What changed in this filing

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Item 1. Financial Statements

2024-08-08 compared with 2024-05-10 · 251 added, 121 removed, 664 unchanged (36% of the section changed)

1 unchanged sentence

Atlanticus Holdings Corporation and Subsidiaries

Consolidated Balance Sheets (Unaudited)

Condensed Consolidated Balance Sheets (Unaudited)

(Dollars in thousands)

Unrestricted cash and cash equivalents (including $ 177.2 million and $ 158.0 million associated with variable interest entities at March 31, 2024 and December 31, 2023, respectively)

Unrestricted cash and cash equivalents (including $ 146.0 million and $ 158.0 million associated with variable interest entities at June 30, 2024 and December 31, 2023, respectively)

$ 350,907 $ 339,338

Restricted cash and cash equivalents (including $ 19.7 million and $ 20.5 million associated with variable interest entities at March 31, 2024 and December 31, 2023, respectively)

Restricted cash and cash equivalents (including $ 33.0 million and $ 20.5 million associated with variable interest entities at June 30, 2024 and December 31, 2023, respectively)

56,256 44,315

Loans at fair value (including $ 2,107.0 million and $ 2,128.6 million associated with variable interest entities at March 31, 2024 and December 31, 2023, respectively)

Loans at fair value (including $ 2,168.0 million and $ 2,128.6 million associated with variable interest entities at June 30, 2024 and December 31, 2023, respectively)

2,277,379 2,173,759

Loans at amortized cost

Loans at amortized cost, net (including $ 2.4 million and $ 1.8 million of allowance for credit losses at June 30, 2024 and December 31, 2023, respectively;

and $ 18.1 million and $ 17.9 million of deferred revenue at June 30, 2024 and December 31, 2023, respectively)

97,469 98,425

10 unchanged sentences

19,679 20,180

Notes payable, net (including $ 1,795.4 million and $ 1,795.9 million associated with variable interest entities at March 31, 2024 and December 31, 2023, respectively)

Notes payable, net (including $ 1,816.7 million and $ 1,795.9 million associated with variable interest entities at June 30, 2024 and December 31, 2023, respectively)

1,879,071 1,861,685

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Preferred stock, no par value, 10,000,000 shares authorized:

Series A preferred stock, 400,000 shares issued and outstanding (liquidation preference - $ 40.0 million) at March 31, 2024 and December 31, 2023 (Note 5) (1)

Series A preferred stock, 400,000 shares issued and outstanding (liquidation preference - $ 40.0 million) at June 30, 2024 and December 31, 2023 (Note 5) (1)

40,000 40,000

2 unchanged sentences

Shareholders' Equity

Series B preferred stock, no par value, 3,300,704 shares issued and outstanding at March 31, 2024 (liquidation preference - $ 82.5 million);

Series B preferred stock, no par value, 3,300,704 shares issued and outstanding at June 30, 2024 (liquidation preference - $ 82.5 million);

3,256,561 shares issued and outstanding at December 31, 2023 (liquidation preference - $ 81.4 million) (1)

Common stock, no par value, 150,000,000 shares authorized:

14,792,159 and 14,603,563 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively

14,748,938 and 14,603,563 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

Paid-in capital

12 unchanged sentences

Atlanticus Holdings Corporation and Subsidiaries

Consolidated Statements of Income (Unaudited)

Condensed Consolidated Statements of Income (Unaudited)

(Dollars in thousands, except per share data)

For the Three Months Ended

For the Six Months Ended

Consumer loans, including past due fees

22 unchanged sentences

Atlanticus Holdings Corporation and Subsidiaries

Consolidated Statements of Shareholders’ Equity and Temporary Equity (Unaudited)

For the Three Months Ended March 31, 2024 and March 31, 2023

Condensed Consolidated Statements of Shareholders’ Equity and Temporary Equity (Unaudited)

For the Six Months Ended June 30, 2024 and June 30, 2023

(Dollars in thousands)

19 unchanged sentences

Balance at March 31, 2024

Accretion of discount associated with issuance of subsidiary equity

Preferred stock and preferred unit dividends

Stock option exercises and proceeds related thereto

Compensatory stock issuances, net of forfeitures

Stock-based compensation costs

Redemption and retirement of common shares

Net income (loss)

Balance at June 30, 2024

Series B Preferred Stock

20 unchanged sentences

Balance at March 31, 2023

Accretion of discount associated with issuance of subsidiary equity

Preferred dividends

Stock option exercises and proceeds related thereto

Compensatory stock issuances, net of forfeitures

Issuance of series B preferred stock, net

Stock-based compensation costs

Redemption and retirement of shares

Net income (loss)

Balance at June 30, 2023

See accompanying notes.

Atlanticus Holdings Corporation and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Operating activities

9 unchanged sentences

Increase in uncollected fees on earning assets

Decrease in income tax liability

Decrease in accounts payable and accrued expenses

Increase in income tax liability

Increase in accounts payable and accrued expenses

Net cash provided by operating activities

17 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents and restricted cash

Net increase in cash and cash equivalents and restricted cash

Net increase (decrease) in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at beginning of period

2 unchanged sentences

Cash paid for interest

Net cash income tax (refunds) payments

Net cash income tax payments

Accretion of discount associated with issuance of subsidiary equity

2 unchanged sentences

Atlanticus Holdings Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2024 and 2023

Notes to Condensed Consolidated Financial Statements

June 30, 2024 and 2023

Description of Our Business

Our accompanying consolidated financial statements include the accounts of Atlanticus Holdings Corporation (the "Company") and those entities we control.

Our accompanying condensed consolidated financial statements include the accounts of Atlanticus Holdings Corporation (the "Company") and those entities we control.

We are a purpose driven financial technology company.

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Through our subsidiaries, we provide technology and other support services to lenders who offer an array of financial products and services to consumers who may have been declined by other providers of credit.

We are principally engaged in providing products and services to lenders in the U.S.

We are principally engaged in providing these products and services to lenders in the U.S.

and, in most cases, we invest in the receivables originated by lenders who utilize our technology platform and other related services.

From time to time, we also purchase receivables portfolios from third parties.

In these Notes to Consolidated Financial Statements, "receivables" or "loans" typically refer to receivables we have purchased from our bank partners or from third parties.

