FORM 8-K

 

 

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): September 18, 2013

 

 

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.)

3111 Camino Del Rio North, Suite 1300,

San Diego, California

  92108
(Address of Principal Executive Offices)   (Zip Code)

(877) 445-4581

(Registrant’s 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 7.01. Regulation FD Disclosure.

A copy of an investor slide presentation given by Paul Grinberg, Chief Financial Officer, of Encore Capital Group, Inc. (the “Company”), at an investor presentation on September 18, 2013, is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01.

The information in this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission pursuant to Item 7.01, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Cautionary Statement Regarding Forward-Looking Statements

The statements in this Current Report on Form 8-K and the exhibits filed herewith that are not historical facts, including, most importantly, those statements preceded by, or that include, the words “will,” “may,” “believe,” “projects,” “expects,” “anticipates” or the negation thereof, or similar expressions, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). These statements may include, but are not limited to, statements regarding our future operating results, earnings per share, and growth. For all “forward-looking statements,” the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. Such forward-looking statements involve risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company and its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and other factors are discussed in the reports filed by the Company with the Securities and Exchange Commission, including the most recent reports on Forms 10-K and 10-Q, as they may be amended from time to time. The Company disclaims any intent or obligation to update these forward-looking statements.

 

Item 9.01. Financial Statements and Exhibits.

 

99.1    Investor slide presentation of Encore Capital Group, Inc. dated September 18, 2013


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: September 18, 2013     /s/ Paul Grinberg
    Paul Grinberg
    Executive Vice President, Chief Financial Officer and Treasurer


EXHIBIT INDEX

 

Exhibit

Number

  

Description

99.1    Investor slide presentation of Encore Capital Group, Inc. dated September 18, 2013
EX-99.1
ENCORE CAPITAL GROUP, INC.
THE 4TH ANNUAL CREDIT SUISSE SMALL/MID
CAP CONFERENCE
September 18, 2013
Exhibit 99.1


PROPRIETARY
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
2
The statements in this presentation that are not historical facts, including, most
importantly, those statements preceded by, or that include, the words “will,”
“may,”
“believe,”
“projects,”
“expects,”
“anticipates”
or the negation thereof, or similar
expressions, constitute “forward-looking statements”
within the meaning of the Private
Securities Litigation Reform Act of 1995 (the “Reform Act”).
These statements may
include, but are not limited to, statements regarding our future
operating results,
earnings per share, and growth.
For all “forward-looking statements,”
the Company
claims the protection of the safe harbor for forward-looking statements contained in the
Reform Act.
Such forward-looking statements involve risks, uncertainties and other
factors which may cause actual results, performance or achievements of the Company
and its subsidiaries to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These risks,
uncertainties and other factors are discussed in the reports filed by the Company with
the Securities and Exchange Commission, including the most recent reports on Forms
10-K and 10-Q, as they may be amended from time to time. The Company disclaims
any intent or obligation to update these forward-looking statements.


PROPRIETARY
ENCORE IS A LEADING PLAYER IN THE CONSUMER DEBT BUYING
AND RECOVERY INDUSTRY
3
We deploy capital to acquire
delinquent consumer receivables...
... and generate predictable cash
flows over a multi-year time horizon
Total Cash
Collections
Portfolio
Purchase
Price
Illustrative cash collections
2-3x
Years
1-2
Years
3-4
Years
5-6
Years
7-8
1
in
7
American
consumers
have accounts with us
3.1
million
consumers
have
satisfied their obligations
$2.7
billion
in
estimated
remaining collections
27%
Adjusted
EBITDA
5-year
compound annual growth rate
3,530
employees
worldwide
$1
billion
collected
in
the
last
twelve months
Adjusted EBITDA is a non-GAAP number which the Company considers to be and utilizes as a meaningful indicator of operating performance.  See Reconciliation of Adjusted
EBITDA to GAAP Net Income at the end of this presentation.


PROPRIETARY
WITH A STRONG DOMESTIC AND INTERNATIONAL PRESENCE
4
St Cloud, MN
Phoenix, AZ
New Delhi, India
Call Center /
Technology Site
Call Center Site
Call Center Site
San Diego, CA
Headquarters /
Call Center Site
Call Center Site
Costa Rica
San Antonio, TX
Propel
Cabot HQ /
Call Center Sites
West Malling, UK
Stratford-upon-Avon, UK
Call Center Site
Dublin, Ireland
Tampa, FL
Call Center Site
Warren, MI
Call Center Site


