect any significant future effects on our net interest margin associated with contingent interest under the ACC debt facility.

Consistent with our recent experiences, because our liquidating ACC and JRAS receivables are now largely insignificant relative to our total portfolio of auto finance receivables, the higher gross yields we achieve within our CAR operations generally are expected to continue to result in slightly higher trending gross yield ratios and net interest margins in future quarters relative to comparable prior year quarterly levels.

Typically, the principal income component within our other income ratio is servicing compensation that CAR receives for servicing loan portfolios for third parties.  This activity is relatively insignificant for us and is not expected to become significant for the foreseeable future. In the second quarter of 2013, however, we experienced a negative other income ratio (which corresponds with a GAAP Auto Finance segment loss during that quarter) caused by the adverse effects of a $2.4 million write-off of a note we had received from buyers of our JRAS buy-here, pay-here dealer operations that we sold in February 2011; excluding the impact of this write-off, our second quarter 2013 other income ratio would have been 1.9% (and we would have had GAAP Auto Finance segment income during that quarter).

Adjusted charge-off ratio and recovery ratio.  We generally charge off auto finance receivables when they are between 120 and 180 days past due, unless the collateral is repossessed and sold before that point, in which case we will record a charge off when the proceeds are received. The adjusted charge-off ratio reflects our net charge offs, less credit quality discount accretion with respect to our acquired portfolios.  Because our ACC receivables and the receivables of our JRAS operations that we retained in connection with the sale of our JRAS operations have declined and are now largely insignificant relative to our total portfolio of auto finance receivables and because of significantly improved performance of the ACC and JRAS receivables due both to the aging of the portfolios and some economic recovery and better than expected tax refund seasonal effects, our adjusted charge-off ratio has declined significantly. Our CAR receivables, which experience significantly lower charge offs, now comprise a more significant proportion of our average managed auto finance receivables—a factor that has contributed most significantly to our general trend-line of lower adjusted charge-off ratios. A large sale of repossessed autos at auction resulted in increased recoveries experienced in our ACC portfolio in the fourth quarter of 2011.  And, in the first quarter of 2013, we again experienced larger than anticipated recovery sales associated with our former JRAS operations, which helped to improve our recovery ratio and adjusted charge-off ratio in the first quarter of 2013.  We expect our recovery rate to fluctuate modestly from quarter to quarter due to the timing of the sale of repossessed autos, but more importantly, we expect our recovery rate to fall gradually with the declining effects of ACC and JRAS on our operations; CAR experiences significantly lower charge offs and recoveries than we experienced with respect to ACC and JRAS.

Operating ratio. We have experienced a modest general trend-line of increasing year-over-year operating ratios, which largely reflects the higher costs of our CAR operations as a percentage of receivables than such operating costs of our former ACC and JRAS operations as a percentage of their receivables in prior periods. (Such higher costs correspond with the significantly higher gross yield ratios and net interest margins within our CAR operations.) As noted above, our CAR receivables and operating costs now comprise a greater percentage of respective total Auto Finance segment receivables and operating costs given the gradual liquidation of ACC and JRAS receivables. Notwithstanding this general trend-line, we do not expect a significantly higher operating ratio for the foreseeable future.  The spike in the first quarter of 2012 operating ratio arose due to an impairment charge of $1.2 million recognized during that quarter associated with unfavorable terms on the sublease of our former ACC offices and certain non-recurring costs we incurred in the collection of our JRAS receivables.  Increases seen in 2013 relate to the expansion of our CAR operations in the U.S. Territories of Guam and Saipan (part of the Commonwealth of the Northern Mariana Islands) as well as the addition of a new operations branch in Missouri. As revenues from these locations continue to grow, we would expect to see our operating ratio fall back to levels more typical of those seen in the same quarters of 2012.

Future Expectations

Our CAR operations are performing well in the current environment (achieving consistent profitability) and are expected to continue at current levels for the foreseeable future. Generally offsetting these positive results are ACC and JRAS operations, which are expected to modestly depress overall Auto Finance segment results relative to CAR’s stand-alone results.

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However, because ACC’s and JRAS’s receivables are now substantially liquidated, they should have a small and further diminishing adverse future effect on the positive results we are experiencing within our CAR operations.  Additionally, as discussed above, modest expansions in 2013 will continue to have an initial negative impact on our operating ratio as we incur start-up costs associated with the new locations.

Liquidity, Funding and Capital Resources

We continue to see dislocation in the availability of attractively priced and termed liquidity as a result of the market disruptions that began in 2007. This ongoing disruption has resulted in a decline in liquidity available to fund sub-prime receivables, wider spreads above the underlying interest indices (typically LIBOR for our borrowings) for the loans that lenders are willing to make against credit card receivables, and a decrease in advance rates for those loans.  Moreover, the most recent global financial crisis differs in key respects from our experiences during other down economic and financing cycles. First, while we had difficulty obtaining asset-backed financing for our originated credit card portfolio activities at attractive advance rates in the previous down cycle (2001 through 2003), the credit spreads (above base pricing indices like LIBOR) at that time were not as wide (expensive) as those seen during the recent crisis. Additionally, while we were successful during that down cycle in obtaining asset-backed financing for credit card portfolio acquisitions at attractive advance rates, pricing and other terms, that financing has not been available from traditional market participants since the advent of the most recent crisis.

Although we are hopeful that the liquidity markets for sub-prime receivables ultimately will return to more traditional levels, we are not able to predict when or if that will occur, and we are managing our business with the assumption that such liquidity markets will not return to more traditional levels in the near term. We have closed substantially all of our credit card accounts (other than those associated with our originated U.K. accounts). And, to the extent possible given constraints thus far on our ability to reduce expenses at the same rate as our managed receivables are liquidating, we are managing our receivables portfolios with a goal of generating the necessary cash flows over the coming quarters for us to use in de-leveraging our business, while continuing to enhance shareholder value to the greatest extent possible. Our focus on liquidity has resulted in and will continue to result in growth and profitability trade-offs.

All of our Credit Cards and Other Investments segment’s structured financing facilities are expected to amortize down with collections on the receivables within their underlying trusts and should not represent significant refunding or refinancing risks to our consolidated balance sheet.  Additionally, we do not expect any imminent refunding or financing needs associated with our convertible senior notes given that the next redemption date for the remaining $0.5 million outstanding balance on our 3.625% convertible senior notes is May 30, 2015 and the remaining $139.5 million outstanding balance on our 5.875% convertible senior notes is not due for repayment until 2035. As such, the only facilities that could represent near-term refunding or refinancing needs as of June 30, 2013 are those associated with the following notes payable:

Amortizing structured financing (expiring April 1, 2016) that is secured by certain receivables	$	1.5
Revolving credit facility (expiring May 17, 2014) that is secured by the financial and operating assets of the entity	4.0
Amortizing debt facility (expiring December 15, 2014) that is secured by certain receivables	6.7
Revolving credit facility (expiring December 3, 2016) that is secured by originated U.K. credit card receivables portfolio	7.8
Revolving credit facility (expiring October 4, 2014) that is secured by the financial and operating assets of our CAR operations	20.0
Total	$	40.0

Further details concerning the above debt facilities are provided in Note 8, “Notes Payable,” and Note 9, “Convertible Senior Notes,” to our consolidated financial statements included herein. Based on the state of the current liquidity and debt markets, the performance of our assets that serve as security for the above facilities, and our relationships with the lenders, we view imminent refunding or refinancing risks with respect to the above facilities as low in the current environment.

While not representing a debt facility, we also note that there may be liquidity risks associated with our uncertain tax positions. Although we believe we are several years away from ultimate resolution, and possible settlement and payment, with respect to our uncertain tax positions, including those taken in the 2007 and 2008 years under audit by the Internal Revenue Service, it is possible that we may ultimately resolve one or more uncertain tax positions in a manner that results in a significant payment. Substantially all of our $61.0 million income tax liability at June 30, 2013 represents our liability accrued for uncertain tax positions.

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At June 30, 2013, we had $61.0 million in unrestricted cash. Because the characteristics of our assets and liabilities change, liquidity management has been a dynamic process for us affected by the pricing and maturity of our assets and liabilities. We historically have financed our business through cash flows from operations, asset-backed structured financings and the issuance of debt and equity. Details concerning our cash flows for the six months ended June 30, 2013 are as follows:

• During the six months ended June 30, 2013, we used$14.2 million in cash flows from operations compared to generating$14.1 million of cash flows from operations during the six months ended June 30, 2012. The decrease was principally related to (1) lower collections of credit card finance charge receivables in the six months ended June 30, 2013 relative to the same period in 2012, given diminished receivables levels, and (2) higher payments of accounts payable and accrued expenses in the six months ended June 30, 2013 relative to the same period in 2012.

• During the six months ended June 30, 2013, we generated$34.6 million of cash through our investing activities, compared to generating$61.7 million of cash in investing activities during the six months ended June 30, 2012.  This decrease is primarily due to the reduced levels of our outstanding investments and the cash returns thereof in 2013 based on the shrinking size of our liquidating credit card and auto finance receivable portfolios, offset by growth in our private label merchant credit product as well as our U.K. originated credit card receivables.

• During the six months ended June 30, 2013, we used$26.5 million of cash in financing activities, compared to our use of $169.4 million of cash in financing activities during the six months ended June 30, 2012. In both periods, the data reflect net repayments of debt facilities corresponding with net declines in our loans and fees receivable that serve as the underlying collateral for the facilities (principally credit card and auto loans and fees receivable). Additionally impacting prior year results is the May 2012 repayment of $83.5 million of our 3.625% convertible senior notes upon the exercise of a then-existing noteholder put right. Offsetting our 2013 use of cash in financing activities are borrowings associated with our new credit products.

We note that the $61.0 million in aggregate June 30, 2013 unrestricted cash referenced above represents the aggregate of all unrestricted cash held by our various business subsidiaries. Not included in the $61.0 million in aggregate June 30, 2013 unrestricted cash is our receipt of $10.0 million on August 5, 2013 related to the release of escrowed proceeds associated with the August 2012 sale of our Investments in Previously Charged-Off Receivables segment.

Beyond our immediate financing efforts discussed throughout this Report, shareholders should expect us to evaluate debt and equity issuances as a means to fund our investment opportunities. We expect to take advantage of any opportunities to raise additional capital if terms and pricing are attractive to us. Any proceeds raised under these efforts or additional liquidity available to us could be used to fund (1) potential receivables portfolio acquisitions, which may represent attractive opportunities for us in the current liquidity environment, (2) further repurchases of our convertible senior notes and common stock, and (3) investments in certain financial and non-financial assets or businesses. Pursuant to a share repurchase plan authorized by our Board of Directors on May 11, 2012, we are authorized as of June 30, 2013 to repurchase up to 9,770,873 shares of our common stock through June 30, 2014.

Contractual Obligations, Commitments and Off-Balance-Sheet Arrangements

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2012.

Commitments and Contingencies

We do not currently have any off-balance-sheet arrangements; however, we do have certain contractual arrangements that would require us to make payments or provide funding if certain circumstances occur (“contingent commitments”). We do not currently expect that these contingent commitments will result in any material amounts being paid by us. See Note 10, “Commitments and Contingencies,” to our consolidated financial statements included herein for further discussion of these matters.

Recent Accounting Pronouncements

See Note 2, “Significant Accounting Policies and Consolidated Financial Statement Components,” to our consolidated financial statements included herein for a discussion of recent accounting pronouncements.

Critical Accounting Estimates

We have prepared our financial statements in accordance with GAAP. These principles are numerous and complex. We have summarized our significant accounting policies in the notes to our consolidated financial statements. In many instances,

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the application of GAAP requires management to make estimates or to apply subjective principles to particular facts and circumstances. A variance in the estimates used or a variance in the application or interpretation of GAAP could yield a materially different accounting result. It is impracticable for us to summarize every accounting principle that requires us to use judgment or estimates in our application. Nevertheless, we describe below the areas for which we believe that the estimations, judgments or interpretations that we have made, if different, would have yielded the most significant differences in our consolidated financial statements.

On a quarterly basis, we review our significant accounting policies and the related assumptions, in particular, those mentioned below, with the audit committee of the Board of Directors.

Measurements for Loans and Fees Receivable at Fair Value and Notes Payable Associated with Structured Financings at Fair Value

Our valuation of loans and fees receivable, at fair value is based on the present value of future cash flows using a valuation model of expected cash flows and the estimated cost to service and collect those cash flows. We estimate the present value of these future cash flows using a valuation model consisting of internally developed estimates of assumptions third-party market participants would use in determining fair value, including estimates of net collected yield, principal payment rates, expected principal credit loss rates, costs of funds, discount rates and servicing costs.  Similarly, our valuation of notes payable associated with structured financings, at fair value is based on the present value of future cash flows utilized in repayment of the outstanding principal and interest under the facilities using a valuation model of expected cash flows net of the contractual service expenses within the facilities. We estimate the present value of these future cash flows using a valuation model consisting of internally developed estimates of assumptions third-party market participants would use in determining fair value, including:  estimates of net collected yield, principal payment rates and expected principal credit loss rates on the credit card receivables that secure the non-recourse notes payable; costs of funds; discount rates; and contractual servicing fees.

The estimates for credit losses, payment rates, servicing costs, contractual servicing fees, costs of funds, discount rates and yields earned on credit card receivables significantly affect the reported amount of our loans and fees receivable, at fair value and our notes payable associated with structured financings, at fair value on our consolidated balance sheet, and they likewise affect our changes in fair value of loans and fees receivable recorded at fair value and changes in fair value of notes payable associated with structured financings recorded at fair value categories within our fees and related income on earning assets line item on our consolidated statement of operations.

Allowance for Uncollectible Loans and Fees

Through our analysis of loan performance, delinquency data, charge-off data, economic trends and the potential effects of those economic trends on our customers, we establish an allowance for uncollectible loans and fees receivable as an estimate of the probable losses inherent within those loans and fees receivable that we do not report at fair value. To the extent that actual results differ from our estimates of uncollectible loans and fees receivable, our results of operations and liquidity could be materially affected.

Recognition and Measurements with Respect to Uncertain Tax Positions

Our businesses and the tax accounting for our businesses are very complex, thereby giving rise to a number of uncertain tax positions, several of which are matters that are under consideration, and in some cases under dispute, in audits of our operations by various taxing authorities (including the Internal Revenue Service at the federal level with respect to net operating losses that we incurred in 2007 and 2008 and that we carried back to obtain tentative refunds of federal taxes paid in earlier years dating back to 2003).

In determining whether we are entitled to recognize, and in measuring the level of benefits that we are entitled to recognize associated with, uncertain tax positions, we (and experts we have hired to advise us) make an evaluation of the technical merits of a tax position derived from sources of authorities in the tax law (legislation and statutes, legislative intent, regulations, rulings, and case law) and their applicability to the facts and circumstances underlying our tax position. Although we believe we are several years away from ultimate resolution, and possible settlement and payment, with respect to our uncertain tax positions, including those taken in the 2007 and 2008 years under audit by the Internal Revenue Service, it is possible that we may ultimately resolve one or more uncertain tax positions in a manner that differs from the liabilities we have recorded associated with such positions under our recognition and measurement determinations.

To the extent that our ultimate resolutions result in less liability than we have recorded associated with our uncertain tax positions, we could experience a material release of liability, increase in income, and greater liquidity than our investors

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might otherwise expect. Alternatively, to the extent that our ultimate resolutions result in more liability than we have recorded, our results of operations and liquidity could be materially adversely affected.

Related Party Transactions

In a September 2012 tender offer, we purchased for $10 per share, the same price offered to all shareholders, the following shares of common stock from our executive officers, members of our Board of Directors, and a shareholder who owns more than 5% of our common stock:

Executive Officers	Number of Shares	Total Price
David G. Hanna, Chief Executive Officer and Chairman of the Board	2,344,323	$	23,443,230
Richard R. House, Jr., President and Director	100,240	$	1,002,400
Richard W. Gilbert, Chief Operating Officer	212,023	$	2,120,230
J.Paul Whitehead, III, Chief Financial Officer	49,949	$	499,490
Board Members
Deal W. Hudson	18,700	$	187,000
Mack F. Mattingly	20,726	$	207,260
Thomas G. Rosencrants	16,172	$	161,720
Greater-than-5% Shareholder
Frank J. Hanna, III	2,344,324	$	23,443,240

Under a shareholders’ agreement into which we entered with David G. Hanna, Frank J. Hanna, III, Richard R. House, Jr., Richard W. Gilbert and certain trusts that were Hanna affiliates following our initial public offering if (1) one or more of the shareholders accepts a bona fide offer from a third party to purchase more than 50% of the outstanding common stock, each of the other shareholders that are a party to the agreement may elect to sell their shares to the purchaser on the same terms and conditions, and (2) shareholders that are a party to the agreement owning more than 50% of the common stock propose to transfer all of their shares to a third party, then such transferring shareholders may require the other shareholders that are a party to the agreement to sell all of the shares owned by them to the proposed transferee on the same terms and conditions.

During 2012, we loaned $155,000 to yBuy, Inc. (“yBuy”); the loan bore interest at 5% and was secured by yBuy’s assets.  At the time of the loan, David G. Hanna was a director of yBuy and an entity controlled by David G. Hanna and members of David G. Hanna’s immediate family was a shareholder of yBuy.  In November 2012, Mr. Hanna resigned from the Board of yBuy and the affiliated entity disposed of its stock in yBuy for a negligible amount.  In November 2012, we entered into an agreement with yBuy to purchase certain of yBuy’s assets for consideration equal to the outstanding balance of our loan to yBuy.  The assets purchased from yBuy included the rights to a domain name and other immaterial intangible assets.  Following the receipt of these assets, there is no outstanding balance on our loan to yBuy.  While the loan was outstanding, yBuy did not pay us any principal or interest.

In June 2007 we entered into a sublease for 1,000 square feet of excess office space at our Atlanta headquarters with HBR Capital, Ltd. (“HBR”), a corporation co-owned by David G. Hanna and Frank J. Hanna, III. The sublease rate of $24.79 per square foot is the same as the rate that we pay on the prime lease. This sublease expires in May 2022.

In January 2013, HBR began leasing four employees from us.  HBR reimburses us for the full cost of the employees, as measured by the amount of time and effort they devote to HBR.  In the six months ended June 30, 2013, we received $65,000 of reimbursed costs from HBR associated with these leased employees.

Forward-Looking Information

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We make forward-looking statements in this Report and in other materials we file with the Securities and Exchange Commission (“SEC”) or otherwise make public. This Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements. In addition, our senior management might make forward-looking statements to analysts, investors, the media and others. Statements with respect to expected revenue, income, receivables, income ratios, net interest margins, long-term shareholder returns, acquisitions and other growth opportunities, divestitures and discontinuations of businesses, loss exposure and loss provisions, delinquency and charge-off rates, the effects of account actions we may take or have taken, changes in collection programs and practices, changes in the credit quality and fair value of our credit card loans and fees receivable and the fair value of their underlying structured financing facilities, the impact of actions by the Federal Deposit Insurance Corporation (“FDIC”), Federal Trade Commission (“FTC”), Consumer Financial Protection Bureau (“CFPB”) and other regulators on both us and banks that issue credit cards and other credit products on our behalf, account growth, the performance of investments that we have made, operating expenses, the impact of bankruptcy law changes, marketing plans and expenses, the performance of our Auto Finance segment, our plans in the U.K., the impact of our  U.K. Portfolio on our financial performance, the sufficiency of available liquidity, the prospect for improvements in the liquidity markets, future interest costs, sources of funding operations and acquisitions, growth and profitability of our private label merchant credit business, our entry into international markets, our ability to raise funds or renew financing facilities, the results associated with our equity-method investees, our servicing income levels, gains and losses from investments in securities, experimentation with new products and other statements of our plans, beliefs or expectations are forward-looking statements. These and other statements using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” and similar expressions also are forward-looking statements.  Each forward-looking statement speaks only as of the date of the particular statement.  The forward-looking statements we make are not guarantees of future performance, and we have based these statements on our assumptions and analyses in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances.   Forward-looking statements by their nature involve substantial risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such statements. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels.

Although it is not possible to identify all factors, we continue to face many risks and uncertainties. Among the factors that could cause actual future results to differ materially from our expectations are the risks and uncertainties described under “Risk Factors” set forth in Part II, Item 1A, and the risk factors and other cautionary statements in other documents we file with the SEC, including the following:

• the effect of adverse economic conditions on our revenues, loss rates and cash flows;

• the fragmentation of our industry and competition from various other sources providing similar financial products, or other alternative sources of credit, to consumers;

• the adequacy of our allowances for uncollectible loans and fees receivable and estimates of loan losses;

• the availability of adequate financing;

• the extent to which federal, state, local and foreign governmental regulation of our various business lines and products limits or prohibits the operation of our businesses;

• current and future litigation and regulatory proceedings against us;

• the possible impairment of assets;

• our relationship with the banks that provide certain services that are needed to operate our businesses;

• our ability to reduce or eliminate overhead and other costs to lower levels consistent with the current contraction of our loans and fees receivable and other income-producing assets; and

• theft and employee errors.

Most of these factors are beyond our ability to predict or control. Any of these factors, or a combination of these factors, could materially affect our future financial condition or results of operations and the ultimate accuracy of our forward-looking statements. There also are other factors that we may not describe (generally because we currently do not perceive them to be material) that could cause actual results to differ materially from our expectations.

We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, we are not required to provide this information.

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ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure controls and procedures.

As of the end of the period covered by this Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this Report, our disclosure controls and procedures were effective at meeting their objectives.

(b) Internal control over financial reporting.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this Report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in various legal proceedings that are incidental to the conduct of our business. See Note 10, “Commitments and Contingencies,” to our consolidated financial statements contained in Part I, Item 1 of this Report where any material pending legal proceedings are discussed.

ITEM 1A. RISK FACTORS

An investment in our common stock or other securities involves a number of risks. You should carefully consider each of the risks described below before deciding to invest in our common stock or other securities. If any of the following risks develops into actual events, our business, financial condition or results of operations could be negatively affected, the market price of our common stock or other securities could decline and you may lose all or part of your investment.

Investors should be particularly cautious regarding investments in our common stock or other securities at the present time in light of the current net contraction of our receivables levels, uncertainties as to our business model going forward and our inability to achieve consistent earnings from our continuing operations in recent years.

Our Cash Flows and Net Income Are Dependent Upon Payments from Our Loans and Fees Receivable and Other Credit Products

The collectibility of our loans and fees receivable is a function of many factors including the criteria used to select who is issued credit, the pricing of the credit products, the lengths of the relationships, general economic conditions, the rate at which customers repay their accounts or become delinquent, and the rate at which customers borrow funds from us.  Deterioration in these factors, which we have experienced over the past few years, adversely impacts our business.  In addition, to the extent we have over-estimated collectibility, in all likelihood we have over-estimated our financial performance. Some of these concerns are discussed more fully below.