In these Notes to Condensed Consolidated Financial Statements, "receivables" or "loans" typically refer to receivables we have purchased from our bank partners or from third parties.

Within our Credit as a Service ("CaaS") segment, we apply our technology solutions, in combination with the experiences gained, and infrastructure built from servicing over $40 billion in consumer loans over more than 25 years of operating history, to support lenders in offering more inclusive financial services.

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Also within our Auto Finance segment, we are providing certain installment lending products in addition to our traditional loans secured by automobiles.

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.

We maintain two categories of Loans on our consolidated balance sheets:

Significant Accounting Policies and Condensed Consolidated Financial Statement Components

The following is a summary of significant accounting policies we follow in preparing our interim condensed consolidated financial statements, as well as a description of significant components of our interim condensed consolidated financial statements.

The unaudited condensed financial statements furnished have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10 -Q and Rule 10 - 01 of Regulation S- X and reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the periods presented.

The condensed consolidated financial statements, including the condensed notes thereto, are unaudited and exclude some of the disclosures required in audited financial statements.

The preparation of financial statements in accordance with GAAP requires us 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 condensed 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.

Recent rules enacted by the Consumer Financial Protection Bureau ("CFPB"), which, if implemented, would limit the late fees charged to consumers in most instances, are expected to adversely impact the revenue recognized on our receivables.

In order to mitigate these impacts, our bank partners have taken a number of steps, from modifying products and policies (such as further tightening the criteria used to evaluate new loans) to changing prices (including increasing interest rates and fees charged to consumers).

We believe these product, policy and pricing changes will offset the negative impact of a reduced late fee.

The changes will take several quarters to fully implement.

These modifications could result in changes to certain estimates such as credit losses, payment rates, servicing costs, discount rates and yields earned on credit card receivables and affect the reported amount (and changes thereon) of our Loans at fair value on our condensed consolidated balance sheets and condensed consolidated statements of income.

We maintain two categories of Loans on our condensed consolidated balance sheets:

those that are carried at fair value (Loans at fair value) and those that are carried at net amortized cost (Loans at amortized cost).

Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

The Company’s policy is to consolidate the financial statements of entities in which it has a controlling financial interest.

The Company determines whether it has a controlling financial interest in an entity by evaluating whether the entity is a voting interest entity or variable interest entity ("VIE") and if the accounting guidance requires consolidation.

For more information on the Company's VIEs, see Note 7 "Variable Interest Entities".

Loans at fair value.

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Further details concerning our loans at fair value are presented within Note 6, "Fair Values of Assets and Liabilities."

Loans at amortized cost.

Our loans at amortized cost, currently consist of receivables associated with our Auto Finance segment’s operations.

We purchased auto loans with outstanding principal of $ 61.0 million and $ 65.0 million for the three months ended March 31, 2024 and 2023, respectively, through our pre-qualified network of independent automotive dealers and automotive finance companies.

Certain of our loans at amortized cost also contain components of deferred revenue related to loan discounts on the purchase of our auto finance receivables.

As of March 31, 2024 and December 31, 2023, the weighted average remaining accretion period for the $ 18.7 million and $ 17.9 million of deferred revenue reflected in the consolidated balance sheets was 25 and 26 months, respectively.

Loans at amortized cost, net.

Our loans at amortized cost, net, currently consist of receivables associated with our Auto Finance segment’s operations and are presented in the condensed consolidated balance sheets net of the related allowance for credit losses and deferred revenue.

We purchased auto loans with outstanding principal of $ 51.2 million, $ 112.2 million, $ 55.3 million and $ 120.3 million for the three and six months ended June 30, 2024 and 2023, respectively, through our pre-qualified network of independent automotive dealers and automotive finance companies.

Certain of our loans at amortized cost, net, also contain components of deferred revenue related to loan discounts on the purchase of our auto finance receivables.

As of June 30, 2024 and December 31, 2023, the weighted average remaining accretion period for the $ 18.1 million and $ 17.9 million of deferred revenue reflected in the condensed consolidated balance sheets was 24 and 26 months, respectively.

A roll-forward (in millions) of our allowance for credit losses by class of receivable is as follows:

For the Three Months Ended March 31,

For the Three Months Ended June 30,

Allowances for credit losses:

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$ ( 2.4 ) $ ( 1.7 )

For the Six Months Ended June 30,

Allowances for credit losses:

Balance at beginning of period

$ ( 1.8 ) $ ( 1.6 )

Provision for credit losses

( 4.7 ) ( 1.0 )

( 1.2 ) ( 0.9 )

Balance at end of period

$ ( 2.4 ) $ ( 1.7 )

Allowances for credit losses:

Balance at end of period individually evaluated for impairment

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We consider loan delinquencies a key indicator of credit quality because this measure provides the best ongoing estimate of how a particular class of receivables is performing.

An aging of our delinquent loans at amortized cost (in millions) as of March 31, 2024 and December 31, 2023 is as follows:

An aging of our delinquent loans at amortized cost (in millions) as of June 30, 2024 and December 31, 2023 is as follows:

30-59 days past due

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Loan Modifications and Restructurings

We review our Loans at amortized cost to determine if any modifications for borrowers experiencing financial difficulty were made that would qualify the receivable as a Financial Difficulty Modification ("FDM").

We review our Loans at amortized cost, net, associated with our Auto Finance segment’s operations to determine if any modifications for borrowers experiencing financial difficulty were made that would qualify the receivable as a Financial Difficulty Modification ("FDM").

This could include a restructuring of the loan terms to alleviate the burden of the borrower's near-term cash requirements, such as a modification of terms to reduce or defer cash payments to help the borrower attempt to improve its financial condition.

For the three months ended March 31, 2024, no Loans at amortized cost qualified as a FDM.

We experienced effective tax rates of 21.1 % and 23.8 % for the three months ended March 31, 2024 and 2023, respectively.

Our effective tax rates for the three months ended March 31, 2024, and 2023, were above the statutory rate to varying degrees between the two periods principally due to ( 1 ) state and foreign income tax expense, ( 2 ) interest accrued on uncertain tax positions, ( 3 ) taxes on global intangible low-taxed income, and ( 4 ) deduction disallowance under Section 162 (m) of the Internal Revenue Code of 1986, as amended, with respect to compensation paid to our covered employees.

