UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 28, 2009
ENCORE CAPITAL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-26489 | 48-1090909 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
8875 Aero Drive, Suite 200, San Diego, California | 92123 | |
(Address of Principal Executive Offices) | (Zip Code) |
(877) 445-4581
(Registrants telephone number, including area code)
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 (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On October 28, 2009, we issued a press release announcing our financial results for the second quarter ended September 30, 2009. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit |
Description | |
99.1 | Press release dated October 28, 2009. |
The information in Item 2.02 of this Current Report on Form 8-K, including the exhibit, shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section, nor be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.
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.
ENCORE CAPITAL GROUP, INC. | ||||
Date: October 28, 2009 | /s/ PAUL GRINBERG | |||
Paul Grinberg | ||||
Executive Vice President, Chief Financial Officer and Treasurer |
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press release dated October 28, 2009. |
Exhibit 99.1
For Immediate Release
Encore Capital Group Announces Third Quarter 2009 Results
SAN DIEGO, October 28, 2009 /PRNewswire-FirstCall/ Encore Capital Group, Inc. (Nasdaq: ECPG), a leading distressed consumer debt management company, today reported consolidated financial results for the third quarter ended September 30, 2009.
For the third quarter of 2009:
| Gross collections were $125.7 million, a 29% increase over the $97.8 million in the same period of the prior year. Excluding portfolio sales, collections were $120.4 million, a 27% increase over the $94.6 million in the same period of the prior year. |
| Investment in receivable portfolios was $77.7 million, to purchase $2.2 billion in face value of debt, compared to $66.1 million, to purchase $1.8 billion in face value of debt in the same period of the prior year. Available capacity under the revolving credit facility, subject to borrowing base and applicable debt covenants, was $53.0 million as of September 30, 2009. Total debt, consisting of the revolving credit facility, convertible senior notes and capital lease obligations, was $324.4 million as of September 30, 2009, an increase of 7% from $303.7 million as of December 31, 2008. |
| Revenue from receivable portfolios was $76.4 million, a 22% increase over the $62.6 million in the same period of the prior year. Revenue recognized on receivable portfolios, as a percentage of portfolio collections, excluding the effects of impairment provisions, was 64%, compared to 71% in the same period of the prior year. |
| Revenue from bankruptcy servicing was $3.9 million, a 3% increase over the $3.8 million in the same period of the prior year. |
| Total operating expenses were $61.5 million, a 10% increase over the $55.8 million in the same period of the prior year. Operating expense (excluding stock-based compensation expense and bankruptcy servicing operating expenses) per dollar collected decreased to 45.4% compared to 52.2% in the same period of the prior year. |
| Adjusted EBITDA, defined as net income before interest, taxes, depreciation and amortization, stock-based compensation expense and portfolio amortization, was $70.0 million, a 48% increase over the $47.3 million in the same period of the prior year. |
| Total interest expense was $4.0 million, compared to $5.1 million in the same period of the prior year. |
| Net income was $9.0 million or $0.37 per fully diluted share, compared to net income of $3.0 million or $0.13 per fully diluted share in the same period of the prior year. |
| Tangible book value per share, computed by dividing total stockholders equity less goodwill and identifiable intangible assets by the number of diluted shares outstanding, was $8.87 as of September 30, 2009, a 13% increase over $7.86 as of December 31, 2008. |
Encore Capital Group, Inc.
Page 2 of 7
Additional Financial Information:
Certain events affected the comparability of 2009 versus 2008 quarterly results, as outlined below. For a more detailed comparison of 2009 versus 2008 results, refer to Managements Discussion and Analysis of Financial Condition and Results of Operations included in the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2009.