Our portfolio of receivables is not diversified and originates from customers whose creditworthiness is considered sub-prime. Historically, we have obtained receivables in one of two ways—we have either solicited for the origination of the receivables or purchased pools of receivables from other issuers. In either case, substantially all of our receivables are from financially underserved borrowers—borrowers represented by credit risks that regulators classify as “sub-prime.” Our reliance on sub-prime receivables has negatively impacted and may in the future negatively impact, our performance. Our various past and current losses might have been mitigated had our portfolios consisted of higher-grade receivables in addition to our sub-prime receivables. We have no immediate plans to issue or acquire significantly higher-grade receivables.

We may not successfully evaluate the creditworthiness of our customers and may not price our credit products in a profitable manner. The creditworthiness of our target market generally is considered “sub-prime” based on guidance issued by the agencies that regulate the banking industry. Thus, our customers generally have a higher frequency of delinquencies, higher risks of nonpayment and, ultimately, higher credit losses than consumers who are served by more traditional providers of consumer credit. Some of the consumers included in our target market are consumers who are dependent upon finance companies, consumers with only retail store credit cards and/or lacking general purpose credit cards, consumers who are establishing or expanding their credit, and consumers who may have had a delinquency, a default or, in some instances, a bankruptcy in their credit histories, but who, in our view, have demonstrated recovery. We price our credit products taking into account the perceived risk level of our customers. If our estimates are incorrect, customer default rates will be higher, we will receive less cash from the receivables and the value of our loans and fees receivable will decline, all of which will have a negative impact on performance. While they have begun to rebound modestly, payment rates by our customers declined significantly in 2008 and 2009 and, correspondingly, default rates likewise increased throughout that time period.  It also is unclear whether our modestly improved payment rates can be sustained given weakness in the employment outlook and economic environment at large.

Economic slowdowns increase our credit losses. During periods of economic slowdown or recession, we experience an increase in rates of delinquencies and frequency and severity of credit losses. Our actual rates of delinquencies and frequency and severity of credit losses may be comparatively higher during periods of economic slowdown or recession than those experienced by more traditional providers of consumer credit because of our focus on the financially underserved consumer market, which may be disproportionately impacted.

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We are subject to foreign economic and exchange risks. Because of our businesses in the U.K.,we have exposure to fluctuations in the U.K. economy, and such fluctuations recently have been significantly negative. We also have exposure to fluctuations in the relative values of the U.S. dollar and the British pound. Because the British pound has experienced a net decline in value relative to the U.S. dollar since we commenced our most significant operations in the U.K., we have experienced significant transaction and translation losses within our financial statements.

Because a significant portion of our reported income is based on management’s estimates of the future performance of our loans and fees receivable, differences between actual and expected performance of the receivables may cause fluctuations in net income. Significant portions of our reported income (or losses) are based on management’s estimates of cash flows we expect to receive on our loans and fees receivable, particularly for such assets that we report based on fair value. The expected cash flows are based on management’s estimates of interest rates, default rates, payment rates, cardholder purchases, servicing costs, and discount rates. These estimates are based on a variety of factors, many of which are not within our control. Substantial differences between actual and expected performance of the receivables will occur and cause fluctuations in our net income. For instance, higher than expected rates of delinquencies and losses could cause our net income to be lower than expected. Similarly, as we have experienced for our credit card receivables portfolios with respect to financing agreements secured by our loans and fees receivable, levels of loss and delinquency can result in our being required to repay our lenders earlier than expected, thereby reducing funds available to us for future growth. Because all of our credit card receivables structured financing facilities are now in amortization status—which for us generally means that the only meaningful cash flows that we are receiving with respect to the credit card receivables that are encumbered by such structured financing facilities are those associated with our contractually specified fee for servicing the receivables—recent payment and default trends have substantially reduced the cash flows that we receive from these receivables.

Due to our relative lack of historical experience with Internet customers, we may not be able to target successfully these customers or evaluate their creditworthiness. We have less historical experience with respect to the credit risk and performance of customers acquired over the Internet. As a result, we may not be able to target and evaluate successfully the creditworthiness of these potential customers should we engage in marketing efforts to acquire these customers. Therefore, we may encounter difficulties managing the expected delinquencies and losses and appropriately pricing our products.

We Are Substantially Dependent Upon Borrowed Funds to Fund the Receivables We Originate or Purchase

We finance our receivables in large part through financing facilities. All of our financing facilities are of finite duration (and ultimately will need to be extended or replaced) and contain financial covenants and other conditions that must be fulfilled in order for funding to be available. Moreover, some of our facilities currently are in amortization stages (and are not allowing for the funding of any new loans), either based on their original terms or because we have not met financial or asset performance-related covenants.  The cost and availability of equity and borrowed funds is dependent upon our financial performance, the performance of our industry generally and general economic and market conditions, and at times equity and borrowed funds have been both expensive and difficult to obtain.

Beginning in 2007, largely as a result of difficulties in the sub-prime mortgage market, new financing generally has been sparse for sub-prime lenders, and the financing that has been available has been on significantly less favorable terms than prior to 2008. As a result, beginning in the third quarter of 2007, we significantly curtailed our marketing for new credit cards and currently are not issuing a significant number of new cards. Moreover, commencing in October 2008 we reduced credit lines and closed a significant number of accounts in response to the unavailability of financing and to reduce our risk exposure. These activities continued into 2009, and as a result, substantially all of our credit cards are now closed to cardholder purchases. If additional financing facilities are not available in the future on terms we consider acceptable—an issue that has been made even more acute in the U.S. given recent regulatory changes that have reduced asset-level returns on credit card lending—we will not be able to grow our credit card business and it will continue to contract in size.

Our Financial Performance Is, in Part, a Function of the Aggregate Amount of Receivables That Are Outstanding

The aggregate amount of outstanding receivables is a function of many factors including purchase rates, payment rates, interest rates, seasonality, general economic conditions, competition from other credit card issuers and other sources of consumer financing, access to funding, and the timing, extent and success of our marketing efforts.

Our credit card business currently is contracting. Growth is a product of a combination of factors, many of which are not in our control. Factors include:

• the level and success of our marketing efforts;

• the degree to which we lose business to competitors;

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• the level of usage of our credit products by our customers;

• the availability of portfolios for purchase on attractive terms;

• levels of delinquencies and charge offs;

• the availability of funding on favorable terms;

• the level of costs of soliciting new customers;

• our ability to employ and train new personnel;

• our ability to maintain adequate management systems, collection procedures, internal controls and automated systems; and

• general economic and other factors beyond our control.

We have substantially eliminated our U.S. credit card marketing efforts and have aggressively reduced credit lines and closed credit card accounts. In addition, the general economic downturn experienced in 2008 and 2009 significantly impacted not just the level of usage of our credit products by our customers but also levels of payments and delinquencies and other performance metrics. As a result, our credit card business currently is contracting, and until market conditions more substantially improve, we do not expect overall net growth in our Credit Card and Other Investments or our Auto Finance segments.  

We Operate in a Heavily Regulated Industry

Changes in bankruptcy, privacy or other consumer protection laws, or to the prevailing interpretation thereof, may expose us to litigation, adversely affect our ability to collect our loans and fees receivable, or otherwise adversely affect our operations. Similarly, regulatory changes could adversely affect our ability or willingness to market credit cards and other products and services to our customers. The accounting rules that govern our business are exceedingly complex, difficult to apply and in a state of flux. As a result, how we value our receivables and otherwise account for our business is subject to change depending upon the changes in, and, interpretation of, those rules. Some of these issues are discussed more fully below.

Reviews and enforcement actions by regulatory authorities under banking and consumer protection laws and regulations may result in changes to our business practices, may make collection of account balances more difficult or may expose us to the risk of fines, restitution and litigation. Our operations and the operations of the issuing banks through which we originate some of our credit products are subject to the jurisdiction of federal, state and local government authorities, including the CFPB, the SEC, the FDIC, the Office of the Comptroller of the Currency, the FTC, U.K. banking authorities, state regulators having jurisdiction over financial institutions and debt origination and collection and state attorneys general. Our business practices, including the terms of our products and our marketing, servicing and collection practices, are subject to both periodic and special reviews by these regulatory and enforcement authorities. These reviews can range from investigations of specific consumer complaints or concerns to broader inquiries into our practices generally. If as part of these reviews the regulatory authorities conclude that we are not complying with applicable law, they could request or impose a wide range of remedies including requiring changes in advertising and collection practices, changes in the terms of our products (such as decreases in interest rates or fees), the imposition of fines or penalties, or the paying of restitution or the taking of other remedial action with respect to affected customers. They also could require us to stop offering some of our products, either nationally or in selected states. To the extent that these remedies are imposed on the issuing banks through which we originate credit products, under certain circumstances we are responsible for the remedies as a result of our indemnification obligations with those banks. We also may elect to change practices or products that we believe are compliant with law in order to respond to regulatory concerns. Furthermore, negative publicity relating to any specific inquiry or investigation could hurt our ability to conduct business with various industry participants or to attract new accounts and could negatively affect our stock price, which would adversely affect our ability to raise additional capital and would raise our costs of doing business.

If any deficiencies or violations of law or regulations are identified by us or asserted by any regulator, or if the CFPB, the FDIC, the FTC or any other regulator requires us to change any of our practices, the correction of such deficiencies or violations, or the making of such changes, could have a materially adverse effect on our financial condition, results of operations or business. In addition, whether or not we modify our practices when a regulatory or enforcement authority requests or requires that we do so, there is a risk that we or other industry participants may be named as defendants in litigation involving alleged violations of federal and state laws and regulations, including consumer protection laws. Any failure to comply with legal requirements by us or the issuing banks through which we originate credit products in connection with the issuance of those products, or by us or our agents as the servicer of our accounts, could significantly impair our ability to collect the full amount of the account balances. The institution of any litigation of this nature, or any judgment against us or any other industry participant in any litigation of this nature, could adversely affect our business and financial condition in a variety of ways.

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We are dependent upon banks to issue credit cards and certain other credit products. Our credit card and some of our other credit product programs are dependent on our issuing bank relationships, and their regulators could at any time limit their ability to issue some or all products on our behalf, or that we service on their behalf, or to modify those products significantly. Any significant interruption of those relationships would result in our being unable to originate new receivables and other credit products.  It is possible that a regulatory position or action taken with respect to any of the issuing banks through which we have originated credit products or for whom we service receivables might result in the bank’s inability or unwillingness to originate future credit products on our behalf or in partnership with us. In the current state, such a disruption of our issuing bank relationships principally would adversely affect our ability to conduct credit card issuances in the U.K, and to grow our private label merchant credit product offerings and underlying receivables.

Changes to consumer protection laws or changes in their interpretation may impede collection efforts or otherwise adversely impact our business practices. Federal and state consumer protection laws regulate the creation and enforcement of consumer credit card receivables and other loans. Many of these laws (and the related regulations) are focused on sub-prime lenders and are intended to prohibit or curtail industry-standard practices as well as non-standard practices. For instance, Congress enacted legislation that regulates loans to military personnel through imposing interest rate and other limitations and requiring new disclosures, all as regulated by the Department of Defense. Similarly, in 2009 Congress enacted legislation that required changes to a variety of marketing, billing and collection practices, and the Federal Reserve recently adopted significant changes to a number of practices through its issuance of regulations. Additionally, the CFPB is expected to be an active issuer of credit-related regulations in the near-term, and it is impossible to predict the scope or nature of those potential regulations. While our practices are in compliance with these changes, some of the changes (e.g., limitations on the ability to assess up-front fees) have significantly affected the viability of certain of our prior product offerings within the U.S. Changes in the consumer protection laws could result in the following:

• receivables not originated in compliance with law (or revised interpretations) could become unenforceable and uncollectible under their terms against the obligors;

• we may be required to credit or refund previously collected amounts;

• certain fees and finance charges could be limited, prohibited or restricted, which would reduce the profitability of certain accounts;

• certain of our collection methods could be prohibited, forcing us to revise our practices or adopt more costly or less effective practices;

• limitations on the content of marketing materials could be imposed that would result in reduced success for our marketing efforts;

• federal and state laws may limit our ability to recover on charged-off receivables regardless of any act or omission on our part;

• some of our products and services could be banned in certain states or at the federal level;

• federal or state bankruptcy or debtor relief laws could offer additional protections to customers seeking bankruptcy protection, providing a court greater leeway to reduce or discharge amounts owed to us; and

• a reduction in our ability or willingness to lend to certain individuals, such as military personnel.

Material regulatory developments are likely to adversely impact our business and results from operations.

Our Automobile Lending Activities Involve Risks in Addition to Others Described Herein

Automobile lending exposes us not only to most of the risks described above but also to additional risks, including the regulatory scheme that governs installment loans and those attendant to relying upon automobiles and their repossession and liquidation value as collateral. In addition, our most significant active Auto Finance segment business acquires loans on a wholesale basis from used car dealers, for which we rely upon the legal compliance and credit determinations by those dealers.

Declines in automobile sales as we saw in recent years can cause declines in the overall demand for automobile loans.  While currently recovering fairly significantly, sales of both new and used cars declined precipitously in recent years. While the unavailability of funding may have had a greater impact on our business, the decline in demand in recent years was consequential as well because it adversely affected the volume of our lending transactions and our recoveries of repossessed vehicles at auction. Any such future declines in demand will adversely impact our business.

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Funding for automobile lending is difficult to obtain and expensive. In large part due to market concerns regarding sub-prime lending, it is difficult to find lenders willing to fund our automobile lending activities. Our inability to obtain debt facilities with desirable terms (e.g., interest rates and advance rates) and the other capital necessary to fund growth within our Auto Finance segment will cause periods (like our current period) of liquidations in our Auto Finance segment receivables and reductions in profitability and returns on equity. Although we did not experience any such adverse effects when our CAR facility began its required amortization period in June 2011 and was repaid in July 2011 (and although any concerns of such adverse effects are now abated given the lending facility CAR obtained in October 2011), in the event we may not be able to renew or replace any future Auto Finance segment facilities that bear refunding or refinancing risks when they become due, our Auto Finance segment could experience significant liquidity constraints and diminution in reported asset values as lenders retain significant cash flows within underlying structured financings or otherwise under security arrangements for repayment of their loans.  If we cannot renew or replace future facilities or otherwise are unduly constrained from a liquidity perspective, we may choose to sell part or all of our auto loan portfolios, possibly at less than favorable prices.

Our automobile lending business is dependent upon referrals from dealers. Currently we provide substantially all of our automobile loans only to or through used car dealers. Providers of automobile financing have traditionally competed based on the interest rate charged, the quality of credit accepted and the flexibility of loan terms offered. In order to be successful, we not only will need to be competitive in these areas, but also will need to establish and maintain good relations with dealers and provide them with a level of service greater than what they can obtain from our competitors.

The financial performance of our automobile loan portfolio is in part dependent upon the liquidation of repossessed automobiles. In the event of certain defaults, we may repossess automobiles and sell repossessed automobiles at wholesale auction markets located throughout the U.S. Auction proceeds from these types of sales and other recoveries rarely are sufficient to cover the outstanding balances of the contracts; where we experience these shortfalls, we will experience credit losses. Decreased auction proceeds resulting from depressed prices at which used automobiles may be sold in periods of economic slowdown or recession have resulted in higher credit losses for us. Additionally, higher gasoline prices (like those experienced during 2008) tend to decrease the auction value of certain types of vehicles, such as SUVs.

Repossession of automobiles entails the risk of litigation and other claims. Although we have contracted with reputable repossession firms to repossess automobiles on defaulted loans, it is not uncommon for consumers to assert that we were not entitled to repossess an automobile or that the repossession was not conducted in accordance with applicable law. These claims increase the cost of our collection efforts and, if correct, can result in awards against us.

We Routinely Explore Various Opportunities to Grow Our Business, to Make Investments and to Purchase and Sell Assets

We routinely consider acquisitions of, or investments in, portfolios and other assets as well as the sale of portfolios and portions of our business. There are a number of risks attendant to any acquisition, including the possibility that we will overvalue the assets to be purchased and that we will not be able to produce the expected level of profitability from the acquired business or assets. Similarly, there are a number of risks attendant to sales, including the possibility that we will undervalue the assets to be sold. As a result, the impact of any acquisition or sale on our future performance may not be as favorable as expected and actually may be adverse.

Portfolio purchases may cause fluctuations in our reported Credit Card and Other Investments segment’s managed receivables data, which may reduce the usefulness of this data in evaluating our business. Our reported Credit Card and Other Investments segment managed receivables data may fluctuate substantially from quarter to quarter as a result of recent and future credit card portfolio acquisitions. As of December 31, 2012, credit card portfolio acquisitions accounted for 38.8% of our total Credit Card and Other Investments segment managed receivables portfolio based on our ownership percentages.

Receivables included in purchased portfolios are likely to have been originated using credit criteria different from the criteria of issuing bank partners that have originated accounts on our behalf. Receivables included in any particular purchased portfolio may have significantly different delinquency rates and charge-off rates than the receivables previously originated and purchased by us. These receivables also may earn different interest rates and fees as compared to other similar receivables in our receivables portfolio. These variables could cause our reported managed receivables data to fluctuate substantially in future periods making the evaluation of our business more difficult.

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Any acquisition or investment that we make will involve risks different from and in addition to the risks to which our business is currently exposed. These include the risks that we will not be able to integrate and operate successfully new businesses, that we will have to incur substantial indebtedness and increase our leverage in order to pay for the acquisitions, that we will be exposed to, and have to comply with, different regulatory regimes and that we will not be able to apply our traditional analytical framework (which is what we expect to be able to do) in a successful and value-enhancing manner.

Other Risks of Our Business

We are a holding company with no operations of our own.  As a result, our cash flow and ability to service our debt is dependent upon distributions from our subsidiaries.  Our ability to service our debt is dependent upon the cash flows and operating earnings of our subsidiaries.  The distribution of subsidiary earnings, or advances or other distributions of funds by subsidiaries to us, all of which are subject to statutory and could be subject to contractual restrictions, are contingent upon the subsidiaries’ cash flows and earnings and are subject to various business and debt covenant considerations.

The resolution of uncertain tax positions may be unfavorable.  Our businesses and the tax accounting for our businesses are very complex, thereby giving rise to a number of tax positions that are under consideration, and in some cases under dispute, in audits of our operations by various taxing authorities, including the Internal Revenue Service at the federal level with respect to net operating losses that we incurred in 2007 and 2008 and that we carried back to obtain tentative refunds of federal taxes paid in earlier years dating back to 2003.  It is possible that a court of ultimate jurisdiction may resolve tax positions in favor of the Internal Revenue Service or that we may ultimately settle with the Internal Revenue Service on one or more uncertain tax positions in a manner that differs from the liabilities that we have recorded associated with such positions under our recognition and measurement determinations.  The amounts involved in these audits, particularly the amounts of net operating losses that we carried back, are material.  To the extent that our ultimate resolution results in more liability than we have recorded, we could experience a material adverse effect on our results of operations and liquidity.

Although our private label merchant credit offering is an important part of our strategic plan, we have limited operating history with this offering. We only recently expanded into our private label merchant credit offerings. As with many early stage endeavors, this product offering may experience under-capitalization, delays, lack of funding, and many other problems, delays, and expenses, many of which are beyond our control. These include, but are not limited to:

• inability to establish profitable strategic relationships with merchants;

• inability to raise sufficient capital to fund our anticipated growth in this area; and

• competition from larger and more established competitors, such as banks and finance companies.

Unless we obtain a bank charter, we cannot issue credit cards other than through agreements with banks. Because we do not have a bank charter, we currently cannot issue credit cards other than through agreements with banks. Unless we obtain a bank or credit card bank charter, we will continue to rely upon banking relationships to provide for the issuance of credit cards to our customers. Even if we obtain a bank charter, there may be restrictions on the types of credit that the bank may extend. Our various issuing bank agreements have scheduled expiration dates. If we are unable to extend or execute new agreements with our issuing banks at the expirations of our current agreements with them, or if our existing or new agreements with our issuing banks were terminated or otherwise disrupted, there is a risk that we would not be able to enter into agreements with an alternate provider on terms that we consider favorable or in a timely manner without disruption of our business.

We are party to litigation. We are defendants in certain legal proceedings. This includes litigation relating to our former retail micro-loan operations and other litigation customary for a business of our nature. In each case we believe that we have meritorious defenses or that the positions we are asserting otherwise are correct. However, adverse outcomes are possible in these matters, and we could decide to settle one or more of our litigation matters in order to avoid the ongoing cost of litigation or to obtain certainty of outcome. Adverse outcomes or settlements of these matters could require us to pay damages, make restitution, change our business practices or take other actions at a level, or in a manner, that would adversely impact our business.

We face heightened levels of economic risk associated with new investment activities.  We recently have made a number of investments in businesses that are not directly allied to our traditional lending activities to, or associated with, the underserved consumer credit market.  In addition, some of these investments that we have made and may make in the future are or will be in debt or equity securities of businesses over which we exert little or no control, which likely exposes us to greater risks of loss than investments in activities and operations that we control.  While we make only those investments we believe have the potential to provide a favorable return, because some of the investments are outside of our core areas of expertise, they

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entail risks beyond those described elsewhere in this Report.  As occurred with respect to certain such investments in 2012 and 2011, these risks could result in the loss of part or all of our investments.

Because we outsource account-processing functions that are integral to our business, any disruption or termination of that outsourcing relationship could harm our business. We generally outsource account and payment processing, and in 2012, we paid Total System Services, Inc. $7.8 million for these services. If these agreements were not renewed or were terminated or the services provided to us were otherwise disrupted, we would have to obtain these services from an alternative provider. There is a risk that we would not be able to enter into a similar agreement with an alternate provider on terms that we consider favorable or in a timely manner without disruption of our business.

Unauthorized or unintentional disclosure of sensitive or confidential customer data could expose us to protracted and costly litigation, and civil and criminal penalties.  To conduct our business, we are required to manage, use, and store large amounts of personally identifiable information, consisting primarily of confidential personal and financial data regarding our customers. We also depend on our IT networks and systems, and those of third parties, to process, store, and transmit this information. As a result, we are subject to numerous U.S. federal and state laws designed to protect this information. Security breaches involving our files and infrastructure could lead to unauthorized disclosure of confidential information.

We take a number of measures to ensure the security of our hardware and software systems and customer information. Advances in computer capabilities, new discoveries in the field of cryptography or other developments may result in the technology used by us to protect data being breached or compromised. In the past, consumer finance companies have been the subject of sophisticated and highly targeted attacks on their information technology. An increasing number of websites have reported breaches of their security.

If any person, including our employees or those of third-party vendors, negligently disregards or intentionally breaches our established controls with respect to such data or otherwise mismanages or misappropriates that data, we could be subject to costly litigation, monetary damages, fines, and/or criminal prosecution.  Any unauthorized disclosure of personally identifiable information could subject us to liability under data privacy laws.  Further, under credit card rules and our contracts with our card processors, if there is a breach of credit card information that we store, we could be liable to the credit card issuing banks for their cost of issuing new cards and related expenses. In addition, if we fail to follow credit card industry security standards, even if there is no compromise of customer information, we could incur significant fines.

Internet and data security breaches also could impede us from originating loans over the Internet, cause us to lose customers or otherwise damage our reputation or business.  Consumers generally are concerned with security and privacy, particularly on the Internet.  As part of our growth strategy, we have originated loans over the Internet. The secure transmission of confidential information over the Internet is essential to maintaining customer confidence in our products and services offered online.