Offsetting the foregoing items were ( 1 ) our deduction for income tax purposes of amounts characterized in our consolidated financial statements as dividends on a preferred stock issuance, such amounts constituting deductible interest expense on a debt issuance for tax purposes and ( 2 ) deductions associated with the vesting of restricted stock at times when the fair value of our stock exceeded such share-based awards’ grant date values.

We report interest expense associated with our income tax liabilities (including accrued liabilities for uncertain tax positions) within our income tax line item on our consolidated statements of income.

For the six months ended June 30, 2024, no Loans at amortized cost qualified as a FDM.

We experienced effective tax rates of 15.6 % and 18.5 % for the three and six months ended June 30, 2024, respectively, compared to 22.3 % and 23.1 % for the three and six months ended June 30, 2023, respectively.

Our effective tax rates for the three and six months ended June 30, 2024 are below the statutory rate principally due to our deduction for income tax purposes of ( 1 ) amounts characterized in our condensed consolidated financial statements as dividends on a preferred stock issuance, such amounts constituting deductible interest expense on a debt issuance for tax purposes, and ( 2 ) a loss related to our unrecovered investment in a foreign subsidiary—such subsidiary which ceased operations in the three months ended June 30, 2024, and with respect to which we had used “permanently reinvested earnings” accounting in our condensed consolidated financial statements.

Offsetting the foregoing items were ( 1 ) state and foreign income tax expense including the effects of law changes enacted in the three months ended June 30, 2024 in certain states in which we operate, ( 2 ) taxes on global intangible low-taxed income, and ( 3 ) deduction disallowance under Section 162 (m) of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to compensation paid to our covered employees.

Our effective tax rates for the three and six months ended June 30, 2023 are above the statutory rate principally due to ( 1 ) state and foreign income tax expense, ( 2 ) interest accrued on uncertain tax positions, ( 3 ) taxes on global intangible low-taxed income, and ( 4 ) deduction disallowance under the Code with respect to compensation paid to our covered employees.

Partially offsetting the foregoing items was our deduction for income tax purposes of amounts characterized in our condensed consolidated financial statements as dividends on a preferred stock issuance, such amounts constituting deductible interest expense on a debt issuance for tax purposes.

We report interest expense associated with our income tax liabilities (including accrued liabilities for uncertain tax positions) within our income tax line item on our condensed consolidated statements of income.

We likewise report within such line item the reversal of interest expense associated with our accrued liabilities for uncertain tax positions to the extent we resolve such liabilities in a manner favorable to our accruals therefor.

Our interest expense was de minimis in the three months ended March 31, 2024, and $ 0.9 million in the three months ended March 31, 2023.

Our interest expense was $ 93 thousand for the six months ended June 30, 2024, and $ 1.14 million for the six months ended June 30, 2023.

Revenue from Contracts with Customers

Revenue from contracts with customers is included in Other revenue on our consolidated statements of income.

Components (in thousands) of our revenue from contracts with customers is as follows:

For the Three Months Ended March 31, 2024

Revenue from contracts with customers is included in Other revenue on our condensed consolidated statements of income.

Components (in thousands) of our revenue from contracts with customers are as follows:

For the Three Months Ended June 30, 2024

Interchange revenues, net (1)

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( 1 ) Interchange revenue is presented net of customer reward expense.

For the Three Months Ended March 31, 2023

For the Six Months Ended June 30, 2024

Interchange revenues, net (1)

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Servicing income

3,184 390 3,574

Service charges and other customer related fees

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( 1 ) Interchange revenue is presented net of customer reward expense.

For the Three Months Ended June 30, 2023

Interchange revenues, net (1)

$ 5,003 $ — $ 5,003

Servicing income

Service charges and other customer related fees

1,989 18 2,007

Total revenue from contracts with customers

$ 7,628 $ 207 $ 7,835

( 1 ) Interchange revenue is presented net of customer reward expense.

For the Six Months Ended June 30, 2023

Interchange revenues, net (1)

$ 9,619 $ — $ 9,619

Servicing income

1,341 380 1,721

Service charges and other customer related fees

3,382 37 3,419

Total revenue from contracts with customers

$ 14,342 $ 417 $ 14,759

( 1 ) Interchange revenue is presented net of customer reward expense.

Recent Accounting Pronouncements

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

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Consumer loans, including past due fees

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$ ( 3,836 ) $ ( 640 ) $ ( 4,476 )

Six Months Ended June 30, 2024

Consumer loans, including past due fees

$ 452,053 $ 20,670 $ 472,723

Three Months Ended March 31, 2023

Fees and related income on earning assets

107,369 42 107,411

Other revenue

25,259 422 25,681

Total operating revenue

584,681 21,134 605,815

Other non-operating revenue

Total revenue

585,042 21,687 606,729

Interest expense

( 71,362 ) ( 1,649 ) ( 73,011 )

Provision for credit losses

— ( 4,690 ) ( 4,690 )

Changes in fair value of loans

( 345,422 ) — ( 345,422 )

$ 168,258 $ 15,348 $ 183,606

Income before income taxes

$ 57,994 $ 3,430 $ 61,424

Income tax expense

$ ( 10,577 ) $ ( 901 ) $ ( 11,478 )

$ 2,733,909 $ 103,352 $ 2,837,261

Three Months Ended June 30, 2023

Consumer loans, including past due fees

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$ ( 6,346 ) $ ( 853 ) $ ( 7,199 )

Six Months Ended June 30, 2023

Consumer loans, including past due fees

$ 410,797 $ 18,946 $ 429,743

Fees and related income on earning assets

107,191 40 107,231

Other revenue

14,342 417 14,759

Total operating revenue

532,330 19,403 551,733

Other non-operating revenue

Total revenue

532,433 19,446 551,879

Interest expense

( 46,823 ) ( 1,626 ) ( 48,449 )

Provision for credit losses

— ( 1,013 ) ( 1,013 )

Changes in fair value of loans

( 327,651 ) — ( 327,651 )

$ 157,959 $ 16,807 $ 174,766

Income before income taxes

$ 60,736 $ 5,359 $ 66,095

Income tax expense

$ ( 13,913 ) $ ( 1,474 ) $ ( 15,387 )

$ 2,355,177 $ 99,525 $ 2,454,702

Shareholders’ Equity and Preferred Stock

During the three months ended March 31, 2024 and 2023, we repurchased and contemporaneously retired 18,033 shares and 72,354 shares of our common stock at an aggregate cost of $ 0.5 million and $ 1.9 million, respectively, pursuant to both open market and private purchases and the return of stock by holders of equity incentive awards to pay tax withholding obligations.

