Delaware (State or Other Jurisdiction of Incorporation) | 000-26489 (Commission File Number) | 48-1090909 (IRS Employer Identification No.) |
3111 Camino Del Rio North, Suite 1300, San Diego, California (Address of Principal Executive Offices) | 92108 (Zip Code) | |
(877) 445-4581 (Registrant’s telephone number, including area code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit Number | Description |
99.1 | Press release dated February 26, 2015 |
ENCORE CAPITAL GROUP, INC. | |
Date: February 26, 2015 | /s/ Paul Grinberg |
Paul Grinberg | |
Executive Vice President, Chief Financial Officer and Treasurer |
Exhibit Number | Description |
99.1 | Press release dated February 26, 2015 |
Exhibit 99.1 |
• | Fourth quarter GAAP EPS increases 20% to $1.04 |
• | Fourth quarter Non-GAAP Economic EPS increases 11% to $1.17 |
• | Full-year GAAP EPS increases 30% to record $3.83 |
• | Full-year Non-GAAP Economic EPS increases 17% to record $4.52 |
• | Estimated Remaining Collections increase to record $5.2 billion |
• | Encore deploys $275 million worldwide in fourth quarter, $113 million in Europe |
• | Estimated Remaining Collections (ERC) grew 30% to a record $5.2 billion, compared to $4.0 billion at the end of last year. |
• | Gross collections from the portfolio purchasing and recovery business grew 12% to $394 million, compared to $351 million in the same period of the prior year. |
• | Investment in receivable portfolios in the portfolio purchasing and recovery business was $259 million, to purchase $2.4 billion in face value of debt, compared to $105 million, to purchase $1.0 billion in face value of debt in the same period of the prior year. |
• | Total revenues increased 17% to a record $277 million, compared to $237 million in the same period of the prior year. |
• | Total operating expenses increased 12% to $188 million, compared to $168 million in the same period of the prior year. Adjusted operating expenses (defined as operating expenses excluding stock-based compensation expense, expenses related to non-portfolio purchasing and recovery business, one-time charges, and acquisition and integration related expenses) per dollar collected for the portfolio purchasing and recovery business decreased to 39.8% compared to 42.1% in the same period of the prior year. |
• | Adjusted EBITDA (defined as net income before interest, taxes, depreciation and amortization, stock-based compensation expenses, portfolio amortization, one-time items, and acquisition and integration related expenses), increased 17% to $241 million, compared to $206 million in the same period of the prior year. |
• | Total interest expense increased to $42.3 million, as compared to $29.7 million in the same period of the prior year, reflecting the financing of Encore’s recent acquisitions. |
• | Net income from continuing operations attributable to Encore was $28.3 million, or $1.04 per fully diluted share, compared to net income from continuing operations attributable to Encore of $24.4 million, or $0.87 per fully diluted share, in the same period of the prior year. |
• | Adjusted income from continuing operations attributable to Encore (defined as net income from continuing operations attributable to Encore excluding the noncontrolling interest, non-cash interest and issuance cost amortization, one-time items, and acquisition and integration related expenses, all net of tax) was $30.6 million, compared to adjusted income from continuing operations attributable to Encore of $28.3 million in the same period of the prior year. |
• | Adjusted income from continuing operations attributable to Encore per share (also referred to as Economic EPS) grew 11% to $1.17, compared to $1.05 in the same period of the prior year. In the fourth quarter, Economic EPS adjusts for approximately 1.0 million shares associated with convertible notes that will not be issued but are reflected in the fully diluted share count for accounting purposes. |