| In the third quarter of 2009, the Company recorded a net impairment provision of $4.3 million, compared to a net impairment provision of $7.3 million in the same period of the prior year. |
| In the third quarter of 2009, general and administrative expenses increased by $2.4 million to $7.3 million, compared to $4.9 million in the same period of the prior year. The increase was primarily the result of an increase of $2.2 million in corporate legal expenses related primarily to our settled Jefferson Capital arbitration and an increase of $0.5 million in building rent primarily in India where we are incurring rental charges at two locations, as we build out a larger site. |
Non-GAAP Financial Measures
The Company has included information concerning Adjusted EBITDA because management utilizes this information, which is materially similar to a financial measure contained in covenants used in the Companys credit agreement, in the evaluation of its operations and believes that this measure is a useful indicator of the Companys ability to generate cash collections in excess of operating expenses through the liquidation of its receivable portfolios. The Company has included information concerning total operating expenses excluding stock-based compensation expense and bankruptcy servicing operating expenses in order to facilitate a comparison of approximate cash costs to cash collections for the debt purchasing business in the periods presented. The Company has included information concerning tangible book value per share because management believes that this metric is a meaningful measure that reflects the equity deployed in the business. These non-GAAP financial measures should not be considered as alternatives to, or more meaningful than, net income and total operating expenses as indicators of Encore Capital Groups operating performance and total stockholders equity as an indicator of Encore Capital Groups financial condition. Adjusted EBITDA, operating expenses excluding stock-based compensation expense and bankruptcy servicing operating expenses, and tangible book value per share have not been prepared in accordance with U.S. generally accepted accounting principles (GAAP). These non-GAAP financial measures, as presented by Encore Capital Group, may not be comparable to similarly titled measures reported by other companies. The Company has included a reconciliation of Adjusted EBITDA to reported earnings under GAAP, a reconciliation of operating expenses excluding stock-based compensation expense and bankruptcy servicing operating expenses to the GAAP measure total operating expenses, and a reconciliation of tangible book value per share to the GAAP measure total stockholders equity in the attached financial tables.
Encore Capital Group, Inc.
Page 3 of 7
About Encore Capital Group, Inc.
Encore Capital Group, Inc. is a systems-driven purchaser and manager of charged-off consumer receivables portfolios. More information on the company can be found at www.encorecapitalgroup.com.
Contact:
Encore Capital Group, Inc.
Paul Grinberg (858) 309-6904
paul.grinberg@encorecapitalgroup.com
or
Ren Zamora (858) 560-3598
ren.zamora@encorecapitalgroup.com
FINANCIAL TABLES FOLLOW
Encore Capital Group, Inc.
Page 4 of 7
ENCORE CAPITAL GROUP, INC.
Condensed Consolidated Statements of Financial Condition
(In Thousands, Except Par Value Amounts)
(Unaudited)
September 30, 2009 |
December 31, 2008 |
|||||||
Adjusted | ||||||||
Assets |
||||||||
Cash and cash equivalents |
$ | 6,940 | $ | 10,341 | ||||
Accounts receivable, net |
3,211 | 1,757 | ||||||
Investment in receivable portfolios, net |
534,656 | 461,346 | ||||||
Deferred court costs |
27,710 | 28,335 | ||||||
Property and equipment, net |
8,698 | 6,290 | ||||||
Prepaid income tax |
| 7,935 | ||||||
Forward flow asset |
| 10,302 | ||||||
Other assets |
4,414 | 5,049 | ||||||
Goodwill |
15,985 | 15,985 | ||||||
Identifiable intangible assets, net |
1,268 | 1,739 | ||||||
Total assets |
$ | 602,882 | $ | 549,079 | ||||
Liabilities and stockholders equity |
||||||||
Liabilities: |
||||||||
Accounts payable and accrued liabilities |
$ | 19,775 | $ | 18,204 | ||||
Income taxes payable |
3,256 | | ||||||
Deferred tax liabilities, net |
15,545 | 15,108 | ||||||
Deferred revenue and purchased servicing obligation |
5,675 | 5,203 | ||||||
Debt |
324,394 | 303,655 | ||||||
Other liabilities |
2,306 | 3,483 | ||||||
Total liabilities |
370,951 | 345,653 | ||||||
Commitments and contingencies |
||||||||
Stockholders equity: |
||||||||
Convertible preferred stock, $.01 par value, 5,000 shares authorized, no shares issued and outstanding |
| | ||||||
Common stock, $.01 par value, 50,000 shares authorized, 23,159 shares and 23,053 shares issued and outstanding as of September 30, 2009, and December 31, 2008, respectively |
232 | 231 | ||||||
Additional paid-in capital |
101,677 | 98,521 | ||||||
Accumulated earnings |
131,437 | 106,795 | ||||||
Accumulated other comprehensive loss |
(1,415 | ) | (2,121 | ) | ||||
Total stockholders equity |
231,931 | 203,426 | ||||||
Total liabilities and stockholders equity |
$ | 602,882 | $ | 549,079 | ||||
Encore Capital Group, Inc.