During the three and six months ended June 30, 2024 and 2023, we repurchased and contemporaneously retired 49,203 shares, 67,236 shares, 105,447 shares and 177,801 shares of our common stock at an aggregate cost of $ 1.3 million, $ 1.8 million, $ 3.0 million and $ 4.9 million, respectively, pursuant to both open market and private purchases and the return of stock by holders of equity incentive awards to pay tax withholding obligations.

Preferred Stock

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We pay cumulative cash dividends on the Series B preferred stock, when and as declared by our Board of Directors, in the amount of $ 1.90625 per share each year, which is equivalent to 7.625% of the $25.00 liquidation preference per share.

During the three months ended March 31, 2023, we repurchased and contemporaneously retired 1,806 shares of Series B preferred stock at an aggregate cost of $ 29,000 .

No shares of Series B preferred stock were repurchased in the three months ended March 31, 2024.

During the three and six months ended June 30, 2023, we repurchased and contemporaneously retired 0 shares and 1,806 shares of Series B preferred stock at an aggregate cost of $ 0 and $ 29,000 .

No shares of Series B preferred stock were repurchased in the three and six months ended June 30, 2024.

On August 10, 2022, the Company entered into an At Market Issuance Sales Agreement (the "Preferred Stock Sales Agreement") providing for the sale by the Company of up to an aggregate offering price of $ 100.0 million of our (i) Series B preferred stock and (ii) 2026 Senior Notes, from time to time through a sales agent, in connection with the Company's Series B preferred stock and 2026 Senior Notes "at-the-market" offering program (the "Preferred Stock ATM Program").

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The sales agents will make all sales using commercially reasonable efforts consistent with their normal trading and sales practices up to the amount specified in, and otherwise in accordance with the terms of, the placement notices.

During the three months ended March 31, 2024 and 2023, we sold 44,143 shares and 51,327 shares, respectively, of our Series B preferred stock under our Preferred Stock ATM Program for net proceeds of $ 1.1 million and $ 1.1 million, respectively.

During the three months ended March 31, 2024 and 2023, no 2026 Senior Notes were sold under the Company's Preferred Stock ATM Program.

During the three months ended March 31, 2024, no common shares were sold under the Company’s Common Stock ATM Program.

During the three and six months ended June 30, 2024 and 2023, we sold 0 shares, 44,143 shares, 2,100 shares and 53,427 shares, respectively, of our Series B preferred stock under our Preferred Stock ATM Program for net proceeds of $ 0 million, $ 1.1 million, $ 0.0 million and $ 1.1 million, respectively.

During the three and six months ended June 30, 2024 and 2023, no 2026 Senior Notes were sold under the Company's Preferred Stock ATM Program.

During the three and six months ended June 30, 2024, no common shares were sold under the Company’s Common Stock ATM Program.

Redeemable Preferred Stock

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Upon the election by the holders of a majority of the shares of Series A Preferred Stock, each share of the Series A Preferred Stock is convertible into the number of shares of the Company’s common stock as is determined by dividing (i) the sum of (a) $100 and (b) any accumulated and unpaid dividends on such share by (ii) an initial conversion price equal to $ 10 per share, subject to certain adjustment in certain circumstances to prevent dilution.

Given the redemption rights contained within the Series A Preferred Stock, we account for the outstanding preferred stock as temporary equity in the consolidated balance sheets.

Given the redemption rights contained within the Series A Preferred Stock, we account for the outstanding preferred stock as temporary equity in the condensed consolidated balance sheets.

Dividends paid on the Series A Preferred Stock are deducted from Net income attributable to controlling interests to derive Net income attributable to common shareholders.

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The Company has the right to redeem the Class B preferred units at any time with notice.

We have included the issuance of these Class B preferred units as temporary noncontrolling interest on the consolidated balance sheets.

We have included the issuance of these Class B preferred units as temporary noncontrolling interest on the condensed consolidated balance sheets.

Dividends paid on the Class B preferred units are deducted from Net income attributable to controlling interests to derive Net income attributable to common shareholders.

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Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

We update our fair value analysis each quarter, with changes since the prior reporting period reflected as a component of "Changes in fair value of loans" in the consolidated statements of income.

We update our fair value analysis each quarter, with changes since the prior reporting period reflected as a component of "Changes in fair value of loans" in the condensed consolidated statements of income.

Changes in interest rates, credit spreads, discount rates, realized and projected credit losses and cash flow timing will lead to changes in the fair value of loans and therefore impact earnings.

Further, our retail asset typically has seasonal growth during the summer months, impacting the fair value of assets.

Fair value differs from amortized cost accounting in the following ways:

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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 March 31, 2024 and December 31, 2023 fair values and carrying amounts of ( 1 ) our assets that are required to be carried at fair value in our consolidated financial statements and ( 2 ) our assets not carried at fair value, but for which fair value disclosures are required:

Assets – As of March 31, 2024 (1)

The table below summarizes (in thousands) by fair value hierarchy the June 30, 2024 and December 31, 2023 fair values and carrying amounts of ( 1 ) our assets that are required to be carried at fair value in our condensed consolidated financial statements and ( 2 ) our assets not carried at fair value, but for which fair value disclosures are required:

Assets – As of June 30, 2024 (1)

Quoted Prices in Active Markets for Identical Assets (Level 1)

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Carrying Amount of Assets

Loans at amortized cost for which it is practicable to estimate fair value and which are carried at net amortized cost

Loans at amortized cost, net for which it is practicable to estimate fair value and which are carried at net amortized cost

$ — $ — $ 105,456 $ 97,469

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Carrying Amount of Assets

Loans at amortized cost for which it is practicable to estimate fair value and which are carried at net amortized cost

Loans at amortized cost, net for which it is practicable to estimate fair value and which are carried at net amortized cost

$ — $ — $ 105,409 $ 98,425

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For cash, deposits and investments in equity securities, the carrying amount is a reasonable estimate of 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 consolidated statements of income as a component of "Changes in fair value of loans".