Advances in computer capabilities, new discoveries or other developments could result in a compromise or breach of the technology used by us to protect customer application and transaction data transmitted over the Internet.  In addition to the potential for litigation and civil penalties described above, security breaches could damage our reputation and cause customers to become unwilling to do business with us, particularly over the Internet. Any publicized security problems could inhibit the growth of the Internet as a means of conducting commercial transactions. Our ability to solicit new loans over the Internet would be severely impeded if consumers become unwilling to transmit confidential information online.

Also, a party that is able to circumvent our security measures could misappropriate proprietary information, cause interruption in our operations, damage our computers or those of our users, or otherwise damage our reputation and business.

Regulation in the areas of privacy and data security could increase our costs.  We are subject to various regulations related to privacy and data security/breach, and we could be negatively impacted by these regulations. For example, we are subject to the safeguards guidelines under the Gramm-Leach-Bliley Act. The safeguards guidelines require that each financial institution develop, implement and maintain a written, comprehensive information security program containing safeguards that are appropriate to the financial institution’s size and complexity, the nature and scope of the financial institution’s activities and the sensitivity of any customer information at issue. Broad-ranging data security laws that affect our business also have been adopted by various states. Compliance with these laws regarding the protection of customer and employee data could result in higher compliance and technology costs for us, as well as potentially significant fines and penalties for non-compliance.

In addition to the foregoing enhanced data security requirements, various federal banking regulatory agencies, and as many as 46 states, the District of Columbia, Puerto Rico and the Virgin Islands, have enacted data breach regulations and laws requiring varying levels of customer notification in the event of a security breach.

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Also, federal legislators and regulators are increasingly pursuing new guidelines, laws and regulations that, if adopted, could further restrict how we collect, use, share and secure customer information, which could impact some of our current or planned business initiatives.

Unplanned system interruptions or system failures could harm our business and reputation.  Any interruption in the availability of our transactional processing services due to hardware and operating system failures will reduce our revenues and profits. Any unscheduled interruption in our services results in an immediate, and possibly substantial, loss of revenues. Frequent or persistent interruptions in our services could cause current or potential members to believe that our systems are unreliable, leading them to switch to our competitors or to avoid our websites or services, and could permanently harm our reputation.

Although our systems have been designed around industry-standard architectures to reduce downtime in the event of outages or catastrophic occurrences, they remain vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures, computer viruses, computer denial-of-service attacks, and similar events or disruptions. Some of our systems are not fully redundant, and our disaster recovery planning may not be sufficient for all eventualities. Our systems also are subject to break-ins, sabotage, and intentional acts of vandalism. Despite any precautions we may take, the occurrence of a natural disaster, a decision by any of our third-party hosting providers to close a facility we use without adequate notice for financial or other reasons, or other unanticipated problems at our hosting facilities could cause system interruptions, delays, and loss of critical data, and result in lengthy interruptions in our services. Our business interruption insurance may not be sufficient to compensate us for losses that may result from interruptions in our service as a result of system failures.

Because of our loan to a small surface coal mining operation (which, due to loan agreement modifications, we were required to consolidate into our financial statements in 2011, but which has since ceased mining operations), we could be subject to (i) significant administrative, civil, and criminal financial and other penalties if this operation does not comply with environmental, health and safety regulations and (ii) liability to third parties for environmental contamination. The coal mining industry is subject to strict regulation by federal, state and local authorities with respect to matters such as employee health and safety, permitting and licensing requirements, the protection of the environment, the protection of historic and natural resources, plants and wildlife, reclamation and restoration of mining properties after mining is completed, and the effects that mining has on groundwater quality and availability. Federal and state authorities inspect coal mines, and in the aftermath of the April 5, 2010 accident at an underground mine in Central Appalachia, mining operations have experienced, and may in the future continue to experience, a significant increase in the frequency and scope of these inspections. Numerous governmental permits and approvals are required for mining operations. Mining operations are required to prepare and present to federal, state and/or local authorities data pertaining to the effect or impact that any proposed exploration for or production of coal may have upon the environment. 

The costs, liabilities and requirements associated with the laws and regulations related to these and other environmental matters may be costly and time-consuming. Failure to comply with these laws and regulations may result in the assessment of administrative, civil, and criminal financial and other penalties, the imposition of cleanup and site restoration costs and liens and other enforcement measures.

We also could be subject to claims by third parties under federal and state statutes and/or common law doctrines resulting from damage to the environment or historic or natural resources or exposure to hazardous substances on the mine property or elsewhere.  Liability for environmental contamination may be without regard to fault and may be strict, joint and several, so that we may be held responsible for the entire amount of the contamination or related damages.  These and other similar unforeseen impacts that the former mining operation may have on the environment, as well as exposures to hazardous substances or wastes associated with the former mining operation, could result in costs and liabilities that could adversely affect us. 

Even though this former coal mining operation ceased mining operations as of December 31, 2012 and has always been owned and primarily operated by third parties, our financial relationship with this former coal mining operation could subject us to these types of claims and penalties, particularly if these matters were not properly addressed by the owners and operators of the operation.  If we are held responsible for sanctions, costs and liabilities in respect of these matters, our profitability could be materially and adversely affected.

Climate change and related regulatory responses may impact our business.  Climate change as a result of emissions of greenhouse gases is a significant topic of discussion and may generate federal and other regulatory responses.  It is impracticable to predict with any certainty the impact on our business of climate change or the regulatory responses to it, although we recognize that they could be significant.  The most direct impact is likely to be an increase in energy costs, which

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would adversely impact consumers and their ability to incur and repay indebtedness.  However, it is too soon for us to predict with any certainty the ultimate impact, either directionally or quantitatively, of climate change and related regulatory responses.

Risks Relating to an Investment in Our Common Stock

The price of our common stock may fluctuate significantly, and this may make it difficult for you to resell your shares of our common stock when you want or at prices you find attractive. The price of our common stock on the NASDAQ Global Select Market constantly changes. We expect that the market price of our common stock will continue to fluctuate. The market price of our common stock may fluctuate in response to numerous factors, many of which are beyond our control. These factors include the following:

• actual or anticipated fluctuations in our operating results;

• changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;

• the overall financing environment, which is critical to our value;

• the operating and stock performance of our competitors and other sub-prime lenders;

• announcements by us or our competitors of new products or services or significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

• changes in interest rates;

• the announcement of enforcement actions or investigations against us or our competitors or other negative publicity relating to us or our industry;

• changes in GAAP, laws, regulations or the interpretations thereof that affect our various business activities and segments;

• general domestic or international economic, market and political conditions;

• additions or departures of key personnel; and

• future sales of our common stock and the transfer or cancellation of shares of common stock pursuant to a share lending agreement.

In addition, the stock markets from time to time experience extreme price and volume fluctuations that may be unrelated or disproportionate to the operating performance of companies. These broad fluctuations may adversely affect the trading price of our common stock, regardless of our actual operating performance.

Future sales of our common stock or equity-related securities in the public market, including sales of our common stock pursuant to share lending agreements or short sale transactions by purchasers of convertible notes, could adversely affect the trading price of our common stock and our ability to raise funds in new stock offerings.  Sales of significant amounts of our common stock or equity-related securities in the public market, including sales pursuant to share lending agreements, or the perception that such sales will occur, could adversely affect prevailing trading prices of our common stock and could impair our ability to raise capital through future offerings of equity or equity-related securities. Future sales of shares of common stock or the availability of shares of common stock for future sale, including sales of our common stock in short sale transactions by purchasers of our convertible notes, may have a material adverse effect on the trading price of our common stock.

We have the ability to issue preferred stock, warrants, convertible debt and other securities without shareholder approval. Our common stock may be subordinate to classes of preferred stock issued in the future in the payment of dividends and other distributions made with respect to common stock, including distributions upon liquidation or dissolution. Our articles of incorporation permit our Board of Directors to issue preferred stock without first obtaining shareholder approval. If we issued preferred stock, these additional securities may have dividend or liquidation preferences senior to the common stock. If we issue convertible preferred stock, a subsequent conversion may dilute the current common shareholders’ interest. We have similar abilities to issue convertible debt, warrants and other equity securities.

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Our executive officers, directors and parties related to them, in the aggregate, control a majority of our common stock and may have the ability to control matters requiring shareholder approval. Our executive officers, directors and parties related to them own a large enough share of our common stock to have an influence on, if not control of, the matters presented to shareholders. As a result, these shareholders may have the ability to control matters requiring shareholder approval, including the election and removal of directors, the approval of significant corporate transactions, such as any reclassification, reorganization, merger, consolidation or sale of all or substantially all of our assets and the control of our management and affairs. Accordingly, this concentration of ownership may have the effect of delaying, deferring or preventing a change of control of us, impede a merger, consolidation, takeover or other business combination involving us or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could have an adverse effect on the market price of our common stock.

Note Regarding Risk Factors

The risk factors presented above are all of the ones that we currently consider material. However, they are not the only ones facing our company. Additional risks not presently known to us, or which we currently consider immaterial, may also adversely affect us. There may be risks that a particular investor views differently from us, and our analysis might be wrong. If any of the risks that we face actually occur, our business, financial condition and operating results could be materially adversely affected and could differ materially from any possible results suggested by any forward-looking statements that we have made or might make. In such case, the trading price of our common stock could decline, and you could lose part or all of your investment.  We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

ISSUER PURCHASES OF EQUITY SECURITIES

The following table sets forth information with respect to our repurchases of common stock during the three months ended June 30, 2013:

	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs (1)
April 1 - April 30	48,272	$	3.88	48,272	9,831,628
May 1 - May 31	27,750	$	3.92	27,750	9,803,878
June 1 - June 30	33,005	$	3.81	33,005	9,770,873
Total	109,027	$	3.87	109,027	9,770,873

(1) Because withholding tax-related stock repurchases are permitted outside the scope of our 10,000,000 share Board-authorized repurchase plan, these amounts exclude shares of stock returned to us by employees in satisfaction of withholding tax requirements on vested stock grants. There were no such shares returned to us during the three months ended June 30, 2013.

Pursuant to a share repurchase plan authorized by our Board of Directors on May 11, 2012, we are authorized to repurchase 10,000,000 shares of our common stock through June 30, 2014, of which 9,770,873 remained authorized for repurchase as of June 30, 2013.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

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ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

ExhibitNumber	Description of Exhibit	Incorporated byReference from Atlanticus Holdings Corporation’s SEC Filings Unless Otherwise Indicated:
10.1	First Amendment to Loan and Security Agreement	Filed Herewith
10.2	Second Amendment and Joinder to Loan and Security Agreement	Filed Herewith
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a).	Filed herewith
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a).	Filed herewith
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350.	Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ATLANTICUS HOLDINGS CORPORATION
August 13, 2013	By	/s/ J.PAUL WHITEHEAD, III
		J.Paul Whitehead, III
		Chief Financial Officer
		(duly authorized officer and principal financial officer)

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO

LOAN AND SECURITY AGREEMENT

This First Amendment to Loan and Security Agreement (“Amendment”) is dated as of September 11, 2012 by and among CARS ACQUISITION LLC, a Georgia limited liability company, CAR FINANCIAL SERVICES, INC., a Georgia corporation, CAR FUNDING II, INC., a Nevada corporation, and CONSUMER AUTO RECEIVABLES SERVICING, LLC, a Georgia limited liability company (collectively with Borrower Agent, the “Borrowers” and each individually is referred to as a “Borrower”), WELLS FARGO BANK, N.A., successor by merger to Wells Fargo Preferred Capital, Inc., as agent for Lenders (“Agent”), and the financial institutions a party hereto as lenders (collectively, the “Lenders” and each is a “Lender”).

BACKGROUND

A.Borrowers, Lenders, and Agent are parties to a certain Loan and Security Agreement dated as of October 4, 2011 (as amended or modified from time to time, the “Loan Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings respectively ascribed to them in the Loan Agreement.

B.Borrowers have requested and Agent and Lenders have agreed to amend the Loan Agreement in certain respects, all on the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby promise and agree as follows:

1.Amendments.

(a)Definitions. The following definitions contained in Section 1.1 of the Loan Agreement are amended and restated as follows:

“Eligible Receivables” means, as of the date of determination, Receivables which are Chattel Paper, which conform to the warranties set forth in Section 4.1 hereof, in which Agent has a validly perfected first priority Lien, and which are not any of the following: (i) Receivables for which a payment is more than sixty-one (61) days past due on a contractual basis; (ii) Receivables from (A) equity holders of any Borrower, (B) any Affiliate or (C) any employee of an Affiliate; (iii) Receivables subject to litigation or legal proceedings or Receivables which are subject to bankruptcy proceedings or the account debtor with respect to which is a debtor under the Bankruptcy Code; (iv) Receivables which have been restructured or otherwise modified except as may be required by applicable law (including, without limitation, SCRA and the United States Bankruptcy Code); (v) PIPP Receivables with a purchased term in excess of eighteen (18) months; (vi) Receivables (other than PIPP Receivables) with remaining terms following purchase in excess of thirty six (36) months; (vii) Receivables for which the amount, when aggregated with all other Receivables originated with respect to a specific dealer or group of related dealers, exceeds Ten Percent (10%) of all total Receivables of Borrowers then outstanding, to the extent of such excess; (viii) Receivables which provide for interest only; (ix) Receivables which provide for a balloon payment in an amount greater than two hundred percent (200%) of the regularly scheduled payment amount; (x) Receivables

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for which the original certificate of title is not received by Borrowers or Custodian within one hundred twenty (120) days of origination; (xi) Point of Sale Receivables for which the amount, when aggregated with all other Point of Sale Receivables, exceeds Ten Percent (10%) of all total Receivables of Borrowers then outstanding, to the extent of such excess; (xii) Point of Sale Receivables for which the title and/or lien receipt is not received by Borrowers or Custodian within sixty (60) days of origination; (xiii) Receivables for which the related collateral has been assigned for repossession or has been repossessed; (xiv) Receivables with more than two (2) extensions during the most recent twelve (12) month period or more than three (3) extensions in the aggregate; (xv) Receivables not serviced by Servicer for which the amount, when aggregated with all other such Receivables, exceeds Ten Percent (10%) of all total Receivables of Borrowers then outstanding, to the extent of such excess; (xvi) Floor Plan Receivables for which the amount, when aggregated with the gross Receivable amount of all other of such Receivables, exceeds the lesser of Ten Percent (10%) of all total Receivables of Borrowers then outstanding or Five Million Dollars ($5,000,000), to the extent of such excess; (xvii) Receivables purchased by Borrowers as part of a bulk purchase with a dealer advance in excess of Two Million Dollars ($2,000,000) without Agent's prior written approval; (xviii) Receivables which have not been funded to the applicable dealer; (xix) Receivables originated on or after the date of this Agreement which constitute Non-Conforming Collateral; (xx) Receivables constituting Direct Consumer Loans unless an Eligible Direct Consumer Loan; or (xxi) Receivables which, in Agent's reasonable discretion, do not constitute acceptable collateral.

“Floor Plan Receivables” means Receivables owing from a dealership pursuant to floor plan documentation reasonably acceptable to Agent for which (a) is in compliance with Borrowers' floorplan guidelines, (b) a Borrower conducts periodic inventory inspections with respect thereto and such inventory is subject to supplemental GPS audit tracking technology (reasonably acceptable to Agent) upon Borrowers commencing use of such technology in the ordinary course of their business, (c) a Borrower holds a valid and effective first priority perfected security interest in the inventory financed with such dealership and (d) the aggregate amount owing from any one dealership does not exceed Five Hundred Thousand Dollars ($500,000).

(b)    New Definition. The following new definition is added to Section 1.1 of the Loan Agreement:

“Eligible Direct Consumer Loan” means a Direct Consumer Loan which (a) is in compliance with Borrowers' underwriting guidelines, (b) has a maximum cash advance of no more than Two Thousand Five Hundred Dollars ($2,500), (c) has an original term of no more than twenty four (24) months, (d) was originated with a prior or existing customer of a Borrower whose Receivable is secured by a motor vehicle with a remaining term of no more than six (6) months, and (e) Borrowers possess and maintain all the franchises, permits, licenses, certificates of compliance and approval and

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grants of authority necessary or required in connection with the origination of such Direct Consumer Loan.

(a)Arbitration. Agent, Lenders, Borrower and CompuCredit agree and acknowledge that all jurisdiction, venue and jury trial provisions contained in the Credit Documents to which they are a party are replaced with the following arbitration provision:

(a) Arbitration. The parties hereto agree, upon demand by any party, whether made before the institution of a judicial proceeding or not more than sixty (60) days after service of a complaint, third party complaint, cross-claim, counterclaim or any answer thereto or any amendment to any of the above to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise arising out of or relating to in any way (i) the Loan, the Loan Agreement and Credit Documents and their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or (ii) requests for additional credit; provided however that the parties agree that, notwithstanding the foregoing, each party retains the right to pursue in small claims court any dispute within that court's jurisdiction. In the event of a court ordered arbitration, the party requesting arbitration shall be responsible for timely filing the demand for arbitration and paying the appropriate filing fee within the thirty (30) days of the abatement order or the time specified by the court. Failure to timely file the demand for arbitration as ordered by the court will result in that party's right to demand arbitration being automatically terminated.

(b) Governing Rules. Any arbitration proceeding will (i) proceed in a location in Iowa selected by the American Arbitration Association (“AAA”); (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA's commercial dispute resolution procedures, unless the claim or counterclaim is at least One Million Dollars ($1,000,000.00) exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA's optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law.

(c) No Waiver of Provisional Remedies, Self-Help and

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Foreclosure. The arbitration requirement does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.

(d) Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount in controversy is Five Million Dollars ($5,000,000.00) or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than Five Million Dollars ($5,000,000.00). Any dispute in which the amount in controversy exceeds Five Million Dollars ($5,000,000.00) shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney licensed in the State of Iowa or a neutral retired judge of the state or federal judiciary of Iowa, in either case with a minimum of ten years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator's discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of Iowa and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the California Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

(e) Discovery. In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being arbitrated and must be completed no later than twenty (20) days before the hearing date. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party's

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presentation and that no alternative means for obtaining information is available.

(f) Class Proceedings and Consolidations. No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.

(g) Payment Of Arbitration Costs And Fees. The arbitrator shall award all costs and expenses of the arbitration proceeding.

(h) Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the arbitration provision most directly related to the Credit Documents or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Credit Documents or any relationship between the parties.

(i)Small Claims Court. Notwithstanding anything herein to the contrary, each party retains the right to pursue in small claims court any dispute in which the remedy sought is entirely within that court's jurisdiction.

(b)WFPC. All references to WFPC contained in the Loan Agreement and the other Credit Documents are hereby amended to “Wells Fargo”.

1.Amendment Fee. Upon the effectiveness of this Amendment, Lenders shall have fully earned and Borrowers shall be absolutely and unconditionally obligated to pay to Agent, for the benefit of Lenders, a non-refundable Ten Thousand Dollars ($20,000) amendment fee (the “Amendment Fee”), which Amendment Fee shall be due and payable in immediately available funds on the date hereof.

2.Effectiveness Conditions. This Amendment shall be effective upon the completion of the following conditions precedent (all agreements, documents and instruments to be in form and substance satisfactory to Agent and Agent's counsel):

(a)Execution and delivery to Agent by Borrowers and CompuCredit of this Amendment.

(b)Payment by Borrowers to the Agent of the Amendment Fee.

3.Representations and Warranties. Each Borrower represents and warrants to Agent and Lenders that:

(a)All warranties and representations made to Agent and Lenders under the Loan Agreement and the Credit Documents are true and correct in all material respects.

(b)The execution and delivery by such Borrower of this Amendment, each assignment, instrument, document, or agreement executed and delivered in connection herewith and the performance by such Borrower of the transactions herein and therein contemplated (i) are and will be within such Borrower's powers, (ii) have been authorized by all necessary organizational action, and (iii) do not and

5

will not violate any provisions of any law, rule, regulation, judgment, order, writ, decree, determination or award or breach any provisions of the charter, bylaws or other organizational documents of such Borrower, or constitute a default or result in the creation or imposition of any security interest in, or lien or encumbrance upon, any assets of such Borrower (immediately or with the passage of time or with the giving of notice and passage of time, or both) under any other contract, agreement, indenture or instrument to which such Borrower is a party or by which such Borrower or its property is bound with failure to comply resulting in a material adverse change in the business, operations, property (including the Collateral) or financial condition of such Borrower.

(c)This Amendment and any assignment, instrument, document, or agreement executed and delivered in connection herewith will be valid, binding and enforceable in accordance with its respective terms.

(d)No Event of Default or Default has occurred under the Loan Agreement or any of the other Credit Documents other than the Existing Defaults.

4.Representations and Release of Claims. Except as otherwise specified herein, the terms and provisions hereof shall in no manner impair, limit, restrict or otherwise affect the obligations of Borrowers or any third party to Agent and Lenders as evidenced by the Credit Documents. Borrowers hereby acknowledge, agree, and represent that (a) as of the date of this Amendment, there are no known claims or offsets against, or defenses or counterclaims to, the terms or provisions of the Credit Documents or the other obligations created or evidenced by the Credit Documents; (b) as of the date of this Amendment, no Borrowers has any known claims, offsets, defenses or counterclaims arising from any of Agent's or any existing or prior Lender's acts or omissions with respect to the Credit Documents or Agent's or any existing or prior Lender's performance under the Credit Documents; and (c) Borrowers jointly and severally promise to pay to the order of Agent and Lenders the indebtedness evidenced by the Notes according to the terms thereof.

5.Collateral. As security for the payment of the Obligations and satisfaction by Borrowers of all covenants and undertakings contained in the Loan Agreement and the Credit Documents, each Borrower reconfirms the prior security interest and lien on, upon and to, its Collateral, whether now owned or hereafter acquired, created or arising and wherever located. Borrowers hereby confirm and agree that all security interests and Liens granted to Agent for the ratable benefit of Lenders continue in full force and effect and shall continue to secure the Obligations. All Collateral remains free and clear of any Liens other than Permitted Liens. Nothing herein contained is intended to in any manner impair or limit the validity, priority and extent of Agent's existing security interest in and Liens upon the Collateral.

6.Acknowledgment of Indebtedness and Obligations. Borrowers hereby acknowledge and confirms that, as of the date hereof, Borrowers are indebted to Agent and Lenders, without defense, setoff or counterclaim, under the Loan Agreement (in addition to any other indebtedness or obligations owed by Borrowers with respect to Bank Products owing to Agent and Wells Fargo Affiliates) in the aggregate principal amount of $ 20,000,000, plus continually accruing interest and all fees, costs, and expenses, including reasonable attorneys' fees, incurred through the date hereof.

7.Ratification of Credit Documents. This Amendment shall be incorporated into and deemed a part of the Loan Agreement. Except as expressly set forth herein, all of the terms and conditions of the Loan Agreement and Credit Documents are hereby ratified and confirmed and continue unchanged and in full force and effect. All references to the Loan Agreement shall mean the Loan Agreement as modified by this Amendment.

8.Acknowledgment of CompuCredit. By execution of this Amendment, CompuCredit hereby acknowledges the terms and conditions of this Amendment and CompuCredit hereby ratifies and confirms that the CompuCredit Agreement continues unchanged and in full force and effect.

