Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2024

Atlanticus Holdings Corporation

(Exact name of registrant as specified in its charter)


Georgia	000-53717	58-2336689
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Five Concourse Parkway, Suite 300, Atlanta, Georgia 30328

(Address of principal executive offices)

Registrant’s telephone number, including area code: 770-828-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of class	Trading Symbol	Name of exchange on which registered

Common stock, no par value	ATLC	Nasdaq Global Select Market
7.625% Series B Cumulative Perpetual Preferred Stock, no par value	ATLCP	Nasdaq Global Select Market
6.125% Senior Notes due 2026	ATLCL	Nasdaq Global Select Market
9.25% Senior Notes due 2029	ATLCZ	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

The preliminary financial information as of June 30, 2024, and for the quarter then ended, set forth under Item 8.01 below is incorporated into this Item 2.02 by reference.

Item 7.01. Regulation FD Disclosure.

On July 23, 2024, Atlanticus Holdings Corporation (the “Company”) issued a press release (the “Press Release”) announcing that it has commenced an underwritten registered public add-on offering (the “Add-On Offering”) of its 9.25% Senior Notes due 2029 (the “Additional Notes”). The Additional Notes from the Add-On Offering are an additional issue of our $57,250,000 aggregate principal amount of 9.25% Senior Notes due 2029 that the Company sold in January and February 2024 (the “Existing Notes”). The Additional Notes will be treated as a single series with the Existing Notes and will have the same terms as the Existing Notes (other than with respect to the price to the public, the issue date and the initial interest payment date). The Additional Notes will have the same CUSIP number and will be fungible and rank equally with the Existing Notes. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On July 23, 2024, the Company released an investor presentation that will be used by the Company with respect to the Add-On Offering (the “Investor Presentation”). A copy of the Investor Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

On July 23, 2024, the Company filed a preliminary prospectus supplement with the Securities and Exchange Commission (the “Commission”) under its effective shelf registration statement on Form S-3 (Registration No. 333-279345) (the “Preliminary Prospectus Supplement”) in connection with the Add-On Offering. The Preliminary Prospectus Supplement contains preliminary financial information as of June 30, 2024, and for the quarter then ended, including the following:

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Unrestricted cash and cash equivalents: Approximately $351 million

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Aggregate unpaid gross balance of loans at fair value: Approximately $2,415 million

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Notes payable, net: Approximately $1,879 million

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Total revenue: Approximately $316 million

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Net income attributable to common shareholders: In the range of $17-18 million

The preparation of financial statements for the Company for the quarter ended June 30, 2024, is not yet complete. Accordingly, the preliminary financial information presented in the Preliminary Prospectus Supplement and this Item 8.01 reflects the Company’s estimates of certain financial information as of June 30, 2024 and for the quarter then ended. Management believes the preliminary financial information is reasonable under the circumstances and reflects management’s estimates based solely upon information available as of the date of this Current Report on Form 8-K. These estimates are not meant to be a comprehensive statement of the Company’s results for this period and should not be viewed as a substitute for financial statements prepared in accordance with applicable accounting standards. Accordingly, you should not place undue reliance on these estimates.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that reflect the Company’s current views with respect to, among other things, its business, operations, financial performance and preliminary financial information as of June 30, 2024 and for the quarter then ended. You generally can identify these statements by the use of words such as “outlook,” “potential,” “continue,” “may,” “seek,” “approximately,” “predict,” “believe,” “expect,” “plan,” “intend,” “estimate” or “anticipate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. Actual results could differ materially from these estimates because of final adjustments, the completion of the Company’s financial review and closing procedures, and other developments after the date of this Current Report on Form 8-K. Important factors that could cause actual results to differ from our estimates are set forth below.

These risks and uncertainties include those risks described in the Company’s filings with the Commission and include, but are not limited to, risks related to the economy, inflation, loan demand, the capital markets, labor availability and supply chains; the Company’s ability to retain existing, and attract new, merchant partners and funding sources; changes in market interest rates; increases in loan delinquencies; the Company’s ability to operate successfully in a highly regulated industry; the outcome of litigation and regulatory matters; the effect of management changes; cyberattacks and security vulnerabilities in its products and services; and the Company’s ability to compete successfully in highly competitive markets.

The preliminary financial information included in this Current Report on Form 8-K has been prepared by, and is the responsibility of, the Company’s management. Deloitte & Touche LLP (“Deloitte”) has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial information. Accordingly, Deloitte does not express an opinion or any other form of assurance with respect thereto. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, the Company disclaims any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.

Disclaimer

This communication does not constitute an offer to sell or buy, nor the solicitation of an offer to sell or buy, any securities.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description

99.1		Launch Press Release, dated July 23, 2024.

99.2		Investor Presentation, dated July 23, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 hereunto duly authorized.