For those asset classes above that are required to be carried at fair value in our condensed consolidated financial statements, gains and losses associated with fair value changes are detailed on our condensed consolidated statements of income as a component of "Changes in fair value of loans".

For our loans included in the above table, we assess the fair value of these assets based on our estimate of future cash flows net of servicing costs, and to the extent that such cash flow estimates change from period to period, any such changes are considered to be attributable to changes in instrument-specific credit risk.

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 three months ended March 31, 2024 and 2023:

Loans at Fair Value

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( 1,255,658 ) ( 1,185,341 )

Balance at March 31,

Balance at June 30,

$ 2,277,379 $ 1,916,063

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Our fair value models include market degradation to reflect the possibility of delinquency rates increasing in the near term (and the corresponding increase in charge-offs and decrease in payments) above the level that current trends would suggest.

Recent rules enacted by the CFPB, which, if implemented, would limit the late fees charged to consumers in most instances, are expected to adversely impact the revenue recognized on our receivables.

We believe these product, policy and pricing changes will offset the negative impact of a reduced late fee.

The changes will take several quarters to fully implement.

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 March 31, 2024 and December 31, 2023 fair values and carrying amounts of our liabilities not carried at fair value, but for which fair value disclosures are required:

Liabilities – As of March 31, 2024

The table below summarizes (in thousands) by fair value hierarchy the June 30, 2024 and December 31, 2023 fair values and carrying amounts of our liabilities not carried at fair value, but for which fair value disclosures are required:

Liabilities – As of June 30, 2024

Quoted Prices in Active Markets for Identical Assets (Level 1)

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Other Relevant Data

Other relevant data (in thousands) as of March 31, 2024 and December 31, 2023 concerning certain assets we carry at fair value are as follows:

As of March 31, 2024

Other relevant data (in thousands) as of June 30, 2024 and December 31, 2023 concerning certain assets we carry at fair value are as follows:

As of June 30, 2024

Loans at Fair Value

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Aggregate fair value of loans at fair value that are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies)

Unpaid principal balance of loans 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, interest and fees receivable

Unpaid principal balance of loans at fair value that 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, interest and fees receivable

$ 6 $ 131,505

9 unchanged sentences

Aggregate fair value of loans at fair value that are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies)

$ 9 $ 147,803

1 unchanged sentence

The following table presents a summary of VIEs in which we had continuing involvement and held a variable interest (in millions):

March 31, 2024

June 30, 2024

December 31, 2023

11 unchanged sentences

The components of lease expense associated with our lease liabilities and supplemental cash flow information related to those leases were as follows (dollar amounts in thousands):

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Operating lease cost, gross

$ 637 $ 637 $ 1,264 $ 1,276

Sublease income

1 unchanged sentence

Net Operating lease cost

$ 613 $ 614 $ 1,216 $ 1,229

Cash paid under operating leases, gross

$ 752 $ 181 $ 1,499 $ 361

Weighted average remaining lease term - months

Weighted average discount rate

As of March 31, 2024 , maturities of lease liabilities were as follows (in thousands):

As of June 30, 2024 , maturities of lease liabilities were as follows (in thousands):

Gross Lease Payment

1 unchanged sentence

Net Lease Payment

2024 (excluding the three months ended March 31, 2024)

2024 (excluding the six months ended June 30, 2024)

$ 1,504 $ ( 49 ) $ 1,455

7 unchanged sentences

Less imputed interest

Operating lease liabilities

In August 2021, we entered into an operating lease agreement for our corporate headquarters in Atlanta, Georgia with an unaffiliated third party.

3 unchanged sentences

A right-of-use asset and liability was recorded at the commencement date of this lease.

In addition, we occasionally lease certain equipment under cancelable and non-cancelable leases, which are accounted for as capital leases in our consolidated financial statements.

As of March 31, 2024, we had no material non-cancelable capital leases with initial or remaining terms of more than one year.

In addition, we occasionally lease certain equipment under cancelable and non-cancelable leases, which are accounted for as capital leases in our condensed consolidated financial statements.

As of June 30, 2024, we had no material non-cancelable capital leases with initial or remaining terms of more than one year.

Notes Payable

Notes Payable, at Face Value

Other notes payable outstanding as of March 31, 2024 and December 31, 2023 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:

March 31, 2024

Other notes payable outstanding as of June 30, 2024 and December 31, 2023 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:

June 30, 2024

December 31, 2023

Revolving credit facilities at a weighted average interest rate equal to 6.3 % as of March 31, 2024 ( 6.3 % as of December 31, 2023) secured by the financial and operating assets of CAR and/or certain receivables and restricted cash with a combined aggregate carrying amount of $ 2,231.7 million as of March 31, 2024 ($ 2,252.9 million as of December 31, 2023)

Revolving credit facilities at a weighted average interest rate equal to 7.0 % as of June 30, 2024 ( 6.3 % as of December 31, 2023) secured by the financial and operating assets of CAR and/or certain receivables and restricted cash with a combined aggregate carrying amount of $ 2,304.4 million as of June 30, 2024 ($ 2,252.9 million as of December 31, 2023)

Revolving credit facility, not to exceed $ 65.0 million (expiring December 1, 2026 ) (1) (2) (3)

4 unchanged sentences

Revolving credit facility, not to exceed $ 20.0 million (expiring December 11, 2024 ) (2) (3) (4) (5)

Revolving credit facility, not to exceed $ 250.0 million (expiring October 15, 2025 ) (3) (4) (5) (6)

Revolving credit facility, not to exceed $ 250.0 million, repaid in May 2024

Revolving credit facility, not to exceed $ 35.0 million (expiring July 31, 2026 ) (2) (3) (4) (5)

8 unchanged sentences

Revolving credit facility, not to exceed $ 150.0 million (expiring May 17, 2027 ) (3) (4) (5) (6)

Revolving credit facility, not to exceed $ 250.0 million (expiring November 15, 2028 ) (3) (4) (5) (6)

Other facilities

13 unchanged sentences

Creditors do not have recourse against the general assets of the Company but only to the collateral within the VIEs.