9.Governing Law. This Amendment, the Loan Agreement, the Credit Documents and the transactions contemplated hereby or thereby, and any claim, controversy, or dispute arising out of or relating to this Amendment, the Loan Agreement, the Credit Documents and the transactions

6

contemplated hereby or thereby shall be governed by, construed and enforced in accordance with the laws of the State of Iowa, excluding its conflict of law rules.

10.Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same respective agreement. Signature by facsimile or PDF shall also bind the parties hereto.

[SIGNATURES ON FOLLOWING PAGES]

7

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective duly authorized officers as of the date first above written.

CARS ACQUISITION LLC

By:/s/ Richard C. Potter

Name:Richard C. Potter

Title:President

CAR FINANCIAL SERVICES, INC.

By:/s/ Jay Putnam

Name:Jay Putnam

Title:Vice President

CAR FUNDING II, INC.

By:/s/ Richard C. Potter

Name:Richard C. Potter

Title:President

CONSUMER AUTO RECEIVABLES SERVICING, LLC

By:/s/ Richard C. Potter

Name:Richard C. Potter

Title:President

Acknowledged:

CompuCredit Holdings CorpORATION

By:/s/ J Paul Whitehead

Name:J Paul Whitehead

Title:Chief Financial Officer

[SIGNATURE PAGE TO FIRST AMENDMENT TO

LOAN AND SECURITY AGREEMENT]

AGENT AND LENDER: WELLS FARGO BANK, N.A. By:/s/ Casey P. Johnson Name:Casey P. Johnson Title:Senior Vice President

[SIGNATURE PAGE TO FIRST AMENDMENT TO

LOAN AND SECURITY AGREEMENT]

EX-10.2

Exhibit 10.2

SECOND AMENDMENT AND JOINDER TO

LOAN AND SECURITY AGREEMENT

This Second Amendment and Joinder to Loan and Security Agreement (“Amendment”) is dated as of May 17, 2013 by and among CARS ACQUISITION LLC, a Georgia limited liability company, CAR FINANCIAL SERVICES, INC., a Georgia corporation, CAR FUNDING II, INC., a Nevada corporation, and CONSUMER AUTO RECEIVABLES SERVICING, LLC, a Georgia limited liability company (collectively, the “Existing Borrowers” and each individually is referred to as an “Existing Borrower”), FORTIVA HOLDINGS, LLC, a Georgia limited liability company, FORTIVA FUNDING, LLC, a Georgia limited liability company, and FORTIVA CAPITAL, LLC, a Georgia limited liability company (collectively, the “Joining Borrowers” and each individually is referred to as a “Joining Borrower” and collectively with Existing Borrowers, the “Borrowers” and each individually is referred to as a “Borrower”), WELLS FARGO BANK, N.A., successor by merger to Wells Fargo Preferred Capital, Inc., as agent for Lenders (“Agent”), and the financial institutions a party hereto as lenders (collectively, the “Lenders” and each is a “Lender”).

BACKGROUND

A.Existing Borrowers, Lenders, and Agent are parties to a certain Loan and Security Agreement dated as of October 4, 2011 (as amended or modified from time to time, the “Loan Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings respectively ascribed to them in the Loan Agreement.

B.Existing Borrowers and Atlanticus have requested and Agent and Lenders have agreed to (i) permit Joining Borrowers to join the Loan Agreement and the Credit Documents as joint and several co-Borrowers and (ii) amend the Loan Agreement in certain respects, all on the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby promise and agree as follows:

1.Joinder. Upon the effectiveness of this Amendment, each Joining Borrower joins in as, assumes the obligations and liabilities of, adopts the obligations, liabilities and role of, and becomes a Borrower under the Loan Agreement and Credit Documents. All references to Borrower or Borrowers contained in the Loan Agreement and Credit Documents are hereby deemed for all purposes to also refer to and include each Joining Borrower as a Borrower and each Joining Borrower hereby agrees to comply with all of the terms and conditions of the Loan Agreement and Credit Documents, as if such Joining Borrower was an original signatory thereto. Without limiting the generality of the foregoing, each Joining Borrower is hereby liable, on a joint and several basis, along with all other Borrowers, for all Obligations, including, without limitation, all existing and future Advances and all other debts, liabilities and obligations incurred at any time by any one or more Borrowers under the Loan Agreement and Credit Documents.

2.Amendments.

(a)Definitions. The following definitions contained in Section 1.1 of the Loan Agreement are amended and restated as follows:

“Adjusted Tangible Net Worth” means, as of any date of determination, CAR Borrowers' Tangible Net Worth, minus (a) the aggregate amount of CAR Borrowers' Receivables that are 180 days or more delinquent on a

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contractual aging basis, and (b) the amount by which the then Minimum Loss Reserve Requirements exceeds CAR Borrowers' Loan Reserves.

“Borrower Agent” means (a) with respect to CAR Borrowers, CAR Financial Services, Inc. and (b) with respect to Fortiva Borrowers, Fortiva Holdings LLC.

“Borrowing Base” means, as of the date of determination, an amount equal to:

(a) the lesser of (i) the Principal Advance Rate multiplied by the aggregate balance of Eligible Principal Receivables of CAR Borrowers and (ii) the Net Advance Rate multiplied by the aggregate balance of Eligible Net Receivables of CAR Borrowers, plus

(b)the lesser of (i) Sixty Percent (60%) multiplied by the aggregate balance of Eligible Net Fortiva Receivables of Fortiva Borrowers, and (ii) the Fortiva Sublimit, minus

(c) reserves established by Agent pursuant to Section 2.1(e).

“Capital Base” means the sum of CAR Borrowers' Adjusted Tangible Net Worth plus CAR Borrowers' Subordinated Debt.

“Collateral Performance Indicator” means as of the end of each calendar month with respect to CAR Borrowers, the sum of:

(a)        the rolling three month average 61+ day delinquency percentage (the percentage defined as (x) Receivables for which payment is more than 61 or more days contractually past due, divided by (y) total Receivables at such date), plus

(b)        (i) net charge-offs, net of dealer reserves for the 12 month period ending on such date divided by (ii) average Principal Receivables during the 12 month period ending on such date, plus

(c)        (i) the rolling three month average Insufficient Dealer Reserve Receivables (the percentage defined as (x) Insufficient Dealer Reserve Receivables, divided by (y) total Receivables at such date).

“Custodian” means (a) Richard C. Potter with respect to CAR Borrowers, (b) Brian Stone with respect to Fortiva Borrowers and (c) such other Person reasonably acceptable to Agent.

“EBITDA Ratio” means for CAR Borrowers, on a consolidated basisthe ratio of (a) earnings before payments of interest, taxes, depreciation and amortization expenses, minus (i) any increase during such twelve (12) month period in the amount by which the then Minimum Loss Reserve Requirement exceeds CAR Borrowers' Loan Reserves and (ii) any increase over the past twelve (12) months in Receivables one hundred eighty (180) days or more contractually past due (to the extent deemed necessary by Agent in its sole discretion) to (b) the interest expense, as calculated on a rolling twelve (12) month basis and in accordance with GAAP.

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“Senior Debt to Capital Base Ratio” means the ratio of Senior Debt of CAR Borrowers to Capital Base.

“Senior Management” means (a) with respect to CAR Borrowers, at least four (4) of the following persons: Richard Potter, Robert Chappell, Chris Tiller, Kas Naderi, Marguerite Blatz, Jay Putnam and Rick Loftsgard and (b) with respect to Fortiva Borrowers, at least four (4) of the following persons: Brian Stone, John DeMonica, Alan Reeves, Betty Lass, Rosalind Drakeford, William McCamey and Jeff Howard.

“Tangible Net Worth” means, at any date, the amount of the equity interest liability of CAR Borrowers on a consolidated basis (but excluding the effect of intercompany transactions subsequent to the date of this Agreement) plus (or minus in the case of a deficit) its capital surplus and earned surplus minus, to the extent not otherwise excluded (a) the cost of treasury shares, (b) the aggregate amount of Intangible Assets including the excess for assets acquired over their respective book values on the books of the corporation from which acquired, and (c) investments in and loans to any Subsidiary or Affiliate or to any equity holder, director or employee of a CAR Borrower or an Affiliate of any CAR Borrower.

(b)New Definitions. The following new definitions are added to Section 1.1 of the Loan Agreement:

“CAR Borrowers” means, collectively, CARS Acquisition LLC, CAR Financial Services, Inc., CAR Funding II, Inc. and Consumer Auto Receivables Servicing, LLC.

“Eligible Net Fortiva Receivables” means Eligible Fortiva Receivables net of unearned interest, fees, insurance commissions, discounts, dealer reserves and holdbacks.

“Eligible Fortiva Receivables” means, as of the date of determination, Receivables which are Chattel Paper, which conform to the warranties set forth in Section 4.1 hereof, in which Agent has a validly perfected first priority Lien, and which are not any of the following: (i) Receivables for which a payment is more than sixty (60) days past due on a contractual basis; (ii) Receivables subject to litigation or legal proceedings or Receivables which are subject to bankruptcy proceedings or the account debtor with respect to which is a debtor under the Bankruptcy Code; (iii) Receivables for which the related collateral has been assigned for repossession or has been repossessed; (iv) Receivables from (A) equity holders of any Borrower, (B) any Affiliate or (C) any employee of an Affiliate; (v) Receivables which have been rescheduled as a result of delinquency status; (vi) Receivables with an original principal balance in excess of Eight Thousand Dollars ($8,000); (vii) Receivables which provide for interest only or no monthly payment; (viii) Receivables secured in whole or in part by real estate; (ix) Receivables not serviced by a Fortiva Borrower, an Affiliate of a Fortiva Borrower, Fortiva Servicer or other Person acceptable to Agent in its reasonable discretion; (x) Receivables purchased by Fortiva Borrowers as part of a bulk purchase in excess of One

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Million Dollars ($1,000,000) without Agent's prior written approval; (xi) Receivables that are not in compliance with Fortiva Borrowers' underwriting guidelines; or (xii) Receivables which, in Agent's reasonable discretion, do not constitute acceptable collateral.

“Fortiva Borrowers” means, collectively, Fortiva Holdings LLC, Fortiva Funding LLC and Fortiva Capital LLC.

“Fortiva Entities” means a Subsidiary of Atlanticus created in connection with a Securitization Transaction so long as Borrowers have provided Agent at least ten (10) Business Days prior written notice.

“Fortiva Servicer” means Penncro Associates, Inc., Allsec Technologies and APAC Customer Service, Inc. and other entities performing similar services.

“Fortiva Sublimit” means (a) $15,000,000 through and including the Fortiva Sublimit Expiration Date and (b) $0 at all time thereafter.

“Fortiva Sublimit Expiration Date” means May 17, 2014. 12 months from amendment closing

“Permitted Transfer” means either (a) a sale by a Fortiva Borrower to a Fortiva Entity of Securitized Receivables pursuant to the Securitization Transaction, or (b) the incurrence of indebtedness of Fortiva Borrowers secured solely by specific Receivables of Fortiva Borrowers, in each case under clauses (a) and (b) above so long as (i) at such time no Event of Default or Default exists, (ii) Fortiva Borrowers have provided Agent at least ten (10) Business Days prior written notice of their intention to consummate such transfer, (iii) at least one (1) Business Day prior to such transfer Borrowers deliver to Agent an updated Availability Statement which reflects Loan Availability immediately following such transfer, (iv) at least two (2) Business Days prior to such transfer Borrowers have delivered to Agent a list of the selected Receivables for such transfer, (v) the proceeds of each such financing or sale are remitted directly to Agent, (vi) the advance rate provided to Fortiva Borrowers pursuant to such Securitization Transaction or indebtedness facility is greater that the advance rate provided pursuant to clause (b) of the definition of Borrowing Base, (vii) prior to or contemporaneously with the consummation of each Permitted Transfer, Borrowers have paid to Agent for the benefit of Lenders a non-refundable release fee in an amount equal to five (5) basis points of the Receivables of Fortiva Borrowers for which Borrowers have requested the release of the Liens in favor of Agent has been requested and (viii) prior to or contemporaneously with the consummation of each such transaction, if required by Agent in its commercially reasonable discretion Fortiva Borrowers have delivered to Agent a fully executed Control Agreement among Fortiva Borrowers and a depository institution reasonably acceptable to Agent (in form and substance acceptable to Agent) into which Fortiva Borrowers shall direct proceeds of all Receivables of Fortiva Borrowers; provided immediately upon the consummation of each Permitted Transfer

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Agent shall release from escrow a lien release letter (in form and substance acceptable to Agent) previously delivered Fortiva Borrowers.

“Securitization Transaction” means the sale by a Fortiva Borrower to a Fortiva Entity in connection with any (i) financing transaction undertaken by the Fortiva Entities that is secured, directly or indirectly, by all or a portion of the Collateral of Fortiva Borrowers, (ii) sale, lease or other transfer by one of the Fortiva Entities of all or a portion of the Collateral of Fortiva Borrowers or (iii) other asset securitization, secured loan or similar transaction involving all or a portion of the Collateral of Fortiva Borrowers.

“Securitized Receivables” means the Receivables and related security which have been sold or otherwise transferred by a Fortiva Borrower pursuant to a Permitted Transfer.

(c)The Loan. The introductory provision of Section 2.1 of the Loan Agreement is amended and restated as follows:

Section 2.1The Loan. Until the Termination Date, Borrowers may request Lenders to make Advances to Borrowers and, subject to the terms and conditions of this Agreement, each Lender severally and not jointly agrees to lend such Lender's Commitment Percentage of each requested Advance up to such Lender's Commitment which Borrowers may repay and reborrow from time to time. The aggregate unpaid principal amount at any one time outstanding of all Advances shall not exceed the lesser of the Maximum Principal Amount or the Borrowing Base in effect as of the date of determination. The aggregate unpaid principal amount at any one time outstanding of all Advances used by Fortiva Borrowers shall not exceed the amount determined pursuant to clause (b) of the Borrowing Base definition.

(d)Optional Prepayments. Section 2.8(a) of the Loan Agreement is amended and restated as follows:

(a)Optional Prepayments. Borrowers may prepay the Loan from time to time, in full or in part without premium or penalty, provided that (i) except as otherwise contemplated herein,in the event Borrowers repay the Loan in full at any time prior to the Maturity Date, Borrowers shall pay a sum equal to Two Percent (2.0%) of the Maximum Principal Amount as a prepayment fee, (ii) in the event Fortiva Borrowers repay the Obligations owing by Fortiva Borrowers in full at any time prior to the Fortiva Sublimit Expiration Date and terminate the Commitments of Lenders with respect to Fortiva Borrowers, Borrowers shall pay a sum equal to Two Percent (2.0%) of the Fortiva Sublimit as a prepayment fee, (iii) prepayments shall be in a minimum amount of Ten Thousand Dollars ($10,000) and Ten Thousand Dollars ($10,000) increments in excess thereof; and (iv) partial prepayments prior to the Termination Date shall not reduce Lenders' Commitments under this Agreement and may be reborrowed, subject to the terms and conditions hereof for borrowing, and partial prepayments will be applied first to accrued interest and fees and then to outstanding Advances. Each Borrower acknowledges that the above described fees are estimates of Lenders' damages in the event of early

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termination and is not a penalty. In the event of termination of the credit facility established pursuant to this Agreement, all of the Obligations shall be immediately due and payable upon the termination date stated in any notice of termination. All undertakings, agreements, covenants, warranties and representations of Borrowers contained in the Credit Documents shall survive any such termination, and Agent shall retain its liens in the Collateral and all of its rights and remedies under the Credit Documents notwithstanding such termination until Borrowers have paid the Obligations to Agent and Lenders, in full, in immediately available funds, together with the applicable termination fee, if any.

(e)Additional Administrative Fee. A new clause (c) is added to Section 2.9 of the Loan Agreement as follows:

(c)Additional Administrative Fee. A non-refundable administrative fee of $3,000 shall be due and payable monthly in arrears on the 1^st day of each month commencing on May 1, 2013 and continuing until the earlier of (i) Fortiva Sublimit Expiration Date or (ii) the date the Commitment is terminated and the Obligations owing under this Agreement are indefeasibly paid in full, in which event a monthly installment of the administrative fee shall be paid pro-rata on the date of such termination.

(f)Reporting Requirements. Section 6.2 of the Loan Agreement is amended and restated as follows:

Section 6.2Reporting Requirements. Borrowers will deliver to Agent (which Agent will thereafter deliver to Lenders):

(a)within twenty (20) days after the end of each month, (i) company prepared consolidatedfinancial statements of CAR Borrowers' business for such previous month and (ii) commencing with the calendar month ending September 30, 2013, company prepared consolidatedfinancial statements of Fortiva Borrowers' business for such previous month, each consisting of a balance sheet, income statement, and schedules as of the end of such month, all in reasonable detail, prepared in accordance with GAAP consistently applied, subject to year-end adjustments, together with a covenant compliance certificate;

(b)within one hundred twenty (120) days after the close of each fiscal year, (i) consolidated financial statements of CAR Borrowers and their consolidated Subsidiaries for the fiscal year then ended consisting of a balance sheet, income statement, and statement of cash flow of CAR Borrowers and their consolidated Subsidiaries as of the end of such fiscal year, all in reasonable detail, including all supporting schedules and footnotes, prepared in accordance with GAAP consistently applied, and shall be audited and certified without qualification by an independent certified public accountant selected by CAR Borrowers and acceptable to Agent and accompanied by the unqualified opinion of such accountant and an Annual Compliance Certificate; and cause Agent to be furnished at the time of completion thereof, a copy of any management letter for CAR Borrowers prepared by such certified public accounting firm and (ii) commencing with the fiscal year ending December 31, 2013, consolidated

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financial statements of Fortiva Borrowers and their consolidated Subsidiaries for the fiscal year then ended consisting of a balance sheet, income statement, and statement of cash flow of Fortiva Borrowers and their consolidated Subsidiaries as of the end of such fiscal year, all in reasonable detail, including all supporting schedules and footnotes, prepared in accordance with GAAP consistently applied, and shall be audited and certified without qualification by an independent certified public accountant selected by Fortiva Borrowers and acceptable to Agent and accompanied by the unqualified opinion of such accountant and an Annual Compliance Certificate; and cause Agent to be furnished at the time of completion thereof, a copy of any management letter for Fortiva Borrowers prepared by such certified public accounting firm;

(c)within one hundred twenty (120) days after the close of each fiscal year, consolidated financial statements of Atlanticus for the fiscal year then ended consisting of a balance sheet, income statement, and statement of cash flow of Atlanticus and its consolidated Subsidiaries as of the end of such fiscal year, all in reasonable detail, including all supporting schedules and footnotes, prepared in accordance with GAAP consistently applied, and shall be audited and certified without qualification by an independent certified public accountant selected by Atlanticus and reasonably acceptable to Agent (it being acknowledged by Agent that BDO is acceptable as of the date of this Agreement); and cause Agent to be furnished at the time of completion thereof, a copy of any management letter for Atlanticus prepared by such certified public accounting firm; provided as long as Atlanticus remains a public entity, timely filing with the SEC's Edgar System shall constitute delivery in accordance with this Section 6.2(c) of this Agreement so long as so filed within such one hundred twenty (120) period;

(d)within twenty (20) days after the end of each month, for the month then ending, reports for each of CAR Borrowers and Fortiva Borrowers in form and substance satisfactory to Agent, setting forth an aging of Receivables, Schedule of Receivables and Assignment, an Availability Statement, detailed dealer analysis and reserve report, detailed delinquency report books and records consisting of data tape information, repossession report, and also such other documentation and information reasonably requested by Agent promptly after request therefor by Agent;

(e)within twenty (20) days after the end of fiscal quarter, for the fiscal quarter then ending, static pool reports for each of CAR Borrowers and Fortiva Borrowers in form and substance satisfactory to Agent;

(f)promptly upon the request by Agent from time to time, reports prepared by Borrowers which detail income taxes with respect to the business of Borrowers which have paid as part of the consolidated income tax returns of Atlanticus filed with the Internal Revenue Service; and

(g)promptly upon the request by Agent from time to time, such other financial information and reports concerning Fortiva

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Borrowers and the operations, businesses, affairs, prospects and financial condition of Fortiva Borrowers and their Subsidiaries.

(g)Inspections. Section 6.3(b) of the Loan Agreement is amended and restated as follows:

(b)Inspection. Prior to an Event of Default, Agent shall have the right to, during regular business hours, with reasonable notice, at Borrowers' sole cost and expense, to inspect, audit, and copy the Books and Records of Borrowers and inspect, audit and conduct appraisals of Receivables, provided (i) Borrowers shall not be responsible for the costs and expenses of more than three (3) inspections with respect to CAR Borrowers per calendar year and such cost and expense not to exceed in the aggregate Fifty Thousand Dollars ($50,000) per calendar year and (ii) Borrowers shall not be responsible for the costs and expenses of more than three (3) inspections with respect to Fortiva Borrowers per calendar year and such cost and expense not to exceed in the aggregate Twenty Thousand Dollars ($20,000) per calendar year. After an Event of Default, Agent shall have the right at any time and from time to time during regular business hours, at Borrowers' sole cost and expense, to inspect, audit, and copy the Books and Records of Borrowers and inspect, audit and conduct appraisals of any Collateral.

(h)Financial Covenants. Section 6.4 of the Loan Agreement is amended and restated as follows:

Section 6.4Financial Covenants. At all times CAR Borrowers shall, on a consolidated basis, maintain the following financial covenants:

(a)EBITDA Ratio. As of the end of each calendar month, an EBITDA Ratio of not less than 2.00 to 1.0.

(b)Senior Debt to Capital Base Ratio. As of the end of each calendar month, a Senior Debt to Capital Base Ratio of not more than 3.00 to 1.0.

(c)Collateral Performance Indicator. As of the end of each calendar month, a Collateral Performance Indicator of less than or equal to Nineteen Percent (19%).

The determination of the financial covenants contained herein shall exclude any asset, liability, expense or income associated with Statement of Financial Accounting Standard No. 13.

(i)Payments to and Transactions with Affiliates. Section 7.1 of the Loan Agreement is amended and restated as follows:

Section 7.1Payments to and Transactions with Affiliates. (a) Make any loan, advance, extension of credit or payment to any Affiliate except for loans, advances, extensions of credit made by Borrowers in the ordinary course of business to Persons described in clause (iv) of the definition of Affiliate or (b) enter into any other transaction, including, without limitation, the purchase, sale, lease or exchange of property, or the rendering or any service, to or with any Affiliate or any equity holder,

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officer, or employee of any Borrower except for (v) transactions between Borrowers in the ordinary course of business and pursuant to the reasonable requirements of the business of such Borrowers and upon terms found by the board of directors of such Borrowers to be fair and reasonable and no less favorable to such Borrowers than such Borrowers would obtain in a comparable arms' length transaction, (w) payments by CAR Borrowers to Atlanticus for documented allocated overhead costs in the ordinary course of business and in accordance with historic practice in amount not to exceed Twenty Five Thousand Dollars ($25,000) per calendar month, (x) payments by Fortiva Borrowers to Atlanticus for documented allocated overhead costs in the ordinary course of business and in accordance with historic practice in amount not to exceed Twenty Five Thousand Dollars ($25,000 per calendar month, (y) Permitted Tax Distributions permitted pursuant to Section 7.2 of this Agreement and (z) other transactions with or services rendered to any Affiliate of a Borrower in the ordinary course of business and pursuant to the reasonable requirements of the business of such Affiliate and upon terms found by the board of directors of a Borrower to be fair and reasonable and no less favorable to a Borrower than such Borrower would obtain in a comparable arms' length transaction with a Person not affiliated with or employed by a Borrower; provided, however, that Borrowers may in any event pay reasonable compensation to any such employee or officer in the ordinary course of Borrowers' business consistent and commensurate with industry custom and practice for the services provided by such Person.