PROPRIETARY
Contingency
collection agency
Collection
time frame
4-6 months
Consumer
experience
Pressure
Artificial deadlines
Multiple
exchanges of
sensitive data
Counterproductive
incentives
Outcome
Consumer is
confused and
frustrated
ENCORE PROVIDES A PRINCIPLED AND ESSENTIAL SERVICE
5
84 months to
recover financially
Partnership
Create partnership
strategy and set goals
Tailor solutions to
individuals 
Single point of contact
Maximizes repayment
likelihood, and
ensures fair treatment
Relationship is
transactional
Attempt to collect during
initial delinquency cycle
Consumer is “charged-
off”
by issuer on day
181 of cycle
No longer considered a
“customer”
by creditor
Original creditor


PROPRIETARY
OUR BUSINESS PRINCIPLES ARE BUILT ON TREATING CONSUMERS
FAIRLY AND WITH RESPECT
6
Understanding
our consumers
Acknowledging limitations of our consumers’
household balance sheets to align recovery plans
Deploying specialized surveys to test consumer
satisfaction
Making focused
investments
Built specialized non-collections work groups to serve
consumer needs
Established Consumer Credit Research Institute to
better understand the financially stressed consumer
Improving
consumer
experience
Living the Consumer Bill of Rights
Creating resources and directing financially stressed
consumers to best external references
Founded Consumer Experience Council


PROPRIETARY
ENCORE HAS DELIVERED A TRACK RECORD OF STRONG,
SUSTAINABLE FINANCIAL RESULTS
7
1. Cost to Collect is Adjusted Operating Expenses / Dollar Collected.  See Reconciliation of Adjusted Operating Expenses to GAAP
Total Operating Expenses at the end of this presentation. 2.
Adjusted EBITDA is a non-GAAP number which the Company considers to be and utilizes as a meaningful indicator of operating performance. See Reconciliation of Adjusted EBITDA to GAAP Net
Income at the end of this presentation. 3. Per Fully Diluted Share from Continuing Operations
Note:
Growth
rate
percentages
for
Cash
Collections,
Adjusted
EBITDA,
and
EPS
signify
compounded
annual
growth
rate
from
2007
-
2012
Strong business
fundamentals...
Cash Collections ($M)
12
948
11
761
10
604
09
487
08
398
07
355
+22%
Cost to Collect
1
(%)
12
40.4
11
42.2
10
43.7
09
47.6
08
50.2
07
51.5
-1100 BPS
...driving
profitable
growth
Adjusted EBITDA
2
($M)
12
577
11
444
10
343
09
260
08
205
07
175
+27%
Earnings Per Share
3
($)
+42%
12
3.04
11
2.36
10
1.89
09
1.28
08
0.55
07
0.52


PROPRIETARY
AND HAS CONTINUED TO BUILD UPON THIS PERFORMANCE WITH
STRONG RESULTS THIS YEAR
H1 2013
H1 2012
Increase/
(Decrease)
Collections
$549
$472
16%
Revenue
$301
$268
12%
Cost to collect
1
37.7%
38.9%
(120 bps)
Adjusted EBITDA
2
$352
$292
21%
Adjusted EPS
3
$1.70
$1.54
10%
8
1. Cost
to
Collect
is
Adjusted
Operating
Expenses
/
Dollar
Collected.
See
Reconciliation
of
Adjusted
Operating
Expenses
to
GAAP
Total
Operating
Expenses
at
the
end
of
this
presentation.
2.
Adjusted EBITDA is a non-GAAP number which the Company considers to be and utilizes as a meaningful indicator of operating performance. See Reconciliation of Adjusted EBITDA to GAAP
Net Income at the end of this presentation. 3. See reconciliation of Adjusted EPS to GAAP EPS at the end of this presentation.
Year over year financial results


PROPRIETARY
Estimated Remaining Collections in core receivables
ENCORE HAS RAPIDLY GAINED SCALE AND POSITIONED ITSELF
FOR SUSTAINED GROWTH
9
($M)


PROPRIETARY
THIS SCALE HAS BEEN CREATED BY MARKET LEADING INVESTMENTS
10
Capital deployed in core receivables


PROPRIETARY
ENCORE HAS DELIVERED INDUSTRY LEADING TOTAL SHAREHOLDER
RETURN OVER THE PAST 5+ YEARS
11
Total Shareholder Return (Dec. 2007-
Aug. 2013)
2%
NASDAQ
Financial 100:
30%
Encore Capital:
8%
S&P SmallCap 600:
(%)
6%
Russell 2000:


PROPRIETARY
New asset
classes
Bankrupt
accounts
Outsourcing
services
International
Secured
assets
Performing
assets
WE HAVE PURSUED DEALS AND INITIATIVES THAT ALIGN WITH
OUR CORE BUSINESS
12
Expand
geographically
Focus on
bankruptcy
Cover
different
type of debt


PROPRIETARY
Largely satisfies our 2013
purchasing goals with
attractive returns
13
THE ASSET ACCEPTANCE DEAL IS WELL ALIGNED WITH OUR
STRATEGY AND ADDS $1 BILLION TO OUR ERC
Allows us to be selective in
purchases for the remainder
of the year
Able to leverage best
practices across the two
platforms to drive synergies