• | Available capacity under Encore’s revolving credit facility, subject to borrowing base and applicable debt covenants, was $188 million as of December 31, 2014, not including the $250 million additional capacity provided by the facility’s accordion feature. Total debt was $2.8 billion as of December 31, 2014, compared to $1.9 billion as of December 31, 2013. |
• | Gross collections from the portfolio purchasing and recovery business grew 26% to $1.61 billion, compared to $1.28 billion in 2013. |
• | Investment in receivable portfolios in the portfolio purchasing and recovery business was $1.25 billion, to purchase $13.8 billion in face value of debt, compared to $1.20 billion, to purchase $85.0 billion in face value of debt in the prior year, which included Encore’s acquisition of Asset Acceptance Capital Corp. in its entirety. |
• | Total revenues increased 39% to $1.07 billion, compared to $773 million in 2013. |
• | Total operating expenses were $753 million, a 31% increase over the $575 million in 2013. Adjusted operating expenses (defined as operating expenses excluding stock-based compensation expense, expenses related to non-portfolio purchasing and recovery business, one-time charges, and acquisition and integration related expenses) per dollar collected for the portfolio purchasing and recovery business decreased to 38.6% compared to 39.1% in 2013. |
• | Adjusted EBITDA (defined as net income before interest, taxes, depreciation and amortization, stock-based compensation expenses, portfolio amortization, on-time items, and acquisition and integration related expenses) increased 27% to $999 million, compared to $784 million in 2013. |
• | Total interest expense increased to $167 million, as compared to $73 million in 2013, reflecting the financing of Encore’s recent acquisitions. |
• | Net income from continuing operations attributable to Encore was $105 million or $3.83 per fully diluted share, compared to $77 million or $2.94 per fully diluted share in 2013. |
• | Adjusted income from continuing operations attributable to Encore (defined as net income from continuing operations attributable to Encore excluding the noncontrolling interest, non-cash interest and issuance cost amortization, one-time items, and acquisition and integration related expenses, all net of tax) increased to $119 million, compared to adjusted income from continuing operations attributable to Encore of $99 million in 2013. |
• | Adjusted income from continuing operations attributable to Encore per share (also referred to as Economic EPS) grew 17% to $4.52, compared to $3.86 in 2013. Economic EPS adjusts for |
December 31, 2014 | December 31, 2013 | ||||||
Assets | |||||||
Cash and cash equivalents | $ | 124,163 | $ | 126,213 | |||
Investment in receivable portfolios, net | 2,143,560 | 1,590,249 | |||||
Receivables secured by property tax liens, net | 259,432 | 212,814 | |||||
Property and equipment, net | 66,969 | 55,783 | |||||
Deferred court costs, net | 60,412 | 41,219 | |||||
Other assets | 197,666 | 154,783 | |||||
Goodwill | 897,933 | 504,213 | |||||
Total assets | $ | 3,750,135 | $ | 2,685,274 | |||
Liabilities and equity | |||||||
Liabilities: | |||||||
Accounts payable and accrued liabilities | $ | 231,967 | $ | 137,272 | |||
Debt | 2,773,554 | 1,850,431 | |||||
Other liabilities | 79,675 | 95,100 | |||||
Total liabilities | 3,085,196 | 2,082,803 | |||||
Commitments and contingencies | |||||||
Redeemable noncontrolling interest | 28,885 | 26,564 | |||||
Redeemable equity component of convertible senior notes | 9,073 | — | |||||
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, 25,794 shares and 25,457 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively | 258 | 255 | |||||
Additional paid-in capital | 125,310 | 171,819 | |||||
Accumulated earnings | 498,354 | 394,628 | |||||