(j)Negative Pledge. Section 7.6 of the Loan Agreement is amended and restated as follows:

Section 7.6Negative Pledge. Assign, discount, pledge or grant a Lien in or encumber any Receivables or the Collateral other than the sale in the ordinary course of Borrowers' business of (a) Receivables not constituting Eligible Receivables or Eligible Fortiva Receivables which have been charged-off, (b) Receivables not constituting Eligible Receivables or Eligible Fortiva Receivables for collection purposes, (c) Receivables purchased by a Borrower on a recourse basis which are sold to the original seller of such Receivable as a result of a repurchase event with respect thereto, (d) Receivables which are sold to the original seller of such Receivable as a result of a breach of a representation or warranty by such seller with respect thereto, (e) Equipment that is substantially worn, damaged, obsolete or surplus, (f) Receivables of Fortiva Borrowers to community banks for which the associated account debtors have a “prime” credit rating and pursuant to which a Fortiva Borrower retains the associated servicing rights and (g) Permitted Transfers, so long as in each case described in clause (a), (b), (c), (d), (e), (f) or (g) no Default or Event of Default exists immediately prior to and after the consummation of such sale.

(k)Notices. The following notice address for Borrowers is added to Section 10.4 of the Loan Agreement:

Fortiva Holdings LLC

Five Concourse Parkway, Suite 400

Atlanta, Georgia 30328

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Attn: General Counsel

Facsimile: (770) 870-5110

(l)Termination and Release. Section 10.5 of the Loan Agreement is amended and restated as follows:

Section 10.5Termination and Release.

(a)General Termination and Release. This Agreement shall not terminate until all amounts due under the Notes, this Agreement and any other Credit Document and other Obligations, together with all interest and costs due, shall have been indefeasibly paid in full and the Commitments have expired or otherwise have been terminated. Upon such termination and payment of amounts owing under this Agreement, the Collateral securing the Loan, the Notes, this Agreement and the other Obligations shall be released from the provisions of this Agreement and any right, title and interest of Agent in or to the same shall cease. Thereafter, Agent agrees to deliver to Borrowers such documents as Borrowers are required to release of record any security interest or lien of Agent in the Collateral.

(b)Fortiva Borrowers. This Agreement shall terminate with respect to Fortiva Borrowers once all amounts due from Fortiva Borrowers with respect to the Fortiva Sublimit and other amounts owing by Fortiva Borrowers (as determined by Agent in its reasonable discretion) under the Notes, this Agreement and any other Credit Document and other Obligations, together with all interest and costs due from Fortiva Borrowers (as determined by Agent in its sole discretion), shall have been indefeasibly paid in full and the Commitments with respect to Fortiva Borrowers have expired or otherwise have been terminated. Upon such termination and payment of amounts owing by Fortiva Borrowers under this Agreement, the Collateral of Fortiva Borrowers securing the Loan, the Notes, this Agreement and the other Obligations shall be released from the provisions of this Agreement and any right, title and interest of Agent in or to the same shall cease. Thereafter, Agent agrees to deliver to Fortiva Borrowers such documents as Fortiva Borrowers are required to release of record any security interest or lien of Agent in the Collateral of Fortiva Borrowers.

(m)Atlanticus. Borrowers have informed Agent and Lenders that on or about November 30, 2012, CompuCredit Holdings Corporation amended its Certificate of Incorporation to change its name to Atlanticus Holdings Corporation. Accordingly all references to CompuCredit contained in the Loan Agreement and the other Credit Documents are hereby amended to “Atlanticus”.

3.Amendment Fee. Upon the effectiveness of this Amendment, Lenders shall have fully earned and Borrowers shall be absolutely and unconditionally obligated to pay to Agent, for the benefit of Lenders, a non-refundable Twenty Thousand Dollars ($20,000) amendment fee (the “Amendment Fee”), which Amendment Fee shall be due and payable in immediately available funds on the date hereof.

4.Effectiveness Conditions. This Amendment shall be effective upon the completion of the following conditions precedent (all agreements, documents and instruments to be in form and substance satisfactory to Agent and Agent's counsel):

(a)Execution and delivery to Agent by Borrowers and Atlanticus of this Amendment.

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(b)Execution and delivery to Agent by Borrowers of an Amended and Restated Promissory Note (the “Note”).

(c)Execution and delivery to Agent by Fortiva Borrowers and Brian Stone of a Custodian Agreement.

(d)Execution and delivery to Agent by Fortiva Borrowers and US Bank National Association of a Control Agreement.

(e)Receipt by Agent of a copy of each Joining Borrower's (i) certificate of organization, certified as of a recent date by an appropriate officer of such Joining Borrower, (ii) operating agreement certified as of a recent date by an appropriate officer of such Joining Borrower and (iii) a certificate of good standing in such Joining Borrower's state of organization and in each jurisdiction in which such Joining Borrower is qualified to do business, each dated within thirty (30) days from the date of this Amendment.

(f)Receipt by Agent of a certified copy of resolutions of each Joining Borrower's board of managers or board of managers, as applicable, authorizing the execution, delivery and performance of this Amendment, the Note and any other applicable Credit Documents, the pledge of the Collateral to Agent as security for the Obligations and designating the appropriate officers to execute and deliver the Credit Documents, and such certification shall state that the resolutions have not been amended, modified, revoked or rescinded as of the date of such certification.

(g)Receipt by Agent of an incumbency certificate for each Joining Borrower identifying all authorized officers with specimen signatures, certified by an appropriate officer of such Joining Borrower.

(h)Receipt by Agent of Uniform Commercial Code, tax and judgment searches against each Joining Borrower in those offices and jurisdictions as Agent shall reasonably request which shall show that no financing statement, liens, or assignments or other filings have been filed or remain in effect against such Joining Borrower or any Collateral except for Permitted Liens and those other Liens, financing statements, assignments or other filings with respect to which the secured party or existing lender (i) has delivered to Agent Uniform Commercial Code termination statements or other documentation evidencing the termination of its Liens and security interests in Collateral, (ii) has agreed in writing to release or terminate its Lien and security interest in Collateral upon receipt of proceeds of the Advances or (iii) has delivered a Subordination Agreement to Agent with respect to its Lien and security interest in the Collateral, all in a form and substance satisfactory to Agent in its sole discretion.

(i)Execution and delivery to Agent by Borrowers' counsel of a written opinion addressed to Agent and Lenders in form and substance satisfactory to Agent in its sole discretion.

(j)Payment by Borrowers to the Agent of the Amendment Fee.

(k)Such other documents, information and reports listed on the Second Amendment Closing Agenda.

5.Representations and Warranties. Each Borrower represents and warrants to Agent and Lenders that:

(a)All warranties and representations made to Agent and Lenders under the Loan Agreement and the Credit Documents are true and correct in all material respects.

(b)The execution and delivery by such Borrower of this Amendment, the Note and each assignment, instrument, document, or agreement executed and delivered in connection herewith by such Borrower and the performance by such Borrower of the transactions herein and therein contemplated (i) are and will be within such Borrower's powers, (ii) have been authorized by all necessary organizational action, and (iii) do not and will not violate any provisions of any law, rule, regulation, judgment, order, writ, decree, determination or award or breach any provisions of the charter, bylaws or other organizational documents of such Borrower, or constitute a default or result in the creation or imposition of any security interest in, or lien or encumbrance upon, any assets of such Borrower (immediately or with the passage of time or with the giving of notice and passage of time, or both) under

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any other contract, agreement, indenture or instrument to which such Borrower is a party or by which such Borrower or its property is bound with failure to comply resulting in a material adverse change in the business, operations, property (including the Collateral) or financial condition of such Borrower.

(c)This Amendment, the Note and any assignment, instrument, document, or agreement executed and delivered by such Borrower in connection herewith will be valid, binding and enforceable against such Borrower in accordance with its respective terms.

(d)No Event of Default or Default has occurred under the Loan Agreement or any of the other Credit Documents.

6.Representations and Release of Claims. Except as otherwise specified herein, the terms and provisions hereof shall in no manner impair, limit, restrict or otherwise affect the obligations of Borrowers or any third party to Agent and Lenders as evidenced by the Credit Documents. Borrowers hereby acknowledge, agree, and represent that (a) as of the date of this Amendment, there are no known claims or offsets against, or defenses or counterclaims to, the terms or provisions of the Credit Documents or the other obligations created or evidenced by the Credit Documents; (b) as of the date of this Amendment, no Borrowers has any known claims, offsets, defenses or counterclaims arising from any of Agent's or any existing or prior Lender's acts or omissions with respect to the Credit Documents or Agent's or any existing or prior Lender's performance under the Credit Documents; and (c) Borrowers jointly and severally promise to pay to the order of Agent and Lenders the indebtedness evidenced by the Notes according to the terms thereof.

7.Collateral. As security for the payment of the Obligations and satisfaction by Borrowers of all covenants and undertakings contained in the Loan Agreement and the Credit Documents, each Existing Borrower reconfirms the prior security interest and lien on, upon and to, its Collateral, whether now owned or hereafter acquired, created or arising and wherever located and each Joining Borrower hereby assigns and grants to Agent a continuing first security interest and lien on, upon and to, its Collateral, whether now owned or hereafter acquired, created or arising and wherever located. Borrowers hereby confirm and agree that all security interests and Liens granted to Agent for the ratable benefit of Lenders continue in full force and effect and shall continue to secure the Obligations. All Collateral remains free and clear of any Liens other than Permitted Liens. Nothing herein contained is intended to in any manner impair or limit the validity, priority and extent of Agent's existing security interest in and Liens upon the Collateral.

8.Acknowledgment of Indebtedness and Obligations. Borrowers hereby acknowledge and confirms that, as of the date hereof, Borrowers are indebted to Agent and Lenders, without defense, setoff or counterclaim, under the Loan Agreement (in addition to any other indebtedness or obligations owed by Borrowers with respect to Bank Products owing to Agent and Wells Fargo Affiliates) in the aggregate principal amount of $20,000,000, plus continually accruing interest and all fees, costs, and expenses, including reasonable attorneys' fees, incurred through the date hereof.

9.Ratification of Credit Documents. This Amendment shall be incorporated into and deemed a part of the Loan Agreement. Except as expressly set forth herein, all of the terms and conditions of the Loan Agreement and Credit Documents are hereby ratified and confirmed and continue unchanged and in full force and effect. All references to the Loan Agreement shall mean the Loan Agreement as modified by this Amendment.

10.Acknowledgment of Atlanticus. By execution of this Amendment, Atlanticus hereby acknowledges the terms and conditions of this Amendment and Atlanticus hereby ratifies and confirms that the Atlanticus Agreement continues unchanged and in full force and effect; provided, however, Atlanticus agrees and acknowledges that the term “Borrower” in the Atlanticus Agreement includes CAR Borrowers and Fortiva Borrowers.

11.Governing Law. This Amendment, the Loan Agreement, the Credit Documents and the transactions contemplated hereby or thereby, and any claim, controversy, or dispute arising out of or relating to this Amendment, the Loan Agreement, the Credit Documents and the transactions

12

contemplated hereby or thereby shall be governed by, construed and enforced in accordance with the laws of the State of Iowa, excluding its conflict of law rules.

12.Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same respective agreement. Signature by facsimile or PDF shall also bind the parties hereto.

[SIGNATURES ON FOLLOWING PAGES]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective duly authorized officers as of the date first above written.

EXISTING BORROWERS:

CARS ACQUISITION LLC

By:/s/ Marguerite J. Blatz

Name:Marguerite J. Blatz

Title:Manager

CAR FINANCIAL SERVICES, INC.

By:/s/ Marguerite J. Blatz

Name:Marguerite J. Blatz

Title:Manager

CAR FUNDING II, INC.

By:/s/ Jeffrey H. Howard

Name:Jeffrey H. Howard

Title:President

CONSUMER AUTO RECEIVABLES SERVICING, LLC

By:/s/ Mitch Saunders

Name:Mitch Saunders

Title:Manager

13

[SIGNATURE PAGE TO SECOND AMENDMENT AND JOINDER TO

LOAN AND SECURITY AGREEMENT]

JOINING BORROWERS:

FORTIVA HOLDINGS, LLC

By:/s/ Jeffrey H. Howard

Name:Jeffrey H. Howard

Title:President

FORTIVA FUNDING, LLC

By:/s/ Mitch Saunders

Name:Mitch Saunders

Title:Manager

FORTIVA CAPITAL, LLC

By:/s/ Mitch Saunders

Name:Mitch Saunders

Title:Manager

Acknowledged:

ATLANTICUS HOLDINGS CORPORATION

By:/s/ William McCamey

Name:William McCamey

Title:Treasurer

[SIGNATURE PAGE TO SECOND AMENDMENT AND JOINDER TO

LOAN AND SECURITY AGREEMENT]

AGENT AND LENDER: WELLS FARGO BANK, N.A. By:/s/ Casey P. Johnson Name:Casey P. Johnson Title:Senior Vice President

[SIGNATURE PAGE TO SECOND AMENDMENT AND JOINDER TO

LOAN AND SECURITY AGREEMENT]

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, David G. Hanna, certify that:

1. I have reviewed this report on Form 10-Q of Atlanticus Holdings Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the fourth fiscal period in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2013

/s/ DAVID G. HANNA

David G. Hanna

Chief Executive Officer and Chairman of the Board

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, J.Paul Whitehead, III, certify that:

1. I have reviewed this report on Form 10-Q of Atlanticus Holdings Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the fourth fiscal period in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2013

/s/ J.PAUL WHITEHEAD, III

J.Paul Whitehead, III

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

The undersigned, as the Chief Executive Officer and Chairman of the Board, and as the Chief Financial Officer, respectively, of Atlanticus Holdings Corporation, certify that, to the best of their knowledge and belief, the Quarterly Report on Form 10-Q for the period ended June 30, 2013, which accompanies this certification fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of Atlanticus Holdings Corporation at the dates and for the periods indicated. The foregoing certifications are made pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) and shall not be relied upon for any other purpose.

This 13th day of August, 2013.

/s/ DAVID G. HANNA

David G. Hanna

Chief Executive Officer and

Chairman of the Board

/s/ J.PAUL WHITEHEAD, III

J.Paul Whitehead, III

Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Atlanticus Holdings Corporation and will be retained by Atlanticus Holdings Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

General

In the normal course of business through the origination of unsecured credit card receivables, we incur off-balance-sheet risks. These risks include commitments of £1.8 million ($2.8 million) at June 30, 2013 to purchase receivables associated with cardholders who have the right to borrow in excess of their current balances up to the maximum credit limit on their credit card accounts. We have never experienced a situation in which all of our customers have exercised their entire available line of credit at any given point in time, nor do we anticipate this will ever occur in the future.  Moreover, there would be a concurrent increase in assets should there be any exercise of these lines of credit.  We also have the effective right to reduce or cancel these available lines of credit at any time.  At June 30, 2013, our remaining available lines of credit associated with credit cards related to those cards issued under programs in the U.K.

Additionally our CAR operations provide floor-plan financing for a pre-qualified network of independent automotive dealers and automotive finance companies in the buy-here, pay-here used car business.  The financings allow dealers and finance companies to borrow in excess of their current balances up to the maximum pre-approved credit limit allowed in order to finance ongoing inventory needs.  These loans are secured by the underlying auto inventory and, in certain cases where we have other lending products outstanding with the dealer, are also secured by the collateral under those lending arrangements as well, including any outstanding dealer reserves. As of June 30, 2013, CAR had unfunded outstanding floor-plan financing commitments totaling $5.8 million.  Each draw against unused commitments is reviewed for conformity to pre-established guidelines.

Under our merchant credit products, we give consumers the ability to borrow up to the maximum credit limit assigned to each individual’s account.  Our unfunded commitments under these products aggregated $39.0 million at June 30, 2013. We have never experienced a situation in which all of our customers have exercised their entire available line of credit at any given point in time, nor do we anticipate this will ever occur in the future.  Moreover, there would be a concurrent increase in assets should there be any exercise of these lines of credit.  We also have the effective right to reduce or cancel these available lines of credit at any time.

Atlanticus Services Corporation’s (formerly CompuCredit Corporation and a wholly owned subsidiary of Atlanticus Holdings Corporation) third-party originating financial institution relationships require security (collateral) related to their issuance of credit cards and cardholder purchases thereunder, of which $0.2 million remains pledged to support various ongoing contractual obligations.  In addition, in connection with our U.K. Portfolio acquisition, Atlanticus Services Corporation guarantees certain obligations of its subsidiaries and its third-party originating financial institution to one of the European payment systems ($0.2 million as of June 30, 2013). Those obligations include, among other things, compliance with one of the European payment system’s operating regulations and by-laws. Atlanticus Services Corporation also guarantees certain performance obligations of its servicer affiliate to the indenture trustee and the trust created under the structured financing relating to our U.K. Portfolio.

Under agreements with third-party originating and other financial institutions, we have agreed to (1) indemnify the financial institutions for certain liabilities associated with the financial institutions’ card issuance and other lending activities on our behalf—such indemnification obligations generally being limited to instances in which we either (a) have been afforded the opportunity to defend against any potentially indemnifiable claims or (b) have reached agreement with the financial institutions regarding settlement of potentially indemnifiable claims, and (2) certain contingent liabilities (capped at $4.4 million) that could arise for us upon the non-performance by third parties under their financial obligations. As of June 30, 2013, we have assessed the likelihood of any potential payments related to the aforementioned contingencies as remote. We will accrue liabilities related to these contingencies in any future period if and in which we assess the likelihood of an estimable payment as probable.

Total System Services, Inc. provides certain services to Atlanticus Services Corporation as a system of record provider under an agreement that extends through May 2015. If Atlanticus Services Corporation were to terminate its U.S. relationship with Total System Services, Inc. prior to the contractual termination period, it would incur significant penalties ($9.1 million as of June 30, 2013).

We also are subject to certain minimum payments under cancelable and non-cancelable lease arrangements.  For further information regarding these commitments See Note 9, “Leases,” in our Annual Report on Form 10-K for the year ended December 31, 2012.

Litigation

We are involved in various legal proceedings that are incidental to the conduct of our business, none of which are material to us.

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General (Details) In Millions, unless otherwise specified									6 Months Ended
	Jun. 30, 2013 Pledge to Purchase Receivables [Member] USD ($)	Jun. 30, 2013 Pledge to Purchase Receivables [Member] GBP (£)	Jun. 30, 2013 Commitments to Car Operations [Member] USD ($)	Jun. 30, 2013 Supply Commitment [Member] USD ($)	Jun. 30, 2013 Securities Pledged as Collateral [Member] USD ($)	Jun. 30, 2013 Guarantee Obligations [Member] USD ($)	Jun. 30, 2013 Penalty for Termination Prior to Contractual Termination Period [Member] USD ($)	Jun. 30, 2013 U.K. Portfolio Structured Financing Trust [Member] USD ($)	Jun. 30, 2013 U.K. Portfolio Structured Financing Trust [Member] Guarantee Obligations [Member] european_payment_system
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Off-balance sheet risks, liability	$ 2.8	£ 1.8	$ 5.8	$ 39.0		$ 4.4	$ 9.1	$ 0.2
Off-balance sheet risks, asset					$ 0.2
Number of European payment systems to which the Company has guarantor obligations									1

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Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 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	0	5,276	0	11,150
Income tax expense	0	(1,846)	0	(3,902)
Income from discontinued operations	0	3,430	0	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 (in dollars per share)	$ (0.71)	$ (0.42)	$ (0.93)	$ (0.79)
Loss on continuing operations attributable to controlling interests per common share-diluted (in dollars per share)	$ (0.71)	$ (0.42)	$ (0.93)	$ (0.79)
Income from discontinued operations attributable to controlling interests per common share—basic (in dollars per share)	$ 0.00	$ 0.16	$ 0.00	$ 0.33
Income from discontinued operations attributable to controlling interests per common share—diluted (in dollars per share)	$ 0.00	$ 0.16	$ 0.00	$ 0.33
Net loss attributable to controlling interests per common share-basic (in dollars per share)	$ (0.71)	$ (0.26)	$ (0.93)	$ (0.46)
Net loss attributable to controlling interests per common share-diluted (in dollars per share)	$ (0.71)	$ (0.26)	$ (0.93)	$ (0.46)

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Discontinued Operations

6 Months Ended

Jun. 30, 2013

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

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	$	—		$	—

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Investments in Equity-Method Investees (Tables)

6 Months Ended

Jun. 30, 2013

Equity Method Investments and Joint Ventures [Abstract]

Summarized data of combined balance sheet and results of operations for our equity-method investees

In the following tables, we summarize (in thousands) combined balance sheet and results of operations data for our equity-method investees:

	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

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Stock-Based Compensation (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 stock_compensation_plan	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock based compensation plans			2
Maximum aggregate number of shares of common stock issued (in shares)	2,000,000		2,000,000
Number of shares remained available for grant (in shares)	803,046		803,046
Income tax related charge to additional paid-in-capital	$ 0	$ 0	$ 0	$ 0
Stock-option-related compensation costs	0	0	0	0
Number of Shares [Roll Forward]
Outstanding, beginning of period (in shares)			500,000	570,000
Issued/Cancelled/Forfeited (in shares)			(500,000)	(70,000)
Outstanding, end of period (in shares)	0	500,000	0	500,000
Exercisable, end of period (in shares)	0	500,000	0	500,000
Weighted-Average Exercise Price [Roll Forward]
Outstanding, beginning of period (in dollars per share)			$ 40.99	$ 39.24
Issued/Cancelled/Forfeited (in dollars per share)			$ 40.99	$ 26.76
Outstanding, end of period (in dollars per share)	$ 0.00	$ 40.99	$ 0.00	$ 40.99
Exercisable, end of period (in dollars per share)	$ 0.00	$ 40.99	$ 0.00	$ 40.99
Weighted-Average of Remaining Contractual Life [Abstract]
Outstanding, end of period				10 months 24 days
Exercisable, end of period				10 months 24 days
Aggregate Intrinsic Value [Abstract]
Outstanding, end of period					0	0
Exercisable, end of period	0	0	0	0
Unamortized deferred compensation costs	0		0
Stock option exercises during the period (in shares)	0	0	0	0
Stock option granted during the period (in shares)	0	0	0	0
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum option period from grant date			10 years
Vesting period			5 years
Restricted Stock [Member]
Aggregate Intrinsic Value [Abstract]
Aggregate restricted stock granted (in shares)			150,472	60,000
Aggregate grant date fair values of restricted stock			500,000	200,000
Unamortized deferred compensation costs of non vested restricted stock	$ 700,000		$ 700,000
Weighted average remaining amortization period of non vested restricted stock			1 year 6 months 24 days
Restricted Stock [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			24 months
Restricted Stock [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			60 months

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Net Income (Loss) Attributable to Controlling Interests Per Common Share

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Net Income (Loss) Attributable to Controlling Interests Per Common Share

Net Income (Loss) Attributable to Controlling Interests Per Common Share

We compute net income (loss) attributable to controlling interests per common share by dividing income (loss) attributable to controlling interests by the weighted-average common shares (including participating securities) outstanding during the period, as discussed below.  Diluted computations applicable in financial reporting periods in which we report income reflect the potential dilution to the basic income per common share computations that could occur if securities or other contracts to issue common stock were exercised, were converted into common stock or were to result in the issuance of common stock that would share in our income.  In performing our net income (loss) attributable to controlling interests per common share computations, we apply accounting rules that require us to include all unvested stock awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, in the number of shares outstanding in our basic and diluted calculations.  Common stock and unvested share-based payment awards earn dividends equally, and we have included all outstanding restricted stock awards in our basic and diluted calculations for current and prior periods.