Page 5 of 7
ENCORE CAPITAL GROUP, INC.
Condensed Consolidated Statements of Income
(In Thousands, Except Per Share Amounts)
(Unaudited)
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Adjusted | Adjusted | |||||||||||||||
Revenue |
||||||||||||||||
Revenue from receivable portfolios, net |
$ | 76,448 | $ | 62,557 | $ | 222,688 | $ | 192,900 | ||||||||
Servicing fees and other related revenue |
3,938 | 3,816 | 12,179 | 11,047 | ||||||||||||
Total revenue |
80,386 | 66,373 | 234,867 | 203,947 | ||||||||||||
Operating expenses |
||||||||||||||||
Salaries and employee benefits (excluding stock-based compensation expense) |
14,411 | 14,963 | 43,130 | 45,503 | ||||||||||||
Stock-based compensation expense |
1,261 | 860 | 3,335 | 3,182 | ||||||||||||
Cost of legal collections |
26,092 | 25,390 | 84,665 | 69,525 | ||||||||||||
Other operating expenses |
6,034 | 6,018 | 18,612 | 17,656 | ||||||||||||
Collection agency commissions |
5,795 | 2,996 | 13,483 | 10,808 | ||||||||||||
General and administrative expenses |
7,280 | 4,864 | 20,074 | 13,905 | ||||||||||||
Depreciation and amortization |
652 | 674 | 1,895 | 2,162 | ||||||||||||
Total operating expenses |
61,525 | 55,765 | 185,194 | 162,741 | ||||||||||||
Income before other (expense) income and income taxes |
18,861 | 10,608 | 49,673 | 41,206 | ||||||||||||
Other (expense) income |
||||||||||||||||
Interest expense |
(3,970 | ) | (5,140 | ) | (12,201 | ) | (15,171 | ) | ||||||||
Gain on repurchase of convertible notes, net |
| | 3,268 | 707 | ||||||||||||
Other income (expense) |
61 | (32 | ) | (11 | ) | 341 | ||||||||||
Total other expense |
(3,909 | ) | (5,172 | ) | (8,944 | ) | (14,123 | ) | ||||||||
Income before income taxes |
14,952 | 5,436 | 40,729 | 27,083 | ||||||||||||
Provision for income taxes |
(5,948 | ) | (2,408 | ) | (16,087 | ) | (11,142 | ) | ||||||||
Net income |
$ | 9,004 | $ | 3,028 | $ | 24,642 | $ | 15,941 | ||||||||
Weighted average shares outstanding: |
||||||||||||||||
Basic |
23,225 | 23,029 | 23,177 | 23,009 | ||||||||||||
Diluted |
24,199 | 23,675 | 23,936 | 23,531 | ||||||||||||
Earnings per share: |
||||||||||||||||
Basic |
$ | 0.39 | $ | 0.13 | $ | 1.06 | $ | 0.69 | ||||||||
Diluted |
$ | 0.37 | $ | 0.13 | $ | 1.03 | $ | 0.68 |
Encore Capital Group, Inc.