* As of March 31, 2024 , the Prime Rate was 8.50 % and the Secured Overnight Financing Rate ("SOFR") was 5.34 %.

In October 2015, we (through a wholly owned subsidiary) entered a revolving credit facility with a (as subsequently amended) $ 50.0 million revolving borrowing limit that can be drawn to the extent of outstanding eligible principal receivables (of which $ 29.8 million was drawn as of March 31, 2024).

* As of June 30, 2024 , the Prime Rate was 8.50 % and the Secured Overnight Financing Rate ("SOFR") was 5.33 %.

This facility is secured by the loans, interest and fees receivable and related restricted cash and accrues interest at an annual rate equal to SOFR plus 3.0 %.

1 unchanged sentence

The facility is guaranteed by Atlanticus, which is required to maintain certain minimum liquidity levels.

In October 2016, we (through a wholly owned subsidiary) entered a revolving credit facility available to the extent of outstanding eligible principal receivables of our CAR subsidiary (of which $ 44.1 million was drawn as of March 31, 2024).

This facility is secured by the financial and operating assets of CAR and accrues interest at an annual rate equal to SOFR plus a range between 2.25 % and 2.6 % based on certain ratios.

1 unchanged sentence

In periods subsequent to October 2016, we amended the original agreement to either extend the maturity date and/or expand the capacity of this revolving credit facility.

As of March 31, 2024, the facility's borrowing limit was $ 65.0 million and the facility matures on December 1, 2026.

As of June 30, 2024, the facility's borrowing limit was $ 65.0 million and the facility matures on December 1, 2026.

There were no other material changes to the existing terms or conditions as a result of these amendments and the new maturity date and borrowing limit are reflected in the table above.

In December 2017, we (through a wholly owned subsidiary) entered a revolving credit facility with a (as subsequently amended) $ 50.0 million revolving borrowing limit that is available to the extent of outstanding eligible principal receivables (of which $ 37.9 million was drawn as of March 31, 2024).

This facility is secured by the loans, interest and fees receivable and related restricted cash and accrues interest at an annual rate equal to Term Secured Overnight Financing Rate ("Term SOFR") plus 3.6 %.

3 unchanged sentences

The note is guaranteed by Atlanticus.

In 2018, we (through a wholly owned subsidiary) entered a revolving credit facility to sell up to an aggregate $ 100.0 million of notes that are secured by the receivables and other assets of the trust (of which $ 0 was outstanding as of March 31, 2024) that can be drawn upon to the extent of outstanding eligible receivables.

In 2018, we (through a wholly owned subsidiary) entered a revolving credit facility to sell up to an aggregate $ 100.0 million of notes that are secured by the receivables and other assets of the trust (of which $ 0 was outstanding as of June 30, 2024) that can be drawn upon to the extent of outstanding eligible receivables.

The interest rate on the notes equals the SOFR plus 3.75 %.

The facility matures on December 15, 2025, and is subject to certain affirmative covenants and collateral performance tests, the failure of which could result in required early repayment of all or a portion of the outstanding balance of notes.

As of March 31, 2024, the aggregate borrowing limit was $ 100.0 million.

In June 2019, we (through a wholly owned subsidiary) entered a revolving credit facility with a (as subsequently amended) $ 20.0 million revolving borrowing limit that is available to the extent of outstanding eligible principal receivables (of which $ 10.9 million was drawn as of March 31, 2024).

As of June 30, 2024, the aggregate borrowing limit was $ 100.0 million.

This facility is secured by the loans, interest and fees receivable and related restricted cash and accrues interest at an annual rate equal to the Prime Rate.

4 unchanged sentences

A portion of the proceeds from the sale was used to pay down our existing term ABS associated with our private label credit receivables, noted above, and the remaining proceeds were used to fund the acquisition of receivables.

The terms of the ABS allow for a 41 -month revolving structure with an 18 -month amortization period, and the securities mature between August 2025 and October 2025.

The weighted average interest rate on the securities is fixed at 4.1 %.

In January 2021, we (through a wholly owned subsidiary) entered a revolving credit facility with a (as subsequently amended) $ 35.0 million borrowing limit (of which $ 15.0 million was drawn as of March 31, 2024) that is available to the extent of outstanding eligible principal receivables.

The facility was repaid in May 2024.

In January 2021, we (through a wholly owned subsidiary) entered a revolving credit facility with a (as subsequently amended) $ 35.0 million borrowing limit (of which $ 35.0 million was drawn as of June 30, 2024) that is available to the extent of outstanding eligible principal receivables.

This facility is secured by the loans, interest and fees receivable and related restricted cash and accrues interest at an annual rate equal to the greater of the Prime Rate or 4 %.

4 unchanged sentences

The weighted average interest rate on the securities is fixed at 4.24 %.

In September 2021, we (through a wholly owned subsidiary) entered a term facility with a $ 75.0 million limit (of which $ 0 was outstanding as of March 31, 2024) that is available to the extent of outstanding eligible principal receivables.

In September 2021, we (through a wholly owned subsidiary) entered a term facility with a $ 75.0 million limit (of which $ 0 was outstanding as of June 30, 2024) that is available to the extent of outstanding eligible principal receivables.

This facility is secured by the loans, interest and fees receivable and related restricted cash and accrues interest at an annual rate equal to Term SOFR plus 2.75 %.

3 unchanged sentences

The weighted average interest rate on the securities is fixed at 3.53 %.

In May 2022, we (through a wholly owned subsidiary) entered a (as subsequently amended) $ 325.0 million ABS agreement (of which $ 325.0 million was drawn as of March 31, 2024) secured by certain credit card receivables (expiring November 15, 2028).

In May 2022, we (through a wholly owned subsidiary) entered a (as subsequently amended) $ 325.0 million ABS agreement (of which $ 325.0 million was drawn as of June 30, 2024) secured by certain credit card receivables (expiring November 15, 2028).

The terms of the ABS allow for a five -year revolving structure with a subsequent 18 -month amortization period.

The weighted average interest rate on the securities is fixed at 6.33 %.

In August 2022, we (through a wholly owned subsidiary) entered a $ 100.0 million ABS agreement secured by certain credit card receivables (of which $ 0 was outstanding as of March 31, 2024) that can be drawn upon to the extent of outstanding eligible receivables.