PROPRIETARY
WE HAVE MADE SIGNIFICANT PROGRESS EXECUTING OUR PLANS
FOR PROPEL
14
Our plan
Existing
market
Working to penetrate the
80% of the Texas market
that doesn't use tax lien
transfers
1
What we've delivered
Developed & implemented
model for direct mailing
Started outbound calling
w/existing Encore facilities
New
markets
Lobbying to introduce
legislation in other states
that will create new markets
2
Successfully worked with
Nevada to pass legislation
Advancing legislative push
to other states
Purchased tax lien
certificates in three states
New
opportunities
Exploring alternative tax lien
models that will allow us to
expand into new markets
3


PROPRIETARY
Market leader in U.K. debt management
Over 14 years of collections growth
Operations in Great Britain and Ireland
Specializes in higher balance, “semi-
performing”
(i.e., paying) accounts
Favorable repayment characteristics
Key statistics as of June 30, 2013:
£8.4B face-value of debt acquired for
£761M
Statutory ERC of £1,043M
3.8M customer accounts
2013 H1 collections of £81M
2013 H1 capital deployment of
£84M
CABOT IS THE LEADING PURCHASER OF DEBT IN THE U.K.
15
Leverage
Encore's
operations
and know-
how
Enhance collections by
leveraging Encore's efficient
operations, including our
operations in India
Leverage Encore's experience
in secondary and tertiary debt 
to pursue new investments in
the U.K.
Leverage Encore’s favorable
financing to fund growth
Leverage
Encore's
analytics
Deploy Encore's superior
analytical capabilities to the
Cabot platform
Focus on improving account
segmentation and specialized
collection strategies


PROPRIETARY
WE ARE WELL POSITIONED TO MAINTAIN OUR MOMENTUM AND
CONTINUE DELIVERING TOP QUARTILE TSR
16
Management Team    •
Learning Organization    •
Principled Intent
Growth, Margin Expansion, Free Cash Flow, PE Multiple Expansion
Top Quartile Total Shareholder Return
Specialized call
centers
Efficient international
operations
Internal legal
platform
Operational Scale
& Cost Leadership
2
Strong Capital
Stewardship
3
Consumer
intelligence
Data driven,
predictive modeling
Portfolio valuation at
consumer level
Consumer Credit
Research Institute
Superior
Analytics
1
Uniquely scalable
platform
Strategic investment
opportunities in
geographic and
paper type
adjacencies
Extendable
Business Model
4


PROPRIETARY
17
APPENDIX


PROPRIETARY
RECONCILIATION OF ADJUSTED EBITDA
Reconciliation of Adjusted EBITDA to GAAP Net Income
(Unaudited, In Thousands)
Three Months Ended
Note: The periods 3/31/07 through 12/31/08 have been adjusted to
reflect the retrospective application of ASC 470-20. All periods have been adjusted to show discontinued ACG operations.
PROPRIETARY
18


PROPRIETARY
RECONCILIATION OF ADJUSTED EPS TO GAAP EPS
Six Months Ended June 30,
2013
2012
$
Per Diluted
Share
$
Per Diluted
Share
Net income from continuing operations
30,460
$1.24
37,096
$1.44
Adjustments:
Convertible notes non-cash interest and issuance
cost amortization, net of tax
1,000
$0.04
Acquisition related legal and advisory fees, net of
tax
4,980
$0.20
2,567
$0.10
Acquisition related integration and severance
costs, and consulting fees, net of tax
3,304
$0.13
Acquisition related other expenses, net of tax
2,198
$0.09
Adjusted income from continuing operations
41,942
$1.70
39,663
$1.54
19


PROPRIETARY
RECONCILIATION OF ADJUSTED OPERATING EXPENSES
2007
2008
2009
2010
2011
2012
H1
2012
H1
2013
GAAP total operating expenses, as
reported
$201,849
$216,900
249,782
$269,952
$328,566
$401,696
$194,203
$232,110
Adjustments:
Ascension Operating Costs
(14,801)
(13,369)
(13,218)
Stock-based compensation
expense
(4,287)
(3,564)
(4,384)
(6,010)
(7,709)
(8,794)
(4,805)
(5,180)
Tax lien business segment
operating expenses
(5,681)
(1,513)
(6,526)
Acquisition related legal and
advisory fees
(4,263)
(4,263)
(8,224)
Acquisition related integration and
severance costs, and consulting
fees
(5,455)
Adjusted operating expenses
$182,761
$199,967
$232,180
$263,942
$320,857
$382,958
$183,622
$206,725
20
Reconciliation of Adjusted Operating Cost to GAAP Operating Expenses
(Unaudited, In Thousands)