Accumulated other comprehensive (loss) gain | (922 | ) | 5,195 | ||||
Total Encore Capital Group, Inc. stockholders’ equity | 623,000 | 571,897 | |||||
Noncontrolling interest | 3,981 | 4,010 | |||||
Total equity | 626,981 | 575,907 | |||||
Total liabilities, redeemable equity and equity | $ | 3,750,135 | $ | 2,685,274 |
December 31, 2014 | December 31, 2013 | ||||||
Assets | |||||||
Cash and cash equivalents | $ | 44,996 | $ | 62,403 | |||
Investment in receivable portfolios, net | 993,462 | 620,312 | |||||
Receivables secured by property tax liens, net | 108,535 | — | |||||
Property and equipment, net | 15,957 | 13,755 | |||||
Deferred court costs, net | 17,317 | — | |||||
Other assets | 80,264 | 33,772 | |||||
Goodwill | 671,434 | 376,296 | |||||
Liabilities | |||||||
Accounts payable and accrued liabilities | $ | 137,201 | $ | 47,219 | |||
Debt | 1,556,956 | 846,676 | |||||
Other liabilities | 8,724 | 1,897 |
(Unaudited) Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
Revenues | |||||||||||||||
Revenue from receivable portfolios, net | $ | 255,248 | $ | 226,776 | $ | 992,832 | $ | 744,870 | |||||||
Other revenues | 13,045 | 6,115 | 51,988 | 12,588 | |||||||||||
Net interest income | 8,278 | 4,208 | 27,969 | 15,906 | |||||||||||
Total revenues | 276,571 | 237,099 | 1,072,789 | 773,364 | |||||||||||
Operating expenses | |||||||||||||||
Salaries and employee benefits | 62,580 | 50,986 | 246,247 | 165,040 | |||||||||||
Cost of legal collections | 52,065 | 49,265 | 205,661 | 186,959 | |||||||||||
Other operating expenses | 21,663 | 20,531 | 93,859 | 66,649 | |||||||||||
Collection agency commissions | 8,068 | 10,380 | 33,343 | 33,097 | |||||||||||
General and administrative expenses | 35,778 | 32,284 | 146,286 | 109,713 | |||||||||||
Depreciation and amortization | 8,070 | 5,020 | 27,949 | 13,547 | |||||||||||
Total operating expenses | 188,224 | 168,466 | 753,345 | 575,005 | |||||||||||
Income from operations | 88,347 | 68,633 | 319,444 | 198,359 | |||||||||||
Other (expense) income | |||||||||||||||
Interest expense | (42,264 | ) | (29,747 | ) | (166,942 | ) | (73,269 | ) | |||||||
Other income (expense) | 305 | 40 | 113 | (4,222 | ) | ||||||||||
Total other expense | (41,959 | ) | (29,707 | ) | (166,829 | ) | (77,491 | ) | |||||||
Income from continuing operations before income taxes | 46,388 | 38,926 | 152,615 | 120,868 | |||||||||||
Provision for income taxes | (16,819 | ) | (15,278 | ) | (52,725 | ) | (45,388 | ) | |||||||
Income from continuing operations | 29,569 | 23,648 | 99,890 | 75,480 | |||||||||||
Loss from discontinued operations, net of tax | (1,612 | ) | (1,432 | ) | (1,612 | ) | (1,740 | ) | |||||||
Net income | 27,957 | 22,216 | 98,278 | 73,740 | |||||||||||
Net (income) loss attributable to noncontrolling interest | (1,307 | ) | 737 | 5,448 | 1,559 | ||||||||||
Net income attributable to Encore Capital Group, Inc. stockholders | $ | 26,650 | $ | 22,953 | $ | 103,726 | $ | 75,299 | |||||||
Amounts attributable to Encore Capital Group, Inc.: | |||||||||||||||
Income from continuing operations | $ | 28,262 | $ | 24,385 | $ | 105,338 | $ | 77,039 | |||||||
Loss from discontinued operations, net of tax | (1,612 | ) | (1,432 | ) | (1,612 | ) | (1,740 | ) | |||||||
Net income | $ | 26,650 | $ | 22,953 | $ | 103,726 | $ | 75,299 | |||||||
Earnings (loss) per share attributable to Encore Capital Group, Inc.: | |||||||||||||||
Basic earnings (loss) per share from: | |||||||||||||||
Continuing operations | $ | 1.09 | $ | 0.95 | $ | 4.07 | $ | 3.12 | |||||||
Discontinued operations | $ | (0.06 | ) | $ | (0.05 | ) | $ | (0.06 | ) | $ | (0.07 | ) | |||
Net basic earnings per share | $ | 1.03 | $ | 0.90 | $ | 4.01 | $ | 3.05 | |||||||
Diluted earnings (loss) per share from: | |||||||||||||||
Continuing operations | $ | 1.04 | $ | 0.87 | $ | 3.83 | $ | 2.94 | |||||||
Discontinued operations | $ | (0.06 | ) | $ | (0.05 | ) | $ | (0.06 | ) | $ | (0.07 | ) | |||
