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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): May 10, 2016
______________________
ENCORE CAPITAL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
______________________
Delaware
(State or Other Jurisdiction of Incorporation)
000-26489
(Commission
File Number)
48-1090909
(IRS Employer
Identification No.)
3111 Camino Del Rio North, Suite 103, San Diego, California
(Address of Principal Executive Offices)
92108
(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):
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))












Item 2.02.    Results of Operations and Financial Condition.

On May 10, 2016, Encore Capital Group, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2016. 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.

The information in Item 2.02 of 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 2.02, 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, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.
Exhibit Number
Description
99.1
Press release dated May 10, 2016






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: May 10, 2016
/s/ Jonathan C. Clark
 
Jonathan C. Clark
 
Executive Vice President, Chief Financial Officer and Treasurer






EXHIBIT INDEX
Exhibit Number
Description
99.1
Press release dated May 10, 2016










SEC Exhibit
 
Exhibit 99.1

Encore Capital Group Announces First Quarter 2016 Financial Results

•
GAAP EPS from continuing operations increases 11% to $1.12
•
Non-GAAP Economic EPS from continuing operations increases 13% to $1.31
SAN DIEGO, May 10, 2016 -- Encore Capital Group, Inc. (NASDAQ: ECPG), an international specialty finance company providing debt recovery solutions for consumers and property owners across a broad range of assets, today reported consolidated financial results for the first quarter ended March 31, 2016.
“Encore had a solid purchasing quarter, deploying $257 million globally, including $142 million in the United States. Returns in our U.S. core business are higher than last year, and year-to-date domestic purchases and commitments now total nearly $330 million,” said Kenneth A. Vecchione, President and Chief Executive Officer.
“For the quarter, our ROIC and adjusted operating income rose as Economic EPS grew 13%, to $1.31 per share. Collections and revenue growth helped move earnings higher, while strategic cost management and favorable tax settlements also provided benefit.”
“In addition, we completed the divestiture of Propel Financial Services, allowing us to deploy capital in opportunities with higher returns. This transaction also reduced our debt and increased our liquidity.”
Financial Highlights for the First Quarter of 2016:
•
Estimated Remaining Collections (ERC) grew 12% to $5.7 billion, compared to $5.1 billion at March 31, 2015.
•
Gross collections grew 5% to $448 million, compared to $425 million in the same period of the prior year.
•
Investment in receivable portfolios was $257 million, compared to $125 million in the same period of the prior year.
•
Total revenues increased 4% to $289 million, compared to $278 million in the same period of the prior year.
•
Total operating expenses increased 5% to $206 million, compared to $195 million in the same period of the prior year. Adjusted operating expenses increased 3% to $169 million, compared to $165 million in the same period of the prior year. Adjusted operating expenses per dollar collected for the portfolio purchasing and recovery business decreased to 37.7%, compared to 38.8% in the same period of the prior year.
•
Adjusted EBITDA increased 9% to $287 million, compared to $263 million in the same period of the prior year.
•
Total interest expense increased to $50.7 million, as compared to $42.3 million in the same period of the prior year, reflecting the financing of recent acquisitions and portfolio purchases in Europe.
•
GAAP income from continuing operations attributable to Encore was $28.9 million, or $1.12 per fully diluted share, as compared to $27.5 million, or $1.01 per fully diluted share in the same period of the prior year.
•
Adjusted income from continuing operations attributable to Encore increased 11% to $33.9 million, compared to $30.6 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 13% to $1.31, compared to $1.16 in the same period of the prior year. In the first quarter of 2016, Economic EPS was not adjusted for shares associated with Encore’s

Encore Capital Group, Inc.
Page 2 of 7



convertible notes. In calculating Economic EPS for the first quarter of 2015, 0.9 million shares associated with convertible notes that will not be issued but are reflected in the fully diluted share count were excluded for accounting purposes.
•
Available capacity under Encore’s revolving credit facility, subject to borrowing base and applicable debt covenants, was $228 million as of March 31, 2016, and total debt was $2.9 billion.

Conference Call and Webcast
Members of the public are invited to access the live webcast via the Internet by logging on at the Investor Relations page of Encore's website at www.encorecapital.com. To access the live, listen-only telephone conference portion, please dial (855) 541-0982 or (704) 288-0606.

For those who cannot listen to the live broadcast, a telephonic replay will be available for seven days by dialing (800) 585-8367 or (404) 537-3406 and entering the conference number 99266441. A replay of the webcast will also be available shortly after the call on the Company's website.