In August 2022, we (through a wholly owned subsidiary) entered a $ 100.0 million ABS agreement secured by certain credit card receivables (of which $ 0 was outstanding as of June 30, 2024) that can be drawn upon to the extent of outstanding eligible receivables.

The interest rate on the notes is based on the Term SOFR plus 1.8 %.

4 unchanged sentences

The weighted average interest rate on the securities is fixed at 7.32 %.

In May 2023, we (through a wholly owned subsidiary) entered a revolving credit facility with a $ 20.0 million revolving borrowing limit that is available to the extent of outstanding eligible principal receivables (of which $ 0 was drawn as of March 31, 2024).

This facility is secured by the loans, interest and fees receivable and related restricted cash and accrues interest at an annual rate equal to the Term SOFR plus 3.75 %.

9 unchanged sentences

The weighted average interest rate on the securities is fixed at 9.39 %.

As of March 31, 2024, we were in compliance with the covenants underlying our various notes payable and credit facilities.

In May 2024, we (through a wholly owned subsidiary) sold $ 250.0 million of ABS secured by certain private label credit receivables (expiring November 15, 2028).

A portion of the proceeds from the sale was used to pay down other revolving facilities associated with our private label credit receivables, noted above, and the remaining proceeds have been invested in the acquisition of receivables.

The terms of the ABS allow for a 3 -year revolving structure with an 18 -month amortization period.

The weighted average interest rate on the securities is fixed at 8.86 %.

As of June 30, 2024, we were in compliance with the covenants underlying our various notes payable and credit facilities.

Senior Notes, net

6 unchanged sentences

We are amortizing fees associated with the issuance of the 2026 Senior Notes into interest expense over the expected life of such notes.

Amortization of these fees for the three months ended March 31, 2024 and 2023 totaled $ 0.4 million and $ 0.4 million, respectively.

We repurchased $ 0.4 million and $ 0 of the outstanding principal amount of these 2026 Senior Notes in the three months ended March 31, 2024 and 2023, respectively.

Amortization of these fees for the three and six months ended June 30, 2024 and 2023 totaled $ 0.3 million.

$ 0.7 million, $ 0.3 million and $ 0.7 million, respectively.

We repurchased $ 0 , $ 0.4 million, $ 0.8 million and $ 0.8 million of the outstanding principal amount of these 2026 Senior Notes in the three and six months ended June 30, 2024 and 2023, respectively.

In January and February 2024, we issued an aggregate of $ 57.2 million aggregate principal amount of 9.25% Senior Notes due 2029 (the "2029 Senior Notes").

5 unchanged sentences

We are amortizing fees associated with the issuance of the 2029 Senior Notes into interest expense over the expected life of such notes.

Amortization of these fees for the three months ended March 31, 2024 totaled $ 0.1 million.

The 2026 Senior Notes and 2029 Senior Notes are collectively included on our consolidated balance sheet as "Senior Notes, net".

Amortization of these fees for the three and six months ended June 30, 2024 totaled $ 0.1 million and $ 0.2 million, respectively.

The 2026 Senior Notes and 2029 Senior Notes are collectively included on our condensed consolidated balance sheet as "Senior Notes, net".

Commitments and Contingencies

Under finance products available in the private label credit and general purpose credit card channels, consumers have the ability to borrow up to the maximum credit limit assigned to each individual’s account.

Unfunded commitments under these products aggregated $ 2.9 billion at March 31, 2024.

Unfunded commitments under these products aggregated $ 3.4 billion at June 30, 2024.

We have never experienced a situation in which all borrowers have exercised their entire available lines of credit at any given point in time, nor do we anticipate this will ever occur in the future.

3 unchanged sentences

These loans are secured by the underlying auto inventory and, in certain cases where we have other lending products outstanding with the dealer, are secured by the collateral under those lending arrangements as well, including any outstanding dealer reserves.

As of March 31, 2024, CAR had unfunded outstanding floor-plan financing commitments totaling $ 10.9 million.

As of June 30, 2024, CAR had unfunded outstanding floor-plan financing commitments totaling $ 11.4 million.

Each draw against unused commitments is reviewed for conformity to pre-established guidelines and is not unconditional.

Under agreements with third -party originating and other financial institutions, we have pledged security (collateral) related to their issuance of consumer credit and purchases thereunder, of which $ 17.7 million remains pledged as of March 31, 2024 to support various ongoing contractual obligations.

Under agreements with third -party originating and other financial institutions, we have pledged security (collateral) related to their issuance of consumer credit and purchases thereunder, of which $ 23.2 million remains pledged as of June 30, 2024 to support various ongoing contractual obligations.

Under agreements with third -party originating and other financial institutions, we have agreed to indemnify the financial institutions for certain liabilities associated with the services we provide on behalf of the financial institutions—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.

As of March 31, 2024, we have assessed the likelihood of any potential payments related to the aforementioned contingencies as remote.

As of June 30, 2024, we have assessed the likelihood of any potential payments related to the aforementioned contingencies as remote.

We would accrue liabilities related to these contingencies in any future period when we assess the likelihood of an estimable payment as probable.

1 unchanged sentence

Eligible events typically include loss of life, job loss, disability, or hospitalization.

As an acquirer of receivables, our potential exposure under this program, if all eligible participants applied for this benefit, was $ 78.6 million as of March 31, 2024.

As an acquirer of receivables, our potential exposure under this program, if all eligible participants applied for this benefit, was $ 80.7 million as of June 30, 2024.

We have never experienced a situation in which all eligible participants have applied for this benefit at any given point in time, nor do we anticipate this will ever occur in the future.

2 unchanged sentences

We acquire all of our fair value receivables under agreements with two third -party originating institutions.

Our five largest retail partners accounted for 70 % of our outstanding private label credit receivables as of March 31, 2024.

Our five largest retail partners accounted for over 70 % of our outstanding private label credit receivables as of June 30, 2024.

Our general purpose credit card and private label credit receivables base is diverse and spread across individual consumers in the U.S.

As of March 31, 2024, only one state (Texas) had receivables concentration in excess of 10% of our total pool of receivables.