Net diluted earnings per share | $ | 0.98 | $ | 0.82 | $ | 3.77 | $ | 2.87 | |||||||
Weighted average shares outstanding: | |||||||||||||||
Basic | 25,979 | 25,645 | 25,853 | 24,659 | |||||||||||
Diluted | 27,254 | 28,141 | 27,495 | 26,204 |
Year Ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Operating activities: | |||||||||||
Net income | $ | 98,278 | $ | 73,740 | $ | 69,477 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | 27,949 | 13,547 | 5,840 | ||||||||
Impairment charge for goodwill and identifiable intangible assets | — | — | 10,400 | ||||||||
Non-cash interest expense | 29,380 | 18,136 | 3,268 | ||||||||
Stock-based compensation expense | 17,181 | 12,649 | 8,794 | ||||||||
Recognized loss on termination of derivative contract | — | 3,630 | — | ||||||||
Deferred income taxes | (48,078 | ) | (28,188 | ) | (7,474 | ) | |||||
Excess tax benefit from stock-based payment arrangements | (11,928 | ) | (5,609 | ) | (4,123 | ) | |||||
Loss on sale of discontinued operations | — | — | 2,416 | ||||||||
Reversal of allowances on receivable portfolios, net | (17,407 | ) | (12,193 | ) | (4,221 | ) | |||||
Changes in operating assets and liabilities | |||||||||||
Deferred court costs and other assets | (15,532 | ) | (11,697 | ) | 2,893 | ||||||
Prepaid income tax and income taxes payable | 22,180 | (468 | ) | 7,060 | |||||||
Accounts payable, accrued liabilities and other liabilities | 9,521 | 11,228 | 4,190 | ||||||||
Net cash provided by operating activities | 111,544 | 74,775 | 98,520 | ||||||||
Investing activities: | |||||||||||
Cash paid for acquisitions, net of cash acquired | (495,838 | ) | (449,024 | ) | (186,731 | ) | |||||
Purchases of receivable portfolios, net of put-backs | (862,997 | ) | (249,562 | ) | (559,259 | ) | |||||
Collections applied to investment in receivable portfolios, net | 633,960 | 546,366 | 406,815 | ||||||||
Originations and purchases of receivables secured by tax liens | (124,533 | ) | (116,960 | ) | (34,036 | ) | |||||
Collections applied to receivables secured by tax liens | 122,638 | 70,573 | 35,706 | ||||||||
Purchases of property and equipment | (23,238 | ) | (13,423 | ) | (6,265 | ) | |||||
Other | (5,189 | ) | (5,210 | ) | — | ||||||
Net cash used in investing activities | (755,197 | ) | (217,240 | ) | (343,770 | ) | |||||
Financing activities: | |||||||||||
Payment of loan costs | (20,101 | ) | (17,207 | ) | (12,359 | ) | |||||
Proceeds from credit facilities | 1,343,417 | 659,940 | 508,399 | ||||||||
Repayment of credit facilities | (1,184,244 | ) | (630,163 | ) | (289,673 | ) | |||||
Proceeds from senior secured notes | 288,645 | 151,670 | — | ||||||||
Repayment of senior secured notes | (15,000 | ) | (13,750 | ) | (2,500 | ) | |||||
Proceeds from issuance of convertible senior notes | 161,000 | 172,500 | 115,000 | ||||||||
Proceeds from issuance of securitized notes | 134,000 | — | — | ||||||||
Repayment of securitized notes | (29,753 | ) | — | — | |||||||
Repayment of preferred equity certificates, net | (693 | ) | (39,743 | ) | — | ||||||
Purchases of convertible hedge instruments | (33,576 | ) | (32,008 | ) | (22,669 | ) | |||||
Proceeds from sale of warrants | — | — | 11,028 | ||||||||
Repurchase of common stock | (16,815 | ) | (729 | ) | (49,270 | ) | |||||
Taxes paid related to net share settlement of equity awards | (20,324 | ) | (9,591 | ) | (2,969 | ) | |||||
Excess tax benefit from stock-based payment arrangements | 11,928 | 5,609 | 4,123 | ||||||||
Other, net | 7,839 | (548 | ) | (4,397 | ) | ||||||
Net cash provided by financing activities | 626,323 | 245,980 | 254,713 | ||||||||
Net (decrease) increase in cash and cash equivalents | (17,330 | ) | 103,515 | 9,463 | |||||||
Effect of exchange rate changes on cash and cash equivalents | 15,280 | 5,188 | — | ||||||||
Cash and cash equivalents, beginning of period | 126,213 | 17,510 | 8,047 | ||||||||