Page 6 of 7
ENCORE CAPITAL GROUP, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited, In Thousands)
Nine Months Ended September 30, |
||||||||
2009 | 2008 | |||||||
Adjusted | ||||||||
Operating activities: |
||||||||
Net Income |
$ | 24,642 | $ | 15,941 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
1,895 | 2,162 | ||||||
Amortization of loan costs and debt discount |
3,100 | 4,751 | ||||||
Stock-based compensation expense |
3,335 | 3,182 | ||||||
Gain on repurchase of convertible notes, net |
(3,268 | ) | (707 | ) | ||||
Deferred income tax expense |
437 | 825 | ||||||
Tax provision from stock-based payment arrangements |
42 | 4 | ||||||
Provision for impairment on receivable portfolios, net |
14,323 | 15,993 | ||||||
Changes in operating assets and liabilities |
||||||||
Other assets |
(1,623 | ) | 1,091 | |||||
Deferred court costs |
625 | (6,674 | ) | |||||
Prepaid income tax and income tax payable |
11,149 | 9,920 | ||||||
Deferred revenue and purchased service obligation |
472 | 999 | ||||||
Accounts payable, accrued liabilities and other liabilities |
840 | (2,203 | ) | |||||
Net cash provided by operating activities |
55,969 | 45,284 | ||||||
Investing activities: |
||||||||
Purchases of receivable portfolios, net of forward flow allocation |
(205,378 | ) | (160,940 | ) | ||||
Collections applied to investment in receivable portfolios, net |
126,019 | 95,144 | ||||||
Proceeds from put-backs of receivable portfolios |
2,028 | 2,610 | ||||||
Purchases of property and equipment |
(3,626 | ) | (2,139 | ) | ||||
Net cash used in investing activities |
(80,957 | ) | (65,325 | ) | ||||
Financing activities: |
||||||||
Proceeds from revolving credit facility |
85,500 | 57,000 | ||||||
Repayment of revolving credit facility |
(41,500 | ) | (32,169 | ) | ||||
Repurchase of convertible notes |
(22,262 | ) | (3,500 | ) | ||||
Proceeds from exercise of stock options |
123 | 84 | ||||||
Tax provision from stock-based payment arrangements |
(42 | ) | (4 | ) | ||||
Repayment of capital lease obligations |
(232 | ) | (208 | ) | ||||
Net cash provided by financing activities |
21,587 | 21,203 | ||||||
Net (decrease) increase in cash |
(3,401 | ) | 1,162 | |||||
Cash and cash equivalents, beginning of period |
10,341 | 8,676 | ||||||
Cash and cash equivalents, end of period |
$ | 6,940 | $ | 9,838 | ||||
Supplemental disclosures of cash flow information: |
||||||||
Cash paid for interest |
$ | 9,568 | $ | 10,928 | ||||
Income tax payment |
$ | 4,859 | $ | 1,158 | ||||
Supplemental schedule of non-cash investing and financing activities: |
||||||||
Fixed assets acquired through capital lease |
$ | 224 | $ | 201 | ||||
Allocation of forward flow asset to acquired receivable portfolios |
$ | 10,302 | $ | 5,561 |
Encore Capital Group, Inc.
Page 7 of 7
ENCORE CAPITAL GROUP, INC.
Supplemental Financial Information
Reconciliation of Adjusted EBITDA to GAAP Net Income, Operating Expenses, Excluding Stock-based
Compensation Expense and Bankruptcy Servicing Operating Expenses to GAAP Total Operating Expenses, and
Tangible Book Value Per Share to GAAP Total Stockholders Equity
(Unaudited, In Thousands, Except Per Share Amounts)
Three Months Ended September 30, |
||||||||
2009 | 2008 | |||||||
Adjusted | ||||||||
GAAP net income, as reported |
$ | 9,004 | $ | 3,028 | ||||
Interest expense |
3,970 | 5,140 | ||||||
Provision for income taxes |
5,948 | 2,408 | ||||||
Depreciation and amortization |
652 | 674 | ||||||
Amount applied to principal on receivable portfolios |
49,188 | 35,140 | ||||||
Stock-based compensation expense |
1,261 | 860 | ||||||
Adjusted EBITDA |
$ | 70,023 | $ | 47,250 | ||||
Three Months Ended September 30, |
||||||||
2009 | 2008 | |||||||
GAAP total operating expenses, as reported |
$ | 61,525 | $ | 55,765 | ||||
Stock-based compensation expense |
(1,261 | ) | (860 | ) | ||||
Bankruptcy servicing operating expenses |
(3,238 | ) | (3,864 | ) | ||||
Operating expenses, excluding stock-based compensation expense and bankruptcy servicing operating expenses |
$ | 57,026 | $ | 51,041 | ||||
As of September 30, 2009 |
As of December 31, 2008 |
|||||||
Adjusted | ||||||||
GAAP total stockholders equity, as reported |
$ | 231,931 | $ | 203,426 | ||||
Goodwill |
(15,985 | ) | (15,985 | ) | ||||
Identifiable intangible assets, net |
(1,268 | ) | (1,739 | ) | ||||
Tangible book value |
$ | 214,678 | $ | 185,702 | ||||
Diluted shares outstanding |
24,199 | 23,632 | ||||||
Tangible book value per share |
$ | 8.87 | $ | 7.86 |