The following table sets forth the computations of net income (loss) per common share (in thousands, except per share data): 

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2013			2012			2013			2012
Numerator:
Loss on continuing operations attributable to controlling interests	$	(9,849	)	$	(9,175	)	$	(12,857	)	$	(17,425	)
(Loss on) income from discontinued operations attributable to controlling interests	—			3,430			—			7,248
Net loss attributable to controlling interests	$	(9,849	)	$	(5,745	)	$	(12,857	)	$	(10,177	)
Denominator:
Basic (including unvested share-based payment awards) (1)	13,784			21,997			13,813			21,985
Effect of dilutive stock compensation arrangements (2)	—			51			—			67
Diluted (including unvested share-based payment awards) (1)	13,784			22,048			13,813			22,052
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	)

(1) Shares related to unvested share-based payment awards we included in our basic and diluted share counts are 224,662 and 251,525 for the three and six months ended June 30, 2013, respectively compared to 76,500 and 169,209 shares for the three and six months ended June 30, 2012, respectively.

(2) The effect of dilutive options is shown only for informational purposes where we are in a net loss position.  In such situations, the effect of including outstanding options and restricted stock would be anti-dilutive, and they are thus excluded from all loss period calculations.

As their effects were anti-dilutive, we excluded all of our stock options from our net income (loss) per share computations for the three months ended June 30, 2013 and 2012.

For the three and six months ended June 30, 2013 and 2012, there were no shares potentially issuable and thus includible in the diluted net loss attributable to controlling interests per common share calculation under our 3.625% convertible senior notes and 5.875% convertible senior notes. However, in future reporting periods during which our closing stock price is above the respective $20.22 and $24.61 conversion prices for the 3.625% convertible senior notes and 5.875% convertible senior notes, and depending on the closing stock price at conversion, the maximum potential dilution under the conversion provisions of such notes is 22,246 and 5.7 million shares, respectively, which could be included in diluted share counts in net income per common share calculations. See Note 9, “Convertible Senior Notes,” for a further discussion of these convertible securities.

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Fair Values of Assets and Liabilities Reconciliation of Level 3 Liabilities (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance			$ 140,127	$ 241,755
Transfers in due to consolidation of equity-method investees			0	0
Total (gains) losses—realized/unrealized:
Net revaluations of notes payable associated with structured financings, at fair value	970	16,073	15,575	25,390
Repayments on outstanding notes payable, net			(39,388)	(85,480)
Impact of foreign currency translation			(2,701)	1,085
Net transfers in and/or out of Level 3			0	0
Ending Balance	$ 113,613	$ 182,750	$ 113,613	$ 182,750

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Significant Accounting Policies and Consolidated Financial Statement Components Fees and Related Income on Earning Assets (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Accounting Policies [Abstract]
Fees on credit products	$ 5,385,000	$ 4,031,000	$ 9,301,000	$ 6,994,000
Changes in fair value of loans and fees receivable recorded at fair value	8,342,000	26,942,000	25,065,000	82,871,000
Changes in fair value of notes payable associated with structured financings recorded at fair value	(970,000)	(16,073,000)	(15,575,000)	(25,390,000)
Other	(2,538,000)	(469,000)	(1,766,000)	(177,000)
Total fees and related income on earning assets	10,219,000	14,431,000	17,025,000	64,298,000
Note receivable charge off	$ 2,400,000		$ 2,400,000

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Convertible Senior Notes (Tables)

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Components of consolidated balance sheets associated with convertible senior notes

The following summarizes (in thousands) components of our consolidated balance sheets associated with our convertible senior notes:

	As of
	June 30, 2013			December 31, 2012
Face amount of 3.625% convertible senior notes	$	450		$	450
Face amount of 5.875% convertible senior notes	139,467			139,467
Discount	(44,289		)	(44,582		)
Net carrying value	$	95,628		$	95,335
Carrying amount of equity component included in additional paid-in capital	$	108,714		$	108,714
Excess of instruments’ if-converted values over face principal amounts	$	—		$	—

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Notes Payable (Tables)

6 Months Ended

Jun. 30, 2013

Notes Payable [Abstract]

Schedule of structured financing notes at fair value

Scheduled (in millions) in the table below are (1) the carrying amounts of structured financing notes secured by certain credit card receivables and reported at fair value as of both June 30, 2013 and December 31, 2012, (2) the outstanding face amounts of structured financing notes secured by certain credit card receivables and reported at fair value as of June 30, 2013, and (3) the carrying amounts of the credit card receivables and restricted cash that provide the exclusive means of repayment for the notes (i.e., lenders have recourse only to the specific credit card receivables and restricted cash underlying each respective facility and cannot look to our general credit for repayment) as of June 30, 2013.

	Carrying Amounts at Fair Value as of
	June 30, 2013		December 31, 2012
Amortizing securitization facility issued out of our upper-tier originated portfolio master trust (stated maturity of December 2014), outstanding face amount of $170.1 million bearing interest at a weighted average 3.9% interest rate (3.5% as of December 31, 2012), which is secured by credit card receivables and restricted cash aggregating $74.4 million ($93.6 million as of December 31, 2012) in carrying amount	$	74.4	$	93.6
Amortizing term securitization facility (denominated and referenced in U.K. sterling and a stated maturity of April 2014) issued out of our U.K. Portfolio securitization trust, outstanding face amount of $71.5 million bearing interest at a weighted average 5.4% interest rate (5.1% as of December 31, 2012), which is secured by credit card receivables and restricted cash aggregating $39.9 million ($47.3 million as of December 31, 2012) in carrying amount	39.2		46.5
Total structured financing notes reported at fair value that are secured by credit card receivables and to which we are subordinated	$	113.6	$	140.1

Schedule of structured financing notes at face value

Other notes payable outstanding as of June 30, 2013 and December 31, 2012 that are secured by the financial and operating assets of either the borrower, another of our subsidiaries or both, include the following, scheduled (in millions); except as otherwise noted, the assets of our holding company (Atlanticus Holdings Corporation) are subject to creditor claims under these scheduled facilities:

	As of
	June 30, 2013		December 31, 2012
Revolving credit facility (expiring October 4, 2014) at an annual rate equal to 4.8% (4.8% at December 31, 2012) that is secured by the financial and operating assets of CAR with an aggregate carrying amount of $51.8 million ($50.8 million at December 31, 2012) (1) (5)	$	20.0	$	20.0
Revolving credit facility (expiring May 17, 2014) at an annual rate equal to 4.2% that is secured by the financial and operating assets of our borrowing subsidiary with an aggregate carrying amount of $17.5 million (5)	4.0		—
Amortizing debt facility (expiring December 15, 2014) at a fixed rate of 9.5% that is secured by certain receivables and restricted cash with an aggregate carrying amount of $6.8 million (2)	6.7		—
Amortizing debt facility (expiring November 6, 2016) that is secured by our ACC Auto Finance segment receivables and restricted cash with an aggregate carrying amount of $5.2 million ($9.7 million as of December 31, 2012) (3)	1.9		3.9
Revolving credit facility which was refinanced in April 2013	—		1.4
Amortizing structured financing (expiring April 1, 2016) that is secured by certain receivables, with an annual rate equal to the lenders cost of funds plus 6.0% (6.8% as of June 30, 2013) (4)	1.5		—
Revolving credit facility associated with our credit card accounts in the U.K. that can be drawn to the extent of outstanding eligible principal receivables up to £5.0 million, expiring December 1, 2016 with an annual rate equal to the lender’s cost of funds plus 7.0% (9.5% as of June 30, 2013 and 10.3% as of December 31, 2012)	7.8		1.2
Vendor-financed software and equipment purchases (expiring September 2014) at an implied rate of 15.0%, that are secured by certain equipment	0.1		0.2
Total notes payable outstanding	$	42.0	$	26.7

(1) Loan is subject to certain affirmative covenants, including a coverage ratio, a leverage ratio and a collateral performance test, the failure of which could result in required early repayment of all or a portion of the outstanding balance by our CAR Auto Finance operations. The assets of Atlanticus Holdings Corporation are not subject to creditor claims arising due to asset performance-related covenants under this loan.

(2) Loan is subject to certain affirmative covenants tied to default rates and other performance metrics the failure of which could result in required early repayment of the remaining unamortized balance.

(3) The terms of this lending agreement provide for the application of all excess cash flows from the underlying auto finance receivables portfolio (above and beyond interest costs and contractual servicing compensation to our outsourced third-party servicer) to reduce the outstanding principal balance of the debt, and the outstanding principal balance was repaid in the fourth quarter of 2012.  Now that we have repaid the principal portion of the note, the lending agreement requires that we remit 37.5% of future cash flows (net of contractual servicing compensation) generated on the auto finance receivables portfolio to the note holders as additional compensation for the use of their capital. Based on current estimates of this additional compensation, we currently are accruing interest expense on this liability at a 25.4% effective interest rate based on current expectations of future collections, and the amount disclosed in the above table represents our accrued interest expense liability under this lending agreement. The assets of Atlanticus Holdings Corporation are not subject to creditor claims arising under this loan.

(4) Loan has certain asset performance covenants that if triggered could accelerate the early repayment of the remaining unamortized balance.

(5) Loans are from same lender and are cross-collateralized; thus, combined security interests are subject to claims upon the default of either lending arrangement.

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Fair Values of Assets and Liabilities Quantitative Information about Level 3 Assets Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified			6 Months Ended						6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Minimum [Member]	Jun. 30, 2013 Maximum [Member]	Jun. 30, 2013 Weighted Average [Member]	Jun. 30, 2013 Loans And Fees Receivable [Member]		Jun. 30, 2013 Loans and Fees Receivable Pledged as Collateral [Member]	Jun. 30, 2013 Loans and Fees Receivable Pledged as Collateral [Member] Minimum [Member]		Jun. 30, 2013 Loans and Fees Receivable Pledged as Collateral [Member] Maximum [Member]		Jun. 30, 2013 Loans and Fees Receivable Pledged as Collateral [Member] Weighted Average [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Loans and fees receivable, at fair value	$ 15,662	$ 20,378				$ 15,662		$ 107,258
Gross yield			8.40%	25.30%	18.80%	23.50%	[1]		8.40%	[1]	25.30%	[1]	18.80%	[1]
Principal payment rate			1.50%	3.20%	2.50%	3.70%	[1]		1.50%	[1]	3.20%	[1]	2.50%	[1]
Expected credit loss rate			11.70%	23.00%	18.70%	17.00%	[1]		11.70%	[1]	23.00%	[1]	18.70%	[1]
Servicing rate						11.20%	[1]		6.80%	[1]	8.50%	[1]	7.80%	[1]
Gross yield			15.90%	20.30%	17.60%	15.90%	[1]		15.90%	[1]	16.20%	[1]	16.00%	[1]
Loans and fees receivable pledged as collateral under structured financings, at fair value	$ 107,258	$ 133,595

[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.

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Significant Accounting Policies and Consolidated Financial Statement Components Components of loan and fees, receivable, net (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2012	Dec. 31, 2011
Accounting Policies [Abstract]
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	$ 112.5	$ 119.3

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Discontinued Operations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Key components of discontinued operations on consolidated statements of operations [Abstract]
Income before income taxes	$ 0	$ 5,276	$ 0	$ 11,150
Income tax expense	0	(1,846)	0	(3,902)
Income from discontinued operations	0	3,430	0	7,248
Discontinued Operations [Member]
Key components of discontinued operations on consolidated statements of operations [Abstract]
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)
Income from discontinued operations		3,430		7,248
Net income attributable to noncontrolling interests		$ 0		$ 0

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Fair Values of Assets and Liabilities Quantitative Information about Level 3 Liabilities Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified			6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Minimum [Member]	Jun. 30, 2013 Maximum [Member]	Jun. 30, 2013 Weighted Average [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Notes payable associated with structured financings, at fair value	$ 113,613	$ 140,127
Gross yield			8.40%	25.30%	18.80%
Principal payment rate			1.50%	3.20%	2.50%
Expected credit loss rate			11.70%	23.00%	18.70%
Discount rate			15.90%	20.30%	17.60%

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Significant Accounting Policies and Consolidated Financial Statement Components (Details)	6 Months Ended		12 Months Ended
	Jun. 30, 2013 category_of_credit_card_receivable	Jun. 30, 2012	Dec. 31, 2012 category_of_credit_card_receivable
Accounting Policies [Abstract]
Number of categories of credit card receivables significantly affected by estimates	2		2
Weighted Average Remaining Accretion Period of Deferred Revenue	14 months	13 months
Number of days for charge off uncollectible loans and fees receivable	180 days

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Investments in Equity-Method Investees (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Mar. 31, 2011
Schedule of Equity Method Investments [Line Items]
Gain from discount to fair value of investee assets	$ 900,000
Summarized data of combined balance sheet and results of operations for our equity-method investees [Abstract]
Net (loss) income attributable to our equity investment in investee	957,000	3,539,000	5,264,000	9,556,000
Notes payable, fair value	39,200,000		39,200,000
Equity-Method Investees [Member]
Summarized data of combined balance sheet and results of operations for our equity-method investees [Abstract]
Loans and fees receivable pledged as collateral under structured financings, at fair value	41,761,000		41,761,000		53,375,000
Investments in non-marketable debt securities, at fair value	39,163,000		39,163,000		46,564,000
Total assets	104,239,000		104,239,000		114,375,000
Notes payable associated with structured financings, at fair value	17,585,000		17,585,000		29,279,000
Total liabilities	17,824,000		17,824,000		29,558,000
Members’ capital	86,415,000		86,415,000		84,817,000
Net interest income, fees and related (loss) income on earning assets	1,937,000	7,084,000	10,574,000	21,371,000
Total other operating income	176,000	846,000	514,000	929,000
Net (loss) income	1,631,000	7,214,000	10,045,000	20,704,000
Net (loss) income attributable to our equity investment in investee	957,000	3,539,000	5,264,000	9,556,000
Limited Liability Company [Member]
Schedule of Equity Method Investments [Line Items]
Equity-method investment, interests	66.70%		66.70%			50.00%
U.K. Portfolio Structured Financing Trust [Member]
Schedule of Equity Method Investments [Line Items]
Equity-method investment, interests						50.00%
Summarized data of combined balance sheet and results of operations for our equity-method investees [Abstract]
Investments in non-marketable debt securities, at fair value	39,163,000		39,163,000		46,564,000
Total assets	40,696,000		40,696,000		47,125,000
Total liabilities	0		0		0
Members’ capital	40,696,000		40,696,000		47,125,000
Net interest income, fees and related (loss) income on earning assets	(964,000)	4,010,000	6,266,000	4,557,000
Net (loss) income	(976,000)	3,998,000	6,243,000	4,524,000
Net (loss) income attributable to our equity investment in investee	$ (487,000)	$ 284,000	$ 3,122,000	$ 804,000

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Fair Values of Assets and Liabilities (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Assets measured on a recurring basis at fair value

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.

Reconciliation of Level 3 assets measured at fair value on a recurring basis using significant unobservable inputs

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

Level 3 assets measured at fair value on a recurring basis using significant unobservable inputs, quantitative information

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.

Liabilities measured on a recurring basis at fair value

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:

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

Reconciliation for Level 3 Liabilities measured at fair value on a recurring basis using significant unobservable inputs

For our material Level 3 liabilities 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 2012.

	Notes Payable Associated with Structured Financings, at Fair Value
	2013			2012
Beginning balance, January 1	$	140,127		$	241,755
Transfers in due to consolidation of equity-method investees	—			—
Total (gains) losses—realized/unrealized:
Net revaluations of notes payable associated with structured financings, at fair value	15,575			25,390
Repayments on outstanding notes payable, net	(39,388		)	(85,480		)
Impact of foreign currency translation	(2,701		)	1,085
Net transfers in and/or out of Level 3	—			—
Ending balance, June 30	$	113,613		$	182,750

Level 3 liabilities measured at fair value on a recurring basis using significant unobservable inputs, quantitative information

For material Level 3 liabilities 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 for the period ended 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)
Notes payable associated with structured financings, at fair value	$	113,613	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%)
				Discount rate	15.9% to 20.3% (17.6%)

Other relevant data concerning our assets and liabilities measured at fair value

Other relevant data (in thousands) as of June 30, 2013 and December 31, 2012 concerning certain assets and liabilities we carry at fair value are as follows:

As of June 30, 2013	Loans and Fees Receivable at Fair Value		Loans and Fees Receivable Pledged as Collateral under Structured Financings at Fair Value
Aggregate unpaid principal balance within loans and fees receivable that are reported at fair value	$	21,213	$	144,322
Aggregate fair value of loans and fees receivable that are reported at fair value	$	15,662	$	107,258
Aggregate fair value of receivables carried at fair value that are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies)	$	29	$	415
Aggregate excess of balance of unpaid principal receivables within loans and fees receivable that are reported at fair value and are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies) over the fair value of such loans and fees receivable	$	799	$	6,116

As of December 31, 2012	Loans and Fees Receivable at Fair Value		Loans and Fees Receivable Pledged as Collateral under Structured Financings at Fair Value
Aggregate unpaid principal balance within loans and fees receivable that are reported at fair value	$	26,154	$	192,433
Aggregate fair value of loans and fees receivable that are reported at fair value	$	20,378	$	133,595
Aggregate fair value of receivables carried at fair value that are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies)	$	36	$	957
Aggregate excess of balance of unpaid principal receivables within loans and fees receivable that are reported at fair value and are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies) over the fair value of such loans and fees receivable	$	1,643	$	7,591

Notes Payable	Notes Payable Associated with Structured Financings, at Fair Value as of June 30, 2013		Notes Payable Associated with Structured Financings, at Fair Value as of December 31, 2012
Aggregate unpaid principal balance of notes payable	$	241,675	$	287,711
Aggregate fair value of notes payable	$	113,613	$	140,127

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Consolidated Statements of Equity (Unaudited) (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Loss [Member]	Retained Deficit [Member]	Noncontrolling Interests [Member]
Balance at Dec. 31, 2012	$ 19,187	$ 0	$ 211,122	$ 0	$ (1,154)	$ (190,673)	$ (108)
Balance (in shares) at Dec. 31, 2012		15,509,179
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Compensatory stock issuances (in shares)		172,964
Contributions by owners of noncontrolling interests	26						26
Amortization of deferred stock-based compensation costs	212		212
Redemption and retirement of shares (in shares)		(237,563)
Redemption and retirement of shares	(866)		(866)
Net loss	(12,777)					(12,857)	80
Foreign currency translation adjustment, net of tax	(1,372)				(1,372)
Balance at Jun. 30, 2013	$ 4,410	$ 0	$ 210,468	$ 0	$ (2,526)	$ (203,530)	$ (2)
Balance (in shares) at Jun. 30, 2013		15,444,580

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Description of Our Business

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Our Business

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.

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Segment Reporting

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Segment Reporting

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.

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

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

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Significant Accounting Policies and Consolidated Financial Statement Components

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Significant Accounting Policies and Consolidated Financial Statement Components

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.

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	)

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	)

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.)

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.

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.

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.

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Segment Reporting (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 industry segment	Jun. 30, 2012	Dec. 31, 2012
Segment Reporting Information [Line Items]
Number of industries the Company operates in			1
Number of reportable segments			2
Interest income:
Consumer loans, including past due fees	$ 16,681,000	$ 22,853,000	$ 36,505,000	$ 47,983,000
Other	84,000	206,000	195,000	408,000
Total interest income	16,765,000	23,059,000	36,700,000	48,391,000
Interest expense	(5,866,000)	(7,325,000)	(11,638,000)	(18,176,000)
Net interest income before fees and related income on earning assets and provision for losses on loans and fees receivable	10,899,000	15,734,000	25,062,000	30,215,000
Fees and related income on earning assets	10,219,000	14,431,000	17,025,000	64,298,000
Servicing income	2,604,000	968,000	5,205,000	2,232,000
Equity in income of equity-method investees	957,000	3,539,000	5,264,000	9,556,000
Loss on continuing operations before income taxes	(9,328,000)	(10,643,000)	(11,869,000)	(20,683,000)
Income tax (expense) benefit	(462,000)	1,257,000	(908,000)	2,973,000
Total assets	351,430,000	425,933,000	351,430,000	425,933,000	380,426,000
Credit Cards and Other Investments [Member]
Interest income:
Consumer loans, including past due fees	10,866,000	16,476,000	24,910,000	35,170,000
Other	37,000	139,000	78,000	275,000
Total interest income	10,903,000	16,615,000	24,988,000	35,445,000
Interest expense	(5,603,000)	(6,862,000)	(10,942,000)	(14,537,000)
Net interest income before fees and related income on earning assets and provision for losses on loans and fees receivable	5,300,000	9,753,000	14,046,000	20,908,000
Fees and related income on earning assets	12,581,000	14,155,000	19,321,000	63,695,000
Servicing income	2,404,000	803,000	4,804,000	1,926,000
Equity in income of equity-method investees	957,000	3,539,000	5,264,000	9,556,000
Loss on continuing operations before income taxes	(8,794,000)	(13,194,000)	(12,765,000)	(21,632,000)
Income tax (expense) benefit	(101,000)	1,761,000	(179,000)	3,973,000
Total assets	292,342,000	351,585,000	292,342,000	351,585,000
Auto Finance [Member]
Interest income:
Consumer loans, including past due fees	5,815,000	6,377,000	11,595,000	12,813,000
Other	47,000	67,000	117,000	133,000
Total interest income	5,862,000	6,444,000	11,712,000	12,946,000
Interest expense	(263,000)	(463,000)	(696,000)	(3,639,000)
Net interest income before fees and related income on earning assets and provision for losses on loans and fees receivable	5,599,000	5,981,000	11,016,000	9,307,000
Fees and related income on earning assets	(2,362,000)	276,000	(2,296,000)	603,000
Servicing income	200,000	165,000	401,000	306,000
Equity in income of equity-method investees	0	0	0	0
Loss on continuing operations before income taxes	(534,000)	2,551,000	896,000	949,000
Income tax (expense) benefit	(361,000)	(504,000)	(729,000)	(1,000,000)
Total assets	$ 59,088,000	$ 74,348,000	$ 59,088,000	$ 74,348,000

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Net Income (Loss) Attributable to Controlling Interests Per Common Share (Tables)

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Computations of net income (loss) per common share

The following table sets forth the computations of net income (loss) per common share (in thousands, except per share data): 

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2013			2012			2013			2012
Numerator:
Loss on continuing operations attributable to controlling interests	$	(9,849	)	$	(9,175	)	$	(12,857	)	$	(17,425	)
(Loss on) income from discontinued operations attributable to controlling interests	—			3,430			—			7,248
Net loss attributable to controlling interests	$	(9,849	)	$	(5,745	)	$	(12,857	)	$	(10,177	)
Denominator:
Basic (including unvested share-based payment awards) (1)	13,784			21,997			13,813			21,985
Effect of dilutive stock compensation arrangements (2)	—			51			—			67
Diluted (including unvested share-based payment awards) (1)	13,784			22,048			13,813			22,052
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	)

(1) Shares related to unvested share-based payment awards we included in our basic and diluted share counts are 224,662 and 251,525 for the three and six months ended June 30, 2013, respectively compared to 76,500 and 169,209 shares for the three and six months ended June 30, 2012, respectively.