Cash and cash equivalents, end of period | $ | 124,163 | $ | 126,213 | $ | 17,510 | |||||
Supplemental disclosures of cash flow information: | |||||||||||
Cash paid for interest | $ | 95,034 | $ | 50,181 | $ | 25,218 | |||||
Cash paid for income taxes | 69,948 | 66,759 | 46,297 | ||||||||
Supplemental schedule of non-cash investing and financing activities: | |||||||||||
Fixed assets acquired through capital lease | $ | 8,341 | $ | 5,011 | $ | 5,287 |
Three Months Ended December 31, | |||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
$ | Per Diluted Share— Accounting | Per Diluted Share— Economic | $ | Per Diluted Share— Accounting | Per Diluted Share— Economic | ||||||||||||||||||
GAAP net income from continuing operations attributable to Encore, as reported | $ | 28,262 | $ | 1.04 | $ | 1.08 | $ | 24,385 | $ | 0.87 | $ | 0.90 | |||||||||||
Adjustments: | |||||||||||||||||||||||
Convertible notes non-cash interest and issuance cost amortization, net of tax | 1,655 | 0.06 | 0.06 | 1,185 | 0.04 | 0.05 | |||||||||||||||||
Acquisition and integration related expenses, net of tax | 703 | 0.02 | 0.03 | 2,770 | 0.10 | 0.10 | |||||||||||||||||
Adjusted income from continuing operations attributable to Encore | $ | 30,620 | $ | 1.12 | $ | 1.17 | $ | 28,340 | $ | 1.01 | $ | 1.05 |
Year Ended December 31, | |||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
$ | Per Diluted Share— Accounting | Per Diluted Share— Economic | $ | Per Diluted Share— Accounting | Per Diluted Share— Economic | ||||||||||||||||||
GAAP net income from continuing operations attributable to Encore, as reported | $ | 105,338 | $ | 3.83 | $ | 3.99 | $ | 77,039 | $ | 2.94 | $ | 3.01 | |||||||||||
Adjustments: | |||||||||||||||||||||||
Convertible notes non-cash interest and issuance cost amortization, net of tax | 6,413 | 0.23 | 0.24 | 3,274 | 0.12 | 0.13 | |||||||||||||||||
Acquisition and integration related expenses, net of tax | 9,898 | 0.36 | 0.37 | 16,285 | 0.63 | 0.64 | |||||||||||||||||
Acquisition related other expenses, net of tax | — | — | — | 2,198 | 0.08 | 0.08 | |||||||||||||||||
Net effect of non-recurring tax adjustments | (2,291 | ) | (0.08 | ) | (0.08 | ) | — | — | — | ||||||||||||||
Adjusted income from continuing operations attributable to Encore | $ | 119,358 | $ | 4.34 | $ | 4.52 | $ | 98,796 | $ | 3.77 | $ | 3.86 |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
GAAP net income, as reported | $ | 27,957 | $ | 22,216 | $ | 98,278 | $ | 73,740 | |||||||
Adjustments: | |||||||||||||||
Loss from discontinued operations, net of tax | 1,612 | 1,432 | 1,612 | 1,740 | |||||||||||
Interest expense | 42,264 | 29,747 | 166,942 | 73,269 | |||||||||||
Provision for income taxes | 16,819 | 15,278 | 52,725 | 45,388 | |||||||||||
Depreciation and amortization | 8,070 | 5,020 | 27,949 | 13,547 | |||||||||||
Amount applied to principal on receivable portfolios | 139,075 | 124,520 | 614,665 | 534,654 | |||||||||||
Stock-based compensation expense | 3,621 | 3,486 | 17,181 | 12,649 | |||||||||||
Acquisition and integration related expenses | 1,951 | 4,260 | 19,299 | 25,691 | |||||||||||
Acquisition related other expenses | — | — | — | 3,630 | |||||||||||
Adjusted EBITDA | $ | 241,369 | $ | 205,959 | $ | 998,651 | $ | 784,308 |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
GAAP total operating expenses, as reported | $ | 188,224 | $ | 168,466 | $ | 753,345 | $ | 575,005 | |||||||
Adjustments: | |||||||||||||||
Stock-based compensation expense | (3,621 | ) | (3,486 | ) | (17,181 | ) | (12,649 | ) | |||||||
Operating expenses related to non-portfolio purchasing and recovery business | (25,866 | ) | (12,755 | ) | (97,165 | ) | (36,511 | ) | |||||||
Acquisition and integration related expenses | (1,951 | ) | (4,260 | ) | (19,299 | ) | (25,691 | ) | |||||||
Adjusted operating expenses | $ | 156,786 | $ | 147,965 | $ | 619,700 | $ | 500,154 |