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Evaluation of disclosure controls and procedures
−Removed: As of the end of the period covered by this Report, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Act")) was carried out on behalf of Atlanticus Holdings Corporation and our subsidiaries by our management and with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer).
−Removed: Based upon the evaluation, our principal executive officer and principal financial officer concluded that these disclosure controls and procedures were effective as of September 30, 2024.
+Added: As of December 31, 2024, the Company’s management, including the principal executive officer and principal financial officer, in consultation with the Company’s independent registered public accounting firm, Deloitte & Touche LLP (“Deloitte”), concluded that our disclosure controls and procedures were not effective as of December 31, 2024 because a material weakness in our internal control over financial reporting existed related to management’s failure to adequately design and implement internal controls to determine whether or not each of the inputs into the Company’s valuation model for its Loans at fair value consistent with U.S.
+Added: Management, with the participation and supervision of our principal executive officer and our principal financial officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Act) as of March 31, 2025, the end of the period covered by this Form 10-Q.
+Added: The Company’s disclosure controls and procedures are designed to ensure that information the Company is required to disclose in reports that it files or submits under the Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: Based on such evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2025 because of the material weakness described above.
+Added: Notwithstanding this material weakness, the Company has concluded that no material misstatements exist in the condensed consolidated financial statements as filed in this Form 10-Q, and such condensed consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three months ended March 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.
+Added: Accordingly, there are no changes to the Company’s previously reported consolidated financial statements.
+Added: Remediation Plan
+Added: The Company’s management is committed to maintaining a strong internal control environment.
+Added: In response to the material weakness identified above, management, with the oversight of the Audit Committee of the Board of Directors, evaluated the material weakness described above and designed a remediation plan to enhance the Company’s internal control environment.
+Added: To remediate the material weakness, the Company’s management implemented a new control designed to evaluate the appropriateness in accordance with U.S.
+Added: GAAP of all inputs used in the Company’s valuation model for its Loans at fair value.
+Added: We will assess the ongoing operating effectiveness of the newly designed control in future periods.
+Added: The material weakness cannot be considered remediated until the applicable control has operated for a sufficient period of time and we have concluded, through testing, that this control is operating effectively.
+Added: These enhanced procedures were implemented as of March 31, 2025, and will be monitored for effectiveness.
Changes in internal control over financial reporting
−Removed: During the quarter ended September 30, 2024, no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Act) occurred that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: Other than changes related to the remediation of the material weakness described above, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Act) during the quarter ended March 31, 2025, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
Limitations on Controls
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Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.
−Removed: The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.
+Added: The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;
+Added: over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.
Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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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.