(2) The effect of dilutive options is shown only for informational purposes where we are in a net loss position.  In such situations, the effect of including outstanding options and restricted stock would be anti-dilutive, and they are thus excluded from all loss period calculations.

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Significant Accounting Policies and Consolidated Financial Statement Components Components of aggregated categories of loans and fees, receivable, net (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Components of Aggregated Categories of Loans and Leases Receivable [Roll Forward]
Loans and fees receivable, gross, beginning balance			$ 89.1	$ 119.3
Loans and fees receivable, gross, Additions			109.2	95.7
Loans and fees receivable, gross, Subtractions			(98.8)	(102.5)
Loans and fees receivable, gross, ending balance	99.5	112.5	99.5	112.5
Deferred revenue, beginning balance			(8.3)	(8.0)
Deferred revenue, Additions			(15.1)	(13.3)
Deferred revenue, Subtractions			13.9	12.8
Deferred revenue, ending balance	(9.5)	(8.5)	(9.5)	(8.5)
Allowance for uncollectible loans and fees receivable, beginning balance	(10.1)	(12.5)	(11.2)	(14.7)
Allowance for uncollectible loans and fees receivable, Additions	(6.7)	(7.4)	(10.0)	(10.3)
Allowance for uncollectible loans and fees receivable, Subtractions			7.6	8.0
Allowance for uncollectible loans and fees receivable, ending balance	(13.6)	(17.0)	(13.6)	(17.0)
Loans and fees receivable, net, beginning balance			69.6	96.6
Loans and fees receivable, net, Additions			84.1	72.1
Loans and fees receivable, net, Subtractions			(77.3)	(81.7)
Loans and fees receivable, net, ending balance	$ 76.4	$ 87.0	$ 76.4	$ 87.0

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Significant Accounting Policies and Consolidated Financial Statement Components Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Accounting Policies [Abstract]
Effective income tax benefit rate	(5.00%)	11.80%	(7.70%)	14.40%
Interest and penalties related to unrecognized tax benefits	$ 0.5	$ 0.5	$ 0.9	$ 0.9

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Net Income (Los) Attributable to Controlling Interests Per Common Share Antidilutive Securities (Details) (USD $)	6 Months Ended			3 Months Ended		6 Months Ended
	Jun. 30, 2013 3.625% Convertible Senior Notes Due 2025 [Member]	May 31, 2012 3.625% Convertible Senior Notes Due 2025 [Member]	May 31, 2005 3.625% Convertible Senior Notes Due 2025 [Member]	Jun. 30, 2013 5.875% Convertible Senior Notes Due 2035 [Member]	Jun. 30, 2012 5.875% Convertible Senior Notes Due 2035 [Member]	Jun. 30, 2012 5.875% Convertible Senior Notes Due 2035 [Member]	Nov. 30, 2005 5.875% Convertible Senior Notes Due 2035 [Member]	May 31, 2005 5.875% Convertible Senior Notes Due 2035 [Member]
Debt Instrument [Line Items]
Shares potentially issuable and includible in diluted net loss attributable to controlling interest per common share (in shares)	0			0	0	0
Interest rate of convertible senior note (in hundredths)		3.625%	3.625%				5.875%	5.875%
Conversion price for convertible senior notes (in dollars per share)	$ 20.22			$ 24.61
Maximum potential dilution in future periods under the conversion provisions of convertible senior notes (in shares)	22,246			5,700,000

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Fair Values of Assets and Liabilities, Other Relevant Data (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Schedule of Fair Value Assets And Liabilities [Line Items]
Aggregate unpaid principal balance of notes payable	$ 241,675	$ 287,711
Loans and Fees Receivable, at Fair Value [Member]
Schedule of Fair Value Assets And Liabilities [Line Items]
Aggregate unpaid principal balance within loans and fees receivable that are reported at fair value	21,213	26,154
Aggregate fair value of loans and fees receivable that are reported at fair value	15,662	20,378
Aggregate fair value of receivables carried at fair value that are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies)	29	36
Aggregate excess of balance of unpaid principal receivables within loans and fees receivable that are reported at fair value and are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies) over the fair value of such loans and fees receivable	799	1,643
Loans and Fees Receivable Pledged as Collateral under Structured Financings, at Fair Value [Member]
Schedule of Fair Value Assets And Liabilities [Line Items]
Aggregate unpaid principal balance within loans and fees receivable that are reported at fair value	144,322	192,433
Aggregate fair value of loans and fees receivable that are reported at fair value	107,258	133,595
Aggregate fair value of receivables carried at fair value that are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies)	415	957
Aggregate excess of balance of unpaid principal receivables within loans and fees receivable that are reported at fair value and are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies) over the fair value of such loans and fees receivable	6,116	7,591
Structured Financing Notes Payable [Member]
Schedule of Fair Value Assets And Liabilities [Line Items]
Aggregate fair value of notes payable	$ 113,613	$ 140,127

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Fair Values of Assets and Liabilities Reconciliation of Level 3 Assets (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Reconciliation of Level 3 assets measured at fair value on a recurring basis using significant unobservable inputs [Abstract]
Beginning Balance	$ 153,973	$ 266,989
Total gains—realized/unrealized:
Net revaluations of loans and fees receivable pledged as collateral under structured financings, at fair value	19,789	75,471
Net revaluations of loans and fees receivable, at fair value	5,276	7,400
Settlements, net	(53,545)	(143,952)
Impact of foreign currency translation	(2,573)	1,144
Net transfers in and/or out of Level 3	0	0
Ending Balance	122,920	207,052
Loans and Fees Receivable, at Fair Value [Member]
Reconciliation of Level 3 assets measured at fair value on a recurring basis using significant unobservable inputs [Abstract]
Beginning Balance	20,378	28,226
Total gains—realized/unrealized:
Net revaluations of loans and fees receivable pledged as collateral under structured financings, at fair value	0	0
Net revaluations of loans and fees receivable, at fair value	5,276	7,400
Settlements, net	(9,992)	(14,780)
Impact of foreign currency translation	0	0
Net transfers in and/or out of Level 3	0	0
Ending Balance	15,662	20,846
Loans and Fees Receivable Pledged as Collateral under Structured Financings, at Fair Value [Member]
Reconciliation of Level 3 assets measured at fair value on a recurring basis using significant unobservable inputs [Abstract]
Beginning Balance	133,595	238,763
Total gains—realized/unrealized:
Net revaluations of loans and fees receivable pledged as collateral under structured financings, at fair value	19,789	75,471
Net revaluations of loans and fees receivable, at fair value	0	0
Settlements, net	(43,553)	(129,172)
Impact of foreign currency translation	(2,573)	1,144
Net transfers in and/or out of Level 3	0	0
Ending Balance	$ 107,258	$ 186,206

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Loans and fees receivable:
Loans and fees receivable, deferred revenue	$ 9,500	$ 8,300
Equity
Common stock, par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	150,000,000	150,000,000
Common stock, shares issued (in shares)	15,444,580	15,509,179
Common stock, shares outstanding (in shares)	15,444,580	15,509,179
Common stock, loaned shares to be returned (in shares)	1,672,656	1,672,656
Loans and Fees Receivable [Member]
Loans and fees receivable:
Loans and fees receivable, deferred revenue	9,496	8,274
Loans and fees receivable, allowances for uncollectible loans and fees receivable	$ 13,606	$ 11,151

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Fair Values of Assets and Liabilities

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Fair Values of Assets and Liabilities

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.”

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.

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:

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 related income on earning assets table within Note 2, “Significant Accounting Policies and Consolidated Financial Statement Components.”  See Note 8, “Notes Payable,” for further discussion on our notes payable.

For our material Level 3 liabilities 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 2012.

	Notes Payable Associated with Structured Financings, at Fair Value
	2013			2012
Beginning balance, January 1	$	140,127		$	241,755
Transfers in due to consolidation of equity-method investees	—			—
Total (gains) losses—realized/unrealized:
Net revaluations of notes payable associated with structured financings, at fair value	15,575			25,390
Repayments on outstanding notes payable, net	(39,388		)	(85,480		)
Impact of foreign currency translation	(2,701		)	1,085
Net transfers in and/or out of Level 3	—			—
Ending balance, June 30	$	113,613		$	182,750

The unrealized gains and losses for liabilities within the Level 3 category presented in the tables above include changes in fair value that are attributable to both observable and unobservable inputs. We provide below a brief description of the valuation techniques used for Level 3 liabilities.

Net Revaluation of Notes Payable Associated with Structured Financings, at Fair Value. We record the net revaluations of notes payable associated with structured financings, at fair value, in the changes in fair value of notes payable associated with structured financings line item within the fees and related income on earning assets category of our consolidated statements of operations.

For material Level 3 liabilities 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 for the period ended 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)
Notes payable associated with structured financings, at fair value	$	113,613	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%)
				Discount rate	15.9% to 20.3% (17.6%)

Other Relevant Data

Other relevant data (in thousands) as of June 30, 2013 and December 31, 2012 concerning certain assets and liabilities we carry at fair value are as follows:

As of June 30, 2013	Loans and Fees Receivable at Fair Value		Loans and Fees Receivable Pledged as Collateral under Structured Financings at Fair Value
Aggregate unpaid principal balance within loans and fees receivable that are reported at fair value	$	21,213	$	144,322
Aggregate fair value of loans and fees receivable that are reported at fair value	$	15,662	$	107,258
Aggregate fair value of receivables carried at fair value that are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies)	$	29	$	415
Aggregate excess of balance of unpaid principal receivables within loans and fees receivable that are reported at fair value and are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies) over the fair value of such loans and fees receivable	$	799	$	6,116

As of December 31, 2012	Loans and Fees Receivable at Fair Value		Loans and Fees Receivable Pledged as Collateral under Structured Financings at Fair Value
Aggregate unpaid principal balance within loans and fees receivable that are reported at fair value	$	26,154	$	192,433
Aggregate fair value of loans and fees receivable that are reported at fair value	$	20,378	$	133,595
Aggregate fair value of receivables carried at fair value that are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies)	$	36	$	957
Aggregate excess of balance of unpaid principal receivables within loans and fees receivable that are reported at fair value and are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies) over the fair value of such loans and fees receivable	$	1,643	$	7,591

Notes Payable	Notes Payable Associated with Structured Financings, at Fair Value as of June 30, 2013		Notes Payable Associated with Structured Financings, at Fair Value as of December 31, 2012
Aggregate unpaid principal balance of notes payable	$	241,675	$	287,711
Aggregate fair value of notes payable	$	113,613	$	140,127

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Consolidated Statements of Comprehensive Loss (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Statement of Other Comprehensive Income [Abstract]
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)

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
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	0	0
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

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Notes Payable (Details)								6 Months Ended								3 Months Ended		3 Months Ended				3 Months Ended		3 Months Ended				3 Months Ended			3 Months Ended				3 Months Ended
	Jun. 30, 2013 USD ($)	Dec. 31, 2012 USD ($)	Jun. 30, 2012 USD ($)	Jun. 30, 2013 Amortizing Debt Facility [Member] USD ($)		Dec. 31, 2012 Amortizing Debt Facility [Member] USD ($)		Jun. 30, 2013 Amortizing Debt Facility Secured by ACC Auto Finance Segment [Member] USD ($)		Dec. 31, 2012 Amortizing Debt Facility Secured by ACC Auto Finance Segment [Member] USD ($)		Jun. 30, 2013 Software and Equipment Purchases Secured by Equipment [Member] USD ($)	Dec. 31, 2012 Software and Equipment Purchases Secured by Equipment [Member] USD ($)	Jun. 30, 2013 Expiring June 2013 [Member] USD ($)	Dec. 31, 2012 Expiring June 2013 [Member] USD ($)	Jun. 30, 2013 Expiring April 2014 [Member] USD ($)	Dec. 31, 2012 Expiring April 2014 [Member] USD ($)	Jun. 30, 2013 Expiring October 2014 [Member] USD ($)		Dec. 31, 2012 Expiring October 2014 [Member] USD ($)		Jun. 30, 2013 Expiring October 2013 [Member] USD ($)	Dec. 31, 2012 Expiring October 2013 [Member] USD ($)	Jun. 30, 2013 Expiring April 2016 [Member] USD ($)		Dec. 31, 2012 Expiring April 2016 [Member] USD ($)		Jun. 30, 2013 Expiring December 2016 [Member] USD ($)	Jun. 30, 2013 Expiring December 2016 [Member] GBP (£)	Dec. 31, 2012 Expiring December 2016 [Member] USD ($)	Jun. 30, 2013 Expiring May 2014 [Member] USD ($)		Dec. 31, 2012 Expiring May 2014 [Member] USD ($)		Jun. 30, 2013 Software and Equipment Purchases Secured by Equipment [Member]	Jun. 30, 2013 Amortizing Debt Facility Secured by ACC Auto Finance Segment [Member]		Jun. 30, 2013 Amortizing Debt Facility [Member]		Mar. 31, 2013 Interest Rate Swap [Member] USD ($)	May 31, 2013 CAR Facility [Member] USD ($)	Jun. 30, 2013 CAR Facility [Member] Expiring October 2014 [Member]		Dec. 31, 2012 CAR Facility [Member] Expiring October 2014 [Member]		Jun. 30, 2013 CAR Facility [Member] Expiring May 2014 [Member]		Jun. 30, 2013 Merchant Credit Product - Revolving Credit Facility [Member]		Jun. 30, 2013 Merchant Credit Product - Revolving Credit Facility [Member] Expiring April 2016 [Member]		Jun. 30, 2013 U.K. Test Accounts - Revolving Credit Facility [Member]	Dec. 31, 2012 U.K. Test Accounts - Revolving Credit Facility [Member]	Jun. 30, 2013 U.K. Test Accounts - Revolving Credit Facility [Member] Expiring December 2016 [Member]
Notes Payable Associated with Structured Financings, at Fair Value [Abstract]
Notes payable associated with structured financings, at fair value	$ 113,613,000	$ 140,127,000														$ 39,200,000	$ 46,500,000
Face Amount														170,100,000		71,500,000
Weighted Average Interest Rate														3.90%	3.50%	5.40%	5.10%
Credit card receivables and restricted cash, carrying amount, as security for notes payable	114,300,000													74,400,000	93,600,000	39,900,000	47,300,000
Maximum aggregate exposure to pre-tax equity loss associated with structured financing at fair value	700,000
Notes Payable, at Face Value [Abstract]
Outstanding balance	42,017,000	26,747,000		6,700,000	[1]	0	[1]	1,900,000	[2]	3,900,000	[2]	100,000	200,000					20,000,000	[3],[4]	20,000,000	[3],[4]	0	1,400,000	1,500,000	[5]	0	[5]	7,800,000		1,200,000	4,000,000	[3]	0	[3]
Carrying Amount of Receivables as Security for Structured Financing Notes				7,400,000	[1]			5,200,000	[2]	9,700,000	[2]							51,800,000	[3],[4]	50,800,000	[3],[4]										17,000,000	[3]
Carrying value of financial and operating assets	351,430,000	380,426,000	425,933,000																										5,000,000
Minimum fixed rate of debt facility (in hundredths)				9.50%	[1]							15.00%
Basis spread on interest rate (in hundredths)																																																		6.00%	[5]			7.00%
Debt Instrument, Interest Rate at Period End																																																6.80%	[5]			9.50%	10.30%
Maturity Date																Apr. 01, 2014		Oct. 04, 2014	[3],[4]			Dec. 01, 2014		Apr. 01, 2016	[5]			Dec. 01, 2016	Dec. 01, 2016		May 17, 2014	[3]			Sep. 30, 2014	Nov. 06, 2016	[2]	Dec. 15, 2014	[1]
CAR revolving credit facility	20,000,000	20,000,000																																						20,000,000
Interest rate (in hundredths)								25.40%																																4.75%		4.80%	[3],[4]	4.80%	[3],[4]	4.80%	[3]
Line of Credit Facility, Maximum Borrowing Capacity																																									$ 40,000,000.0
Percentage of receivables allocated as compensation after repayment of notes (in hundredths)								37.50%
Basis spread of interest rate (in hundredths)																																								4.00%

[1] Loan is subject to certain affirmative covenants tied to default rates and other performance metrics the failure of which could result in required early repayment of the remaining unamortized balance.

[2] The terms of this lending agreement provide for the application of all excess cash flows from the underlying auto finance receivables portfolio (above and beyond interest costs and contractual servicing compensation to our outsourced third-party servicer) to reduce the outstanding principal balance of the debt, and the outstanding principal balance was repaid in the fourth quarter of 2012. Now that we have repaid the principal portion of the note, the lending agreement requires that we remit 37.5% of future cash flows (net of contractual servicing compensation) generated on the auto finance receivables portfolio to the note holders as additional compensation for the use of their capital. Based on current estimates of this additional compensation, we currently are accruing interest expense on this liability at a 25.4% effective interest rate based on current expectations of future collections, and the amount disclosed in the above table represents our accrued interest expense liability under this lending agreement. The assets of Atlanticus Holdings Corporation are not subject to creditor claims arising under this loan.

[3] Loans are from same lender and are cross-collateralized; thus, combined security interests are subject to claims upon the default of either lending arrangement.

[4] Loan is subject to certain affirmative covenants, including a coverage ratio, a leverage ratio and a collateral performance test, the failure of which could result in required early repayment of all or a portion of the outstanding balance by our CAR Auto Finance operations. The assets of Atlanticus Holdings Corporation are not subject to creditor claims arising due to asset performance-related covenants under this loan.

[5] Loan has certain asset performance covenants that if triggered could accelerate the early repayment of the remaining unamortized balance.

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Information related to options outstanding

Information related to options outstanding is as follows:

	For the Six Months Ended June 30, 2013
	Number of Shares		Weighted- Average Exercise Price		Weighted- Average of Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at December 31, 2012	500,000		$	40.99
Issued/Cancelled/Forfeited	(500,000	)	$	40.99
Outstanding at June 30, 2013	—		$	—		$	—
Exercisable at June 30, 2013	—		$	—		$	—
	For the Six Months Ended June 30, 2012
	Number of Shares		Weighted- Average Exercise Price		Weighted- Average of Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at December 31, 2011	570,000		$	39.24
Issued/Cancelled/Forfeited	(70,000	)	$	26.76
Outstanding at June 30, 2012	500,000		$	40.99	0.9	$	—
Exercisable at June 30, 2012	500,000		$	40.99	0.9	$	—

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Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Summary of operating segment information

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

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

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Fair Values of Assets and Liabilities Summary of Fair Value Hierarchy for Assets (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loans and fees receivable pledged as collateral under structured financings, at fair value	$ 107,258		$ 133,595
Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loans and fees receivable, net for which it is practicable to estimate fair value	68,597	[1]	65,198	[1]
Loans and fees receivable, net for which it is not practicable to estimate fair value (2)	7,821	[1],[2]	4,427	[1],[2]
Loans and fees receivable, at fair value	15,662	[1]	20,378	[1]
Loans and fees receivable pledged as collateral under structured financings, at fair value	107,258	[1]	133,595	[1]
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loans and fees receivable, net for which it is practicable to estimate fair value	0	[1]	0	[1]
Loans and fees receivable, net for which it is not practicable to estimate fair value (2)	0	[1],[2]	0	[1],[2]
Loans and fees receivable, at fair value	0	[1]	0	[1]
Loans and fees receivable pledged as collateral under structured financings, at fair value	0	[1]	0	[1]
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loans and fees receivable, net for which it is practicable to estimate fair value	0	[1]	0	[1]
Loans and fees receivable, net for which it is not practicable to estimate fair value (2)	0	[1],[2]	0	[1],[2]
Loans and fees receivable, at fair value	0	[1]	0	[1]
Loans and fees receivable pledged as collateral under structured financings, at fair value	0	[1]	0	[1]
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loans and fees receivable, net for which it is practicable to estimate fair value	87,744	[1]	76,384	[1]
Loans and fees receivable, net for which it is not practicable to estimate fair value (2)	0	[1],[2]	0	[1],[2]
Loans and fees receivable, at fair value	15,662	[1]	20,378	[1]
Loans and fees receivable pledged as collateral under structured financings, at fair value	$ 107,258	[1]	$ 133,595	[1]

[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.

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Net Income (Loss) Attributable to Controlling Interests Per Common Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Numerator [Abstract]
Loss on continuing operations attributable to controlling interests	$ (9,849)		$ (9,175)		$ (12,857)		$ (17,425)
(Loss on) income from discontinued operations attributable to controlling interests	0		3,430		0		7,248
Net loss attributable to controlling interests	$ (9,849)		$ (5,745)		$ (12,857)		$ (10,177)
Denominator:
Basic (including unvested share-based payment awards) (in shares)	13,784,000	[1]	21,997,000	[1]	13,813,000	[1]	21,985,000	[1]
Effect of dilutive stock compensation arrangements (in shares)	0	[2]	51,000	[2]	0	[2]	67,000	[2]
Diluted (including unvested share-based payment awards) (in shares)	13,784,000	[1]	22,048,000	[1]	13,813,000	[1]	22,052,000	[1]
Loss on continuing operations attributable to controlling interests per common share-basic (in dollars per share)	$ (0.71)		$ (0.42)		$ (0.93)		$ (0.79)
Loss on continuing operations attributable to controlling interests per common share-diluted (in dollars per share)	$ (0.71)		$ (0.42)		$ (0.93)		$ (0.79)
Income from discontinued operations attributable to controlling interests per common share-basic (in dollars per share)	$ 0.00		$ 0.16		$ 0.00		$ 0.33
Income from discontinued operations attributable to controlling interests per common share-diluted (in dollars per share)	$ 0.00		$ 0.16		$ 0.00		$ 0.33
Net loss attributable to controlling interests per common share-basic (in dollars per share)	$ (0.71)		$ (0.26)		$ (0.93)		$ (0.46)
Net loss attributable to controlling interests per common share-diluted (in dollars per share)	$ (0.71)		$ (0.26)		$ (0.93)		$ (0.46)
Shares related to unvested share-based payments included in basic and diluted shares (in shares)	224,662		76,500		251,525		169,209

[1] Shares related to unvested share-based payment awards we included in our basic and diluted share counts are 224,662 and 251,525 for the three and six months ended June 30, 2013, respectively compared to 76,500 and 169,209 shares for the three and six months ended June 30, 2012, respectively.