	Atlanticus Holdings Corporation


Date: July 23, 2024	By:	/s/ William R. McCamey
		Name: William R. McCamey
		Title: Chief Financial Officer

Exhibit 99.1

Atlanticus Announces Add-On Offering of 9.25% Senior Notes Due 2029

ATLANTA, July 23, 2024 (GLOBE NEWSWIRE) -- Atlanticus Holdings Corporation (NASDAQ: ATLC) (“Atlanticus,” “the Company”, “we,” “our” or “us”), a financial technology company that enables its bank, retail and healthcare partners to offer more inclusive financial services to millions of everyday Americans, today announced it has commenced an underwritten registered public add-on offering (the “Add-On Offering”) of its 9.25% Senior Notes due 2029 (the “Additional Notes”). The Company expects to grant the underwriters an option to purchase more Additional Notes in connection with the Add-On Offering.

The Additional Notes constitute a further issuance of the Company’s 9.25% Senior Notes due 2029, of which $57,250,000 aggregate principal amount was previously issued (the “Existing Notes”). The Additional Notes would have the same CUSIP number and trade interchangeably with the Existing Notes. The Company expects the Additional Notes to be fungible for U.S. federal income tax purposes with the Existing Notes.

The Company expects to use the net proceeds of this Add-On Offering to redeem a portion of the Class B preferred units issued by one of the Company’s subsidiaries and/or for general corporate purposes.

The Existing Notes trade and the Additional Notes are expected to trade on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “ATLCZ.”

The Company and this issuance of Additional Notes received an “A” rating from Egan-Jones Ratings Company, an independent, unaffiliated rating agency. Ratings are not a recommendation to purchase, hold or sell Additional Notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon current information furnished to the rating agency by the Company and information obtained by the rating agency from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the Additional Notes. Each rating should be evaluated independently of any other rating.

B. Riley Securities, Inc., Janney Montgomery Scott LLC, Lucid Capital Markets, LLC, and William Blair & Company, L.L.C. are acting as book-running managers for this Add-On Offering. A.G.P./Alliance Global Partners and Clear Street LLC are acting as co-managers for this Add-On Offering.

The Add-On Offering of these Additional Notes is being made pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2024 and declared effective by the SEC on May 21, 2024. The Add-On Offering will be made only by means of a prospectus and prospectus supplement. A copy of the prospectus and prospectus supplement relating to these securities may be obtained, when available, from the website of the SEC at http://www.sec.gov or by contacting: B. Riley Securities, Inc., 1300 17th Street North, Suite 1300, Arlington, Virginia 22209, Attn: Prospectus Department, Email: prospectuses@brileyfin.com, Telephone: (703) 312-9580.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Atlanticus Holdings Corporation

Empowering Better Financial Outcomes for Everyday Americans

Atlanticus’ technology allows bank, retail, and healthcare partners to offer more inclusive financial services to everyday Americans through the use of proprietary analytics. We apply the experience gained and infrastructure built from servicing over 20 million customers and $40 billion in consumer loans over our more than 25 year operating history to support lenders that originate a range of consumer loan products. These products include retail and healthcare private label credit and general purpose credit cards marketed through our omnichannel platform, including retail point-of-sale, healthcare-point of-care, direct mail solicitation, internet-based marketing, and partnerships with third parties. Additionally, through our CAR subsidiary, Atlanticus serves the individual needs of automotive dealers and automotive non-prime financial organizations with multiple financing and service programs.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You generally can identify these statements by the use of words such as “outlook,” “potential,” “continue,” “may,” “seek,” “approximately,” “predict,” “believe,” “expect,” “plan,” “intend,” “estimate” or “anticipate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. These risks and uncertainties include those risks described in the Company’s filings with the Securities and Exchange Commission and include, but are not limited to, risks related to the uncertain economic environment, particularly the impact of inflation, interest rates, labor availability and supply chains; the Company’s ability to retain existing, and attract new, merchant partners and funding sources; increases in loan delinquencies; its ability to operate successfully in a highly regulated industry; the outcome of litigation and regulatory matters; the effect of management changes; cyberattacks and security vulnerabilities in its products and services; and the Company’s ability to compete successfully in highly competitive markets. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, the Company disclaims any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.

Contact:
Investor Relations

(770) 828-2000

investors@atlanticus.com

-2-

Exhibit 99.2

Document And Entity Information	Jul. 23, 2024
Document Information [Line Items]
Entity, Registrant Name	Atlanticus Holdings Corporation
Document, Type	8-K
Document, Period End Date	Jul. 23, 2024
Entity, Incorporation, State or Country Code	GA
Entity, File Number	000-53717
Entity, Tax Identification Number	58-2336689
Entity, Address, Address Line One	Five Concourse Parkway, Suite 300
Entity, Address, City or Town	Atlanta
Entity, Address, State or Province	GA
Entity, Address, Postal Zip Code	30328
City Area Code	770
Local Phone Number	828-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001464343
CommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock
Trading Symbol	ATLC
Security Exchange Name	NASDAQ
SeriesBCumulativePerpetualPreferredStock7625 Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	7.625% Series B Cumulative Perpetual Preferred Stock
Trading Symbol	ATLCP
Security Exchange Name	NASDAQ
SeniorNotesDue20266125 Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	6.125% Senior Notes due 2026
Trading Symbol	ATLCL
Security Exchange Name	NASDAQ
SeniorNotesDue2029925 Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	9.25% Senior Notes due 2029
Trading Symbol	ATLCZ
Security Exchange Name	NASDAQ