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.