Non-GAAP Financial Measures
This news release includes certain financial measures that exclude the impact of certain items and therefore have not been calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company has included adjusted income attributable to Encore and adjusted income attributable to Encore per share (also referred to as economic EPS when adjusted for certain shares associated with our convertible notes that will not be issued but are reflected in the fully diluted share count for accounting purposes) because management uses this measure to assess operating performance, in order to highlight trends in the Company’s business that may not otherwise be apparent when relying on financial measures calculated in accordance with GAAP. 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 Company’s revolving credit facility, in the evaluation of its operations and believes that this measure is a useful indicator of the Company’s ability to generate cash collections in excess of operating expenses through the liquidation of its receivable portfolios. The Company has included information concerning adjusted operating expenses in order to facilitate a comparison of approximate cash costs to cash collections for the portfolio purchasing and recovery business in the periods presented. Adjusted income attributable to Encore, adjusted income attributable to Encore per share/economic EPS, adjusted EBITDA, and adjusted operating expenses have not been prepared in accordance with GAAP. These non-GAAP financial measures should not be considered as alternatives to, or more meaningful than, net income, net income per share, and total operating expenses as indicators of the Company’s operating performance. Further, these non-GAAP financial measures, as presented by the Company, may not be comparable to similarly titled measures reported by other companies. The Company has attached to this news release a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.

About Encore Capital Group, Inc.
Encore Capital Group is an international specialty finance company that provides debt recovery solutions for consumers and property owners across a broad range of assets. Through its subsidiaries, Encore purchases portfolios of consumer receivables from major banks, credit unions and utility providers.

Encore partners with individuals as they repay their obligations, helping them on the road to financial recovery and ultimately improving their economic well-being. Encore is the first and only company of its kind to operate with a Consumer Bill of Rights that provides industry-leading commitments to consumers.

Encore Capital Group, Inc.
Page 3 of 7



Headquartered in San Diego, the company is a publicly traded NASDAQ Global Select company (ticker symbol: ECPG) and a component stock of the Russell 2000, the S&P Small Cap 600 and the Wilshire 4500. More information about Encore can be found at http://www.encorecapital.com. More information about the Company’s Cabot Credit Management subsidiary can be found at http://www.cabotcm.com. Information found on the Company’s website or Cabot’s website is not incorporated by reference.
 

Forward Looking Statements
The statements in this press release 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, performance, business plans or prospects. 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.

Contact:

Bruce Thomas
Vice President, Investor Relations
Encore Capital Group, Inc.
(858) 309-6442
bruce.thomas@encorecapital.com



FINANCIAL TABLES FOLLOW


Encore Capital Group, Inc.
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ENCORE CAPITAL GROUP, INC.
Condensed Consolidated Statements of Financial Condition
(In Thousands, Except Par Value Amounts)
(Unaudited)
 
March 31,
2016
 
December 31,
2015
Assets
 
 
 
Cash and cash equivalents
$
144,613

 
$
123,993

Investment in receivable portfolios, net
2,486,978

 
2,440,669

Property and equipment, net
68,162

 
72,546

Deferred court costs, net
75,829

 
75,239

Other assets
157,533

 
148,762

Goodwill
890,504

 
924,847

Assets associated with discontinued operations
—

 
388,763

Total assets
$
3,823,619

 
$
4,174,819

Liabilities and equity
 
 
 
Liabilities:
 
 
 
Accounts payable and accrued liabilities
$
238,203

 
$
290,608

Debt
2,893,434

 
2,944,063

Other liabilities
27,975

 
59,226

Liabilities associated with discontinued operations
—

 
232,434

Total liabilities
3,159,612

 
3,526,331

Commitments and contingencies


 


Redeemable noncontrolling interest
39,948

 
38,624

Redeemable equity component of convertible senior notes
5,359

 
6,126

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, 25,508 shares and 25,288 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively
255

 
253

Additional paid-in capital
109,228

 
110,533

Accumulated earnings
569,183

 
543,489

Accumulated other comprehensive loss
(68,360
)
 
(57,822
)
Total Encore Capital Group, Inc. stockholders’ equity
610,306

 
596,453

Noncontrolling interest
8,394

 
7,285

Total equity
618,700

 
603,738

Total liabilities, redeemable equity and equity
$
3,823,619

 
$
4,174,819

The following table includes assets that can only be used to settle the liabilities of the Company’s consolidated variable interest entities (“VIEs”) and the creditors of the VIEs have no recourse to the Company. These assets and liabilities are included in the consolidated statements of financial condition above.
 
March 31,
2016
 
December 31,
2015
Assets
 
 
 
Cash and cash equivalents
$
62,539

 
$
50,483

Investment in receivable portfolios, net
1,217,625

 
1,197,513

Property and equipment, net
18,145

 
19,767

Deferred court costs, net
35,782

 
33,296

Other assets
46,804

 
31,679

Goodwill
680,727

 
706,812

Assets associated with discontinued operations
—

 
92,985

Liabilities
 
 
 
Accounts payable and accrued liabilities
$
99,010

 
$
142,375

Debt
1,739,579

 
1,665,009

Other liabilities
687

 
839

Liabilities associated with discontinued operations
—

 
58,923


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 
 March 31,
 
2016
 
2015
Revenues
 
 
 
Revenue from receivable portfolios, net
$
270,094

 
$
264,110

Other revenues
18,923

 
13,672

Total revenues
289,017

 
277,782

Operating expenses
 
 
 
Salaries and employee benefits
69,642

 
65,552

Cost of legal collections
54,308

 
54,998

Other operating expenses
26,343

 
24,326

Collection agency commissions
10,120

 
10,685

General and administrative expenses
35,239

 
31,197

Depreciation and amortization
9,861

 
8,137

Total operating expenses
205,513

 
194,895

Income from operations
83,504

 
82,887

Other (expense) income
 
 
 
Interest expense
(50,691
)
 
(42,303
)
Other income
7,124

 
2,117

Total other expense
(43,567
)
 
(40,186
)
Income before income taxes
39,937

 
42,701

Provision for income taxes
(10,148
)
 
(14,614
)
Income from continuing operations
29,789

 
28,087

(Loss) income from discontinued operations, net of tax
(3,182
)
 
1,880

Net income
26,607

 
29,967

Net income attributable to noncontrolling interest
(913
)
 
(542
)
Net income attributable to Encore Capital Group, Inc. stockholders
$
25,694

 
$
29,425

Amounts attributable to Encore Capital Group, Inc.:
 
 
 
Income from continuing operations
$
28,876

 
$
27,545

(Loss) income from discontinued operations, net of tax
(3,182
)
 
1,880

Net income
$
25,694

 
$
29,425

 
 
 
 
Earnings (loss) per share attributable to Encore Capital Group, Inc.:
 
 
 
 
 
 
 
Basic earnings (loss) per share from:
 
 
 
Continuing operations
$
1.13

 
$
1.06

Discontinued operations
$
(0.12
)
 
$
0.07

Basic
$
1.01

 
$
1.13

Diluted earnings (loss) per share from:
 
 
 
Continuing operations
$
1.12

 
$
1.01

Discontinued operations
$
(0.13
)
 
$
0.07

Diluted
$
0.99

 
$
1.08

 
 
 
 
Weighted average shares outstanding:
 
 
 
Basic
25,550

 
26,072

Diluted
25,868

 
27,315


Encore Capital Group, Inc.
Page 6 of 7



ENCORE CAPITAL GROUP, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited, In Thousands)
 
Three Months Ended 
 March 31,
 
2016
 
2015
Operating activities:
 
 
 
Net income
$
26,607

 
$
29,967

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Loss (income) from discontinued operations, net of income taxes
1,352

 
(1,880
)
Depreciation and amortization
9,861

 
8,137

Non-cash interest expense, net
9,533

 
7,805

Stock-based compensation expense
3,718

 
5,905

Gain on derivative instruments
(5,399
)
 
—

Deferred income taxes
(21,588
)
 
(4,276
)
Excess tax benefit from stock-based payment arrangements
—

 
(637
)
Loss on sale of discontinued operations, net of tax
1,830

 
—

Reversal of allowances on receivable portfolios, net
(2,191
)
 
(2,859
)
Changes in operating assets and liabilities
 
 
 
Deferred court costs and other assets
1,233

 
(11,873
)
Prepaid income tax and income taxes payable
18,824

 
4,847

Accounts payable, accrued liabilities and other liabilities
(14,023
)
 
(15,081
)
Net cash provided by operating activities from continuing operations
29,757

 
20,055

Net cash provided by (used in) operating activities from discontinued operations
2,096

 
(665
)
Net cash provided by operating activities
31,853

 
19,390

Investing activities:
 
 
 
Cash paid for acquisitions, net of cash acquired
(675
)
 
—

Proceeds from divestiture of business, net of cash divested
106,041

 
—

Purchases of receivable portfolios, net of put-backs
(280,990
)
 
(143,239
)
Collections applied to investment in receivable portfolios, net
180,796

 
164,217

Purchases of property and equipment
(2,252
)
 
(4,271
)
Other, net
1,191

 
(251
)
Net cash provided by investing activities from continuing operations
4,111

 
16,456

Net cash provided by (used in) used in investing activities from discontinued operations
14,685

 
(11,965
)
Net cash provided by investing activities
18,796

 
4,491

Financing activities:
 
 
 
Payment of loan costs
(1,395
)
 
(4,279
)
Proceeds from credit facilities
185,883

 
134,285

Repayment of credit facilities
(235,151
)
 
(124,395
)
Repayment of senior secured notes
(3,750
)
 
(3,750
)
Repayment of securitized notes
(935
)
 
(6,625
)
Taxes paid related to net share settlement of equity awards
(3,354
)
 
(4,554
)
Excess tax benefit from stock-based payment arrangements
—

 
637

Other, net
(2,785
)
 
(3,592
)
Net cash used in financing activities
(61,487
)
 
(12,273
)
Net (decrease) increase in cash and cash equivalents
(10,838
)
 
11,608

Effect of exchange rate changes on cash
1,858

 
438

Cash and cash equivalents, beginning of period
153,593

 
124,163

Cash and cash equivalents, end of period
144,613

 
136,209

Cash and cash equivalents of discontinued operations, end of period
—

 
24,183

Cash and cash equivalents of continuing operations, end of period
$
144,613

 
$
112,026


Encore Capital Group, Inc.
Page 7 of 7



ENCORE CAPITAL GROUP, INC.
Supplemental Financial Information
Reconciliation of Adjusted Income Attributable to Encore to GAAP Net (Loss) Income Attributable to Encore, Adjusted EBITDA to GAAP Net (Loss) Income, and Adjusted Operating Expenses Related to Portfolio Purchasing and Recovery Business to GAAP Total Operating Expenses
(In Thousands, Except Per Share amounts) (Unaudited)
 
Three Months Ended March 31,
 
2016
 
2015
 
$
 
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
$
28,876

 
$
1.12

 
$
1.12

 
$
27,545

 
$
1.01

 
$
1.04

Adjustments:
 
 
 
 
 
 
 
 
 
 
 
Convertible notes non-cash interest and issuance cost amortization, net of tax
1,804

 
0.07

 
0.07

 
1,666

 
0.06

 
0.07

Acquisition, integration and restructuring related expenses, net of tax
1,329

 
0.05

 
0.05

 
1,348

 
0.05

 
0.05

Settlement fees and related administrative expenses, net of tax
1,853

 
0.07

 
0.07

 
—

 
—

 
—

Adjusted income from continuing operations attributable to Encore
$
33,862

 
$
1.31

 
$
1.31

 
$
30,559

 
$
1.12

 
$
1.16


 
Three Months Ended 
 March 31,
2016
 
2015
GAAP net income, as reported
$
26,607

 
$
29,967

Adjustments:
 
 
 
Loss (income) from discontinued operations, net of tax
3,182

 
(1,880
)
Interest expense
50,691

 
42,303

Provision for income taxes
10,148

 
14,614

Depreciation and amortization
9,861

 
8,137

Amount applied to principal on receivable portfolios
177,711

 
160,961

Stock-based compensation expense
3,718

 
5,905

Acquisition, integration and restructuring related expenses
2,141

 
2,766

Settlement fees and related administrative expenses
2,988

 
—

Adjusted EBITDA
$
287,047

 
$
262,773

 
Three Months Ended 
 March 31,
2016
 
2015
GAAP total operating expenses, as reported
$
205,513

 
$
194,895

Adjustments:
 
 
 
Stock-based compensation expense
(3,718
)
 
(5,905
)
Operating expenses related to non-portfolio purchasing and recovery business
(26,885
)
 
(21,623
)
Acquisition, integration and restructuring related expenses
(3,059
)
 
(2,766
)
Settlement fees and related administrative expenses
(2,988
)
 
—

Adjusted operating expenses related to portfolio purchasing and recovery business
$
168,863

 
$
164,601