[2] The effect of dilutive options is shown only for informational purposes where we are in a net loss position. In such situations, the effect of including outstanding options and restricted stock would be anti-dilutive, and they are thus excluded from all loss period calculations.

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Significant Accounting Policies and Consolidated Financial Statement Components Subsequent Events (Details) (Subsequent Event [Member], USD $) In Millions, unless otherwise specified	0 Months Ended
	Aug. 05, 2013
Subsequent Event [Member]
Subsequent Event [Line Items]
Subsequent Event, Amount	$ 10.0

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Significant Accounting Policies and Consolidated Financial Statement Components Schedule of Aging of delinquent loans and fees receivable, gross (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2012	Dec. 31, 2011
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-59 days past due	$ 7.6	$ 6.7
60-89 days past due	3.2	3.5
90 or more days past due	3.3	6.7
Delinquent loans and fees receivable, gross	14.1	16.9
Current loans and fees receivable, gross	85.4	72.2
Loans and fees receivable, gross	99.5	89.1	112.5	119.3
Balance of loans 90 or more days past due and still accruing interest and fees	0.1	0.5
Credit Cards [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-59 days past due	1.2	0.7
60-89 days past due	0.9	1.0
90 or more days past due	1.5	4.2
Delinquent loans and fees receivable, gross	3.6	5.9
Current loans and fees receivable, gross	9.6	1.3
Loans and fees receivable, gross	13.2	7.2
Balance of loans 90 or more days past due and still accruing interest and fees	0	0
Auto Finance [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-59 days past due	5.2	5.4
60-89 days past due	1.5	2.0
90 or more days past due	0.6	1.6
Delinquent loans and fees receivable, gross	7.3	9.0
Current loans and fees receivable, gross	53.4	55.2
Loans and fees receivable, gross	60.7	64.2
Balance of loans 90 or more days past due and still accruing interest and fees	0.1	0.5
Other Unsecured Lending Products [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-59 days past due	1.2	0.6
60-89 days past due	0.8	0.5
90 or more days past due	1.2	0.9
Delinquent loans and fees receivable, gross	3.2	2.0
Current loans and fees receivable, gross	22.4	15.7
Loans and fees receivable, gross	25.6	17.7
Balance of loans 90 or more days past due and still accruing interest and fees	$ 0	$ 0

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Significant Accounting Policies and Consolidated Financial Statement Components Investments in Equity-Method Investees (Details)	Jun. 30, 2013	Mar. 31, 2011
Minimum [Member]
Schedule of Equity Method Investments [Line Items]
Equity-method investment, interests	20.00%
Maximum [Member]
Schedule of Equity Method Investments [Line Items]
Equity-method investment, interests	50.00%
Limited Liability Company [Member]
Schedule of Equity Method Investments [Line Items]
Equity-method investment, interests	66.70%	50.00%
U.K. Portfolio Structured Financing Trust [Member]
Schedule of Equity Method Investments [Line Items]
Equity-method investment, interests		50.00%

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Investments in Equity-Method Investees

6 Months Ended

Jun. 30, 2013

Equity Method Investments and Joint Ventures [Abstract]

Investments in Equity-Method Investees

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:

	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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Description of Our Business (Details)	6 Months Ended
	Jun. 30, 2013 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	2

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Shareholders' Equity (Details) (Treasury Stock [Member], USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013
Treasury Stock [Member]
Class of Stock [Line Items]
Common stock repurchased (in shares)	109,027	237,563
Aggregate cost of common stock repurchased	$ 0.4	$ 0.9

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Convertible Senior Notes

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Convertible Senior Notes

Convertible Senior Notes

In May 2005, we issued $250.0 million aggregate principal amount of 3.625% convertible senior notes due 2025 (“3.625% convertible senior notes”), and in November 2005, we issued $300.0 million aggregate principal amount of 5.875% convertible senior notes due 2035 (“5.875% convertible senior notes”). These notes (net of repurchases since the issuance dates) are reflected within convertible senior notes on our consolidated balance sheets.  In May 2012, substantially all of the holders of our 3.625% convertible senior notes exercised a then-existing put right, under which we repaid $83.5 million in face amount of such notes outstanding at par.  No such put rights exist under our 5.875% convertible senior notes.  The following summarizes (in thousands) components of our consolidated balance sheets associated with our convertible senior notes:

	As of
	June 30, 2013			December 31, 2012
Face amount of 3.625% convertible senior notes	$	450		$	450
Face amount of 5.875% convertible senior notes	139,467			139,467
Discount	(44,289		)	(44,582		)
Net carrying value	$	95,628		$	95,335
Carrying amount of equity component included in additional paid-in capital	$	108,714		$	108,714
Excess of instruments’ if-converted values over face principal amounts	$	—		$	—

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Shareholders' Equity

6 Months Ended

Jun. 30, 2013

Stockholders' Equity Note [Abstract]

Shareholders' Equity

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.

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 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	0	(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	0
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

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Convertible Senior Notes (Details) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	May 31, 2012 Put Rights [Member]	Jun. 30, 2013 3.625% Convertible Senior Notes [Member]	Dec. 31, 2012 3.625% Convertible Senior Notes [Member]	May 31, 2012 3.625% Convertible Senior Notes [Member]	May 31, 2005 3.625% Convertible Senior Notes [Member]	Jun. 30, 2013 5.875% Convertible Senior Notes [Member]	Dec. 31, 2012 5.875% Convertible Senior Notes [Member]	Nov. 30, 2005 5.875% Convertible Senior Notes [Member]	May 31, 2005 5.875% Convertible Senior Notes [Member]
Debt Instrument [Line Items]
Aggregate principal amount				$ 450,000	$ 450,000		$ 250,000,000.0	$ 139,467,000	$ 139,467,000	$ 300,000,000.0
Interest rate on notes (in hundredths)						3.625%	3.625%			5.875%	5.875%
Repayment due to exercise of existing put rights			83,500,000
Components of consolidated balance sheets associated with convertible senior notes [Abstract]
Face Amount				450,000	450,000		250,000,000.0	139,467,000	139,467,000	300,000,000.0
Discount	(44,289,000)	(44,582,000)
Net carrying value	95,628,000	95,335,000
Carrying amount of equity component included in additional paid-in capital	108,714,000	108,714,000
Excess of instruments' if-converted values over face principal amounts	$ 0	$ 0

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Fair Values of Assets and Liabilities Summary of Fair Value Hierarchy for Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
CAR revolving credit facility	$ 20,000	$ 20,000
ACC amortizing debt facility	1,887	3,896
Amortizing debt facility	6,721
Revolving credit facility	4,000	1,456
Amortizing structured financing	1,477
U.K. credit card accounts revolving credit facility	7,783	1,213
5.875% Convertible Senior Notes	95,178	94,886
Liabilities carried at fair value
Interest rate swap underlying CAR facility	124	175
Economic sharing arrangement liability	550	815
Notes payable associated with structured financings, at fair value	113,613	140,127
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
CAR revolving credit facility	0	0
ACC amortizing debt facility	0	0
Amortizing debt facility	0
Revolving credit facility	0	0
Amortizing structured financing	0
U.K. credit card accounts revolving credit facility	0	0
5.875% Convertible Senior Notes	0	0
Liabilities carried at fair value
Interest rate swap underlying CAR facility	0	0
Economic sharing arrangement liability	0	0
Notes payable associated with structured financings, at fair value	0	0
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
CAR revolving credit facility	0	0
ACC amortizing debt facility	0	0
Amortizing debt facility	0
Revolving credit facility	0	0
Amortizing structured financing	0
U.K. credit card accounts revolving credit facility	0	0
5.875% Convertible Senior Notes	64,155	55,787
Liabilities carried at fair value
Interest rate swap underlying CAR facility	124	175
Economic sharing arrangement liability	0	0
Notes payable associated with structured financings, at fair value	0	0
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
CAR revolving credit facility	20,000	20,000
ACC amortizing debt facility	1,887	3,896
Amortizing debt facility	6,721
Revolving credit facility	4,000	1,456
Amortizing structured financing	1,477
U.K. credit card accounts revolving credit facility	7,783	1,213
5.875% Convertible Senior Notes	0	0
Liabilities carried at fair value
Interest rate swap underlying CAR facility	0	0
Economic sharing arrangement liability	550	815
Notes payable associated with structured financings, at fair value	$ 113,613	$ 140,127

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Significant Accounting Policies and Consolidated Financial Statement Components Schedule of Allowance for uncollectible loans and fees receivable (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Dec. 31, 2011
Allowance for uncollectible loans and fees receivable:
Allowance for uncollectible loans and fees receivable, beginning balance	$ (10.1)	$ (12.5)	$ (11.2)	$ (14.7)
Provision for loan losses	(6.7)	(7.4)	(10.0)	(10.3)
Charge offs	3.7	4.1	8.9	10.7
Recoveries	(0.5)	(1.2)	(1.3)	(2.7)
Allowance for uncollectible loans and fees receivable, ending balance	(13.6)	(17.0)	(13.6)	(17.0)
Balance at end of period individually evaluated for impairment	0	0	0	0
Balance at end of period collectively evaluated for impairment	(13.6)	(17.0)	(13.6)	(17.0)
Loans and fees receivable:
Loans and fees receivable, gross	99.5	112.5	99.5	112.5	89.1	119.3
Loans and fees receivable individually evaluated for impairment	0	0.1	0	0.1
Loans and fees receivable collectively evaluated for impairment	99.5	112.4	99.5	112.4
Credit Cards [Member]
Allowance for uncollectible loans and fees receivable:
Allowance for uncollectible loans and fees receivable, beginning balance	(4.0)	(4.5)	(4.6)	(4.0)
Provision for loan losses	(3.7)	(7.1)	(5.9)	(8.9)
Charge offs	1.5	1.4	4.3	3.0
Recoveries	(0.1)	(0.3)	(0.1)	(0.6)
Allowance for uncollectible loans and fees receivable, ending balance	(6.3)	(10.5)	(6.3)	(10.5)
Balance at end of period individually evaluated for impairment	0	0	0	0
Balance at end of period collectively evaluated for impairment	(6.3)	(10.5)	(6.3)	(10.5)
Loans and fees receivable:
Loans and fees receivable, gross	13.2	27.9	13.2	27.9
Loans and fees receivable individually evaluated for impairment	0	0	0	0
Loans and fees receivable collectively evaluated for impairment	13.2	27.9	13.2	27.9
Auto Finance [Member]
Allowance for uncollectible loans and fees receivable:
Allowance for uncollectible loans and fees receivable, beginning balance	(2.6)	(6.1)	(3.1)	(8.4)
Provision for loan losses	0.5	0.7	0.7	1.3
Charge offs	1.2	1.8	2.3	4.7
Recoveries	(0.3)	(0.9)	(1.1)	(2.1)
Allowance for uncollectible loans and fees receivable, ending balance	(1.2)	(4.5)	(1.2)	(4.5)
Balance at end of period individually evaluated for impairment	0	0	0	0
Balance at end of period collectively evaluated for impairment	(1.2)	(4.5)	(1.2)	(4.5)
Loans and fees receivable:
Loans and fees receivable, gross	60.7	73.4	60.7	73.4
Loans and fees receivable individually evaluated for impairment	0	0.1	0	0.1
Loans and fees receivable collectively evaluated for impairment	60.7	73.3	60.7	73.3
Other Unsecured Lending Products [Member]
Allowance for uncollectible loans and fees receivable:
Allowance for uncollectible loans and fees receivable, beginning balance	(3.5)	(1.9)	(3.5)	(2.3)
Provision for loan losses	(3.5)	(1.0)	(4.8)	(2.7)
Charge offs	1.0	0.9	2.3	3.0
Recoveries	(0.1)	0	(0.1)	0
Allowance for uncollectible loans and fees receivable, ending balance	(6.1)	(2.0)	(6.1)	(2.0)
Balance at end of period individually evaluated for impairment	0	0	0	0
Balance at end of period collectively evaluated for impairment	(6.1)	(2.0)	(6.1)	(2.0)
Loans and fees receivable:
Loans and fees receivable, gross	25.6	11.2	25.6	11.2
Loans and fees receivable individually evaluated for impairment	0	0	0	0
Loans and fees receivable collectively evaluated for impairment	25.6	11.2	25.6	11.2
Segment, Discontinued Operations [Member]
Allowance for uncollectible loans and fees receivable:
Provision for loan losses		$ 1.4		$ 1.8

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

We currently have two stock-based compensation plans, the Employee Stock Purchase Plan (the “ESPP”) and the 2008 Equity Incentive Plan (the “2008 Plan”).

The 2008 Plan provides for grants of stock options, stock appreciation rights, restricted stock awards, restricted stock units and incentive awards. The maximum aggregate number of shares of common stock that may be issued under this plan and to which awards may relate is 2,000,000 shares, and 803,046 shares remained available for grant under this plan as of June 30, 2013.  Exercises and vestings under our stock-based compensation plans resulted in no income tax-related benefits or charges to additional paid-in capital during the three and six months ended June 30, 2013 and 2012.

Stock Options

Our 2008 Plan provides that we may grant options on or shares of our common stock (and other types of equity awards) to members of our Board of Directors, employees, consultants and advisors. The exercise price per share of the options may be less than, equal to, or greater than the market price on the date the option is granted. The option period may not exceed 10 years from the date of grant. The vesting requirements for options granted by us range from immediate to 5 years.  We had no expenses related to stock option-related compensation costs during the three and six months ended June 30, 2013 and 2012. When applicable, we recognize stock option-related compensation expense for any awards with graded vesting on a straight-line basis over the vesting period for the entire award. Information related to options outstanding is as follows:

	For the Six Months Ended June 30, 2013
	Number of Shares		Weighted- Average Exercise Price		Weighted- Average of Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at December 31, 2012	500,000		$	40.99
Issued/Cancelled/Forfeited	(500,000	)	$	40.99
Outstanding at June 30, 2013	—		$	—		$	—
Exercisable at June 30, 2013	—		$	—		$	—
	For the Six Months Ended June 30, 2012
	Number of Shares		Weighted- Average Exercise Price		Weighted- Average of Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at December 31, 2011	570,000		$	39.24
Issued/Cancelled/Forfeited	(70,000	)	$	26.76
Outstanding at June 30, 2012	500,000		$	40.99	0.9	$	—
Exercisable at June 30, 2012	500,000		$	40.99	0.9	$	—

As of June 30, 2013, we had no outstanding stock options and thus had no unamortized deferred compensation costs associated with non-vested stock options. There were no stock option exercises during the three and six months ended June 30, 2013 and 2012, and we granted no options in the three and six months ended June 30, 2013 and 2012.

Restricted Stock and Restricted Stock Unit Awards

During the six months ended June 30, 2013 and 2012, we granted 150,472 and 60,000 shares of aggregate restricted stock and restricted stock units, respectively, with aggregate grant date fair values of $0.5 million and $0.2 million, respectively. When we grant restricted shares, we defer the grant date value of the restricted shares and amortize that value (net of the value of anticipated forfeitures) as compensation expense with an offsetting entry to the additional paid-in capital component of our consolidated shareholders’ equity. Our issued restricted shares generally vest over a range of 24 to 60 months and are being amortized to salaries and benefits expense ratably over applicable vesting periods. As of June 30, 2013, our unamortized deferred compensation costs associated with non-vested restricted stock awards were $0.7 million with a weighted-average remaining amortization period of 1.6 years.

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Notes Payable

6 Months Ended

Jun. 30, 2013

Notes Payable [Abstract]

Notes Payable

Notes Payable

Notes Payable Associated with Structured Financings, at Fair Value

Scheduled (in millions) in the table below are (1) the carrying amounts of structured financing notes secured by certain credit card receivables and reported at fair value as of both June 30, 2013 and December 31, 2012, (2) the outstanding face amounts of structured financing notes secured by certain credit card receivables and reported at fair value as of June 30, 2013, and (3) the carrying amounts of the credit card receivables and restricted cash that provide the exclusive means of repayment for the notes (i.e., lenders have recourse only to the specific credit card receivables and restricted cash underlying each respective facility and cannot look to our general credit for repayment) as of June 30, 2013.

	Carrying Amounts at Fair Value as of
	June 30, 2013		December 31, 2012
Amortizing securitization facility issued out of our upper-tier originated portfolio master trust (stated maturity of December 2014), outstanding face amount of $170.1 million bearing interest at a weighted average 3.9% interest rate (3.5% as of December 31, 2012), which is secured by credit card receivables and restricted cash aggregating $74.4 million ($93.6 million as of December 31, 2012) in carrying amount	$	74.4	$	93.6
Amortizing term securitization facility (denominated and referenced in U.K. sterling and a stated maturity of April 2014) issued out of our U.K. Portfolio securitization trust, outstanding face amount of $71.5 million bearing interest at a weighted average 5.4% interest rate (5.1% as of December 31, 2012), which is secured by credit card receivables and restricted cash aggregating $39.9 million ($47.3 million as of December 31, 2012) in carrying amount	39.2		46.5
Total structured financing notes reported at fair value that are secured by credit card receivables and to which we are subordinated	$	113.6	$	140.1

Contractual payment allocations within these credit cards receivable structured financings provide for a priority distribution of cash flows to us to service the credit card receivables, a distribution of cash flows to pay interest and principal due on the notes, and a distribution of all excess cash flows (if any) to us. Each of the structured financing facilities in the above table is amortizing down along with collections of the underlying receivables and there are no provisions within the debt agreements that allow for acceleration or bullet repayment of the facilities prior to their scheduled expiration dates. The aggregate carrying amount of the credit card receivables and restricted cash that provide security for the $113.6 million in fair value of structured financing notes in the above table is $114.3 million, which means that our maximum aggregate exposure to pre-tax equity loss associated with the above structured financing arrangements is $0.7 million.

Beyond our role as servicer of the underlying assets within the credit cards receivable structured financings, we have provided no other financial or other support to the structures, and we have no explicit or implicit arrangements that could require us to provide financial support to the structures.

Notes Payable, at Face Value

Other notes payable outstanding as of June 30, 2013 and December 31, 2012 that are secured by the financial and operating assets of either the borrower, another of our subsidiaries or both, include the following, scheduled (in millions); except as otherwise noted, the assets of our holding company (Atlanticus Holdings Corporation) are subject to creditor claims under these scheduled facilities:

	As of
	June 30, 2013		December 31, 2012
Revolving credit facility (expiring October 4, 2014) at an annual rate equal to 4.8% (4.8% at December 31, 2012) that is secured by the financial and operating assets of CAR with an aggregate carrying amount of $51.8 million ($50.8 million at December 31, 2012) (1) (5)	$	20.0	$	20.0
Revolving credit facility (expiring May 17, 2014) at an annual rate equal to 4.2% that is secured by the financial and operating assets of our borrowing subsidiary with an aggregate carrying amount of $17.5 million (5)	4.0		—
Amortizing debt facility (expiring December 15, 2014) at a fixed rate of 9.5% that is secured by certain receivables and restricted cash with an aggregate carrying amount of $6.8 million (2)	6.7		—
Amortizing debt facility (expiring November 6, 2016) that is secured by our ACC Auto Finance segment receivables and restricted cash with an aggregate carrying amount of $5.2 million ($9.7 million as of December 31, 2012) (3)	1.9		3.9
Revolving credit facility which was refinanced in April 2013	—		1.4
Amortizing structured financing (expiring April 1, 2016) that is secured by certain receivables, with an annual rate equal to the lenders cost of funds plus 6.0% (6.8% as of June 30, 2013) (4)	1.5		—
Revolving credit facility associated with our credit card accounts in the U.K. that can be drawn to the extent of outstanding eligible principal receivables up to £5.0 million, expiring December 1, 2016 with an annual rate equal to the lender’s cost of funds plus 7.0% (9.5% as of June 30, 2013 and 10.3% as of December 31, 2012)	7.8		1.2
Vendor-financed software and equipment purchases (expiring September 2014) at an implied rate of 15.0%, that are secured by certain equipment	0.1		0.2
Total notes payable outstanding	$	42.0	$	26.7

(1) Loan is subject to certain affirmative covenants, including a coverage ratio, a leverage ratio and a collateral performance test, the failure of which could result in required early repayment of all or a portion of the outstanding balance by our CAR Auto Finance operations. The assets of Atlanticus Holdings Corporation are not subject to creditor claims arising due to asset performance-related covenants under this loan.

(2) Loan is subject to certain affirmative covenants tied to default rates and other performance metrics the failure of which could result in required early repayment of the remaining unamortized balance.

(3) The terms of this lending agreement provide for the application of all excess cash flows from the underlying auto finance receivables portfolio (above and beyond interest costs and contractual servicing compensation to our outsourced third-party servicer) to reduce the outstanding principal balance of the debt, and the outstanding principal balance was repaid in the fourth quarter of 2012.  Now that we have repaid the principal portion of the note, the lending agreement requires that we remit 37.5% of future cash flows (net of contractual servicing compensation) generated on the auto finance receivables portfolio to the note holders as additional compensation for the use of their capital. Based on current estimates of this additional compensation, we currently are accruing interest expense on this liability at a 25.4% effective interest rate based on current expectations of future collections, and the amount disclosed in the above table represents our accrued interest expense liability under this lending agreement. The assets of Atlanticus Holdings Corporation are not subject to creditor claims arising under this loan.

(4) Loan has certain asset performance covenants that if triggered could accelerate the early repayment of the remaining unamortized balance.

(5) Loans are from same lender and are cross-collateralized; thus, combined security interests are subject to claims upon the default of either lending arrangement.

In May 2013, the revolving credit facility associated with our CAR operations was amended and expanded to allow for borrowings against certain receivables associated with our merchant credit lending program under the existing $40.0 million facility borrowing limits. The terms remained unchanged with the exception of the maturity date for borrowings under the merchant credit portion, which was set as May 17, 2014 as indicated in the table above.

In March 2012, we entered into an interest rate swap related to the $20.0 million amount drawn on the CAR facility discussed in the table above.  The interest rate swap effectively fixes our interest rate to 4.75% from LIBOR plus 4.0%.  We include the fair value of the interest rate swap and changes in its fair value in our consolidated balance sheets and statements of operations, respectively.  See Note 7, “Fair Values of Assets and Liabilities,” for more information regarding this interest rate swap.

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Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2013

Discontinued Operations and Disposal Groups [Abstract]

Key components of discontinued operations on consolidated statements of operations

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	$	—		$	—

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Significant Accounting Policies and Consolidated Financial Statement Components (Policies)

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Basis of Presentation and Use of Estimates

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

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.

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	)

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	)

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.)

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

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.

Income Taxes

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

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

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.

Subsequent Events

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.

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Jul. 31, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	Atlanticus Holdings Corp
Entity Central Index Key	0001464343
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		13,771,924
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013

XML

Significant Accounting Policies and Consolidated Financial Statement Components (Tables)

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Components of our aggregated categories of loans and fees receivable, net

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

Roll-forward of allowance for uncollectible loans and fees receivable, net

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	)

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	)

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

Components of loans and fees receivable, net

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, gross

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

Components of 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