As of June 30, 2024, only one state (Texas) had receivables concentration in excess of 10% of our total pool of receivables.

We are involved in various legal proceedings that are incidental to the conduct of our business.

7 unchanged sentences

For the Three Months Ended

For the Six Months Ended

Net income attributable to controlling interests

5 unchanged sentences

Effect of dilutive preferred stock dividends and discount accretion

596 598 1,193 1,190

Net income attributable to common shareholders—diluted

3 unchanged sentences

Effect of dilutive stock compensation arrangements and exchange of preferred stock

4,037 4,520 4,044 4,513

Diluted (including unvested share-based payment awards) (1)

4 unchanged sentences

$ 0.99 $ 1.02 $ 2.08 $ 2.11

Shares related to unvested share-based payment awards included in our basic and diluted share counts were 293,578 for the three months ended March 31, 2024 compared to 188,384 for the three months ended March 31, 2023.

As their effects were anti-dilutive, we excluded stock options to purchase 0.1 million shares from our net income attributable to controlling interests per share of common stock calculations for the three months ended March 31, 2024.

We excluded stock options to purchase 0.1 million shares from our net income attributable to controlling interests per share of common stock calculations for the three months ended March 31, 2023.

For both of the three months ended March 31, 2024 and 2023, we included 4.0 million shares of common stock for each period in our outstanding diluted share counts associated with our Series A Preferred Stock.

Shares related to unvested share-based payment awards included in our basic and diluted share counts were 390,096 and 341,837 for the three and six months ended June 30, 2024 , respectively, compared to 246,994 and 217,851 for the three and six months ended June 30, 2023, respectively.

We excluded stock options to purchase 0.1 million shares from our net income attributable to controlling interests per share of common stock calculations for both the three and six months ended June 30, 2023, respectively.

For the three and six months ended June 30, 2024 and 2023, we included 4.0 million shares of common stock for each period in our outstanding diluted share counts associated with our Series A Preferred Stock.

See Note 5, "Redeemable Preferred Stock", for a further discussion of these convertible securities.

4 unchanged sentences

The Fourth Amended 2014 Plan was approved by our shareholders in May 2019.

As of March 31, 2024, 46,080 shares remained available for issuance under the ESPP and 1,946,670 shares remained available for issuance under the Fourth Amended 2014 Plan.

Exercises and vestings under our stock-based compensation plans resulted in no income tax-related charges to paid-in capital during the three months ended March 31, 2024 and 2023.

As of June 30, 2024, 44,652 shares remained available for issuance under the ESPP and 1,945,463 shares remained available for issuance under the Fourth Amended 2014 Plan.

Exercises and vestings under our stock-based compensation plans resulted in no income tax-related charges to paid-in capital during the three and six months ended June 30, 2024 and 2023.

Restricted Stock and Restricted Stock Units

During the three months ended March 31, 2024 and 2023, we granted 206,629 shares and 146,227 shares of restricted stock and restricted stock units (net of any forfeitures), respectively, with aggregate grant date fair values of $ 6.4 million and $ 3.6 million, respectively.

We incurred expenses of $ 0.9 million and $ 0.7 million during the three months ended March 31, 2024 and 2023, respectively, related to restricted stock awards.

When we grant restricted stock and restricted stock units, we defer the grant date value of the restricted stock and restricted stock unit and amortize that value (net of the value of anticipated forfeitures) as compensation expense with an offsetting entry to the paid-in capital component of our consolidated shareholders’ equity.

During the three and six months ended June 30, 2024 and 2023, we granted 3,007 shares, 209,636 shares, ( 220 ) shares and 146,007 shares of restricted stock and restricted stock units (net of any forfeitures), respectively, with aggregate grant date fair values of $ 0.1 million, $ 6.5 million, $ 0 and $ 3.6 million, respectively.

We incurred expenses of $ 1.0 million, $ 1.9 million, $ 0.8 million and $ 1.5 million during the three and six months ended June 30, 2024 and 2023, respectively, related to restricted stock awards.

Our restricted stock awards typically vest over a range of 12 to 60 months (or other term as specified in the grant which may include the achievement of performance measures) and are amortized to salaries and benefits expense ratably over applicable vesting periods.

As of March 31, 2024, our unamortized deferred compensation costs associated with non-vested restricted stock awards were $ 9.5 million with a weighted-average remaining amortization period of 3.6 years.

As of June 30, 2024, our unamortized deferred compensation costs associated with non-vested restricted stock awards were $ 8.5 million with a weighted-average remaining amortization period of 3.5 years.

No forfeitures have been included in our compensation cost estimates based on historical forfeiture rates.

7 unchanged sentences

( 4,285 ) $ 32.47

Outstanding at March 31, 2024

Outstanding at June 30, 2024

389,741 $ 31.73

2 unchanged sentences

The option period may not exceed 10 years from the date of grant.

We had expense of $ 0.1 million and $ 0.2 million related to stock option-related compensation costs during the three months ended March 31, 2024 and 2023, respectively.

We had expense of $ 0.1 million, $ 0.1 million, $ 0.2 million and $ 0.4 million related to stock option-related compensation costs during the three and six months ended June 30, 2024 and 2023, respectively.

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.

6 unchanged sentences

223,406 $ 28.52

( 2,975 ) $ 15.30

Expired/Forfeited

( 2,000 ) $ 15.30

Outstanding at March 31, 2024

Outstanding at June 30, 2024

218,431 $ 28.82 1.7 $ 1,090,353

Exercisable at March 31, 2024

Exercisable at June 30, 2024

192,148 $ 27.07 1.6 $ 1,090,353

No options were issued during the three months ended March 31, 2024 and 2023.

We had $ 0.1 million and $ 0.1 million of unamortized deferred compensation costs associated with non-vested stock options as of March 31, 2024 and December 31, 2023, respectively, with a weighted average remaining amortization period of 0.3 years as of March 31, 2024.

No options were issued during the three and six months ended June 30, 2024 and 2023.

We had $ 0.0 million and $ 0.1 million of unamortized deferred compensation costs associated with non-vested stock options as of June 30, 2024 and December 31, 2023, respectively, with a weighted average remaining amortization period of 0 years as of June 30, 2024.

Upon exercise of outstanding options, the Company issues new shares.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements