UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________________________________________________
FORM 10-Q
(Mark One)
For the quarterly period ended March 31, 2023 or
For the transition period from __________to__________.
COMMISSION FILE NUMBER: 000-26489
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | ||||
(Address of principal executive offices, including zip code)
(877 ) 445 - 4581
(Registrant’s telephone number, including area code)
(Not Applicable)
(Former name, former address and former fiscal year, if changed since last report)
_______________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at April 27, 2023 | |||||||
| Common Stock, $0.01 par value | ||||||||
ENCORE CAPITAL GROUP, INC.
INDEX TO FORM 10-Q
| Page | |||||
PART I – FINANCIAL INFORMATION
Item 1—Condensed Consolidated Financial Statements (Unaudited)
ENCORE CAPITAL GROUP, INC.
Condensed Consolidated Statements of Financial Condition
(In Thousands, Except Par Value Amounts)
(Unaudited)
| March 31, 2023 | December 31, 2022 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Investment in receivable portfolios, net | |||||||||||
| Property and equipment, net | |||||||||||
| Other assets | |||||||||||
| Goodwill | |||||||||||
Total assets | $ | $ | |||||||||
| Liabilities and Equity | |||||||||||
| Liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Borrowings | |||||||||||
| Other liabilities | |||||||||||
Total liabilities | |||||||||||
Commitments and Contingencies (Note 11) | |||||||||||
| Equity: | |||||||||||
Convertible preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The following table presents certain assets and liabilities of consolidated variable interest entities (“VIEs”) included in the condensed consolidated statements of financial condition above. Most assets in the table below include those assets that can only be used to settle obligations of consolidated VIEs. The liabilities exclude amounts where creditors or beneficial interest holders have recourse to the general credit of the Company. See “Note 8: Variable Interest Entities” for additional information on the Company’s VIEs.
| March 31, 2023 | December 31, 2022 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Investment in receivable portfolios, net | |||||||||||
| Other assets | |||||||||||
| Liabilities | |||||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Borrowings | |||||||||||
| Other liabilities | |||||||||||
See accompanying notes
3
ENCORE CAPITAL GROUP, INC.
Condensed Consolidated Statements of Income
(In Thousands, Except Per Share Amounts)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Revenues | |||||||||||
| Revenue from receivable portfolios | $ | $ | |||||||||
| Changes in recoveries | ( | ||||||||||
| Total debt purchasing revenue | |||||||||||
| Servicing revenue | |||||||||||
| Other revenues | |||||||||||
| Total revenues | |||||||||||
| Operating expenses | |||||||||||
| Salaries and employee benefits | |||||||||||
| Cost of legal collections | |||||||||||
| General and administrative expenses | |||||||||||
| Other operating expenses | |||||||||||
| Collection agency commissions | |||||||||||
| Depreciation and amortization | |||||||||||
| Total operating expenses | |||||||||||
| Income from operations | |||||||||||
| Other expense | |||||||||||
| Interest expense | ( | ( | |||||||||
| Other income, net | |||||||||||
| Total other expense | ( | ( | |||||||||
| Income before income taxes | |||||||||||
| Provision for income taxes | ( | ( | |||||||||
| Net income | $ | $ | |||||||||
| Earnings per share: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Weighted average shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
See accompanying notes
4
ENCORE CAPITAL GROUP, INC.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited, In Thousands)
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||
| Change in unrealized (loss) gain on derivative instruments: | |||||||||||
| Unrealized (loss) gain on derivative instruments | ( | ||||||||||
| Income tax effect | ( | ||||||||||
| Unrealized (loss) gain on derivative instruments, net of tax | ( | ||||||||||
| Change in foreign currency translation: | |||||||||||
| Unrealized gain (loss) on foreign currency translation | ( | ||||||||||
| Income tax effect | ( | ||||||||||
| Unrealized gain (loss) on foreign currency translation | ( | ||||||||||
| Other comprehensive income (loss), net of tax: | ( | ||||||||||
| Total comprehensive income | $ | $ | |||||||||
See accompanying notes
5
ENCORE CAPITAL GROUP, INC.
Condensed Consolidated Statements of Equity
(Unaudited, In Thousands)
| Three Months Ended March 31, 2023 | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Earnings | Accumulated Other Comprehensive (Loss) Income | Total Equity | |||||||||||||||||||||||||||||||
| Shares | Par | ||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
| Exercise of stock options and issuance of share-based awards, net of shares withheld for employee taxes | ( | — | — | ( | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Purchase of capped call options, net of tax effect | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Unwind of the existing capped call options | — | — | — | — | |||||||||||||||||||||||||||||||
| Settlement of convertible notes | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Balance as of March 31, 2023 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Three Months Ended March 31, 2022 | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Earnings | Accumulated Other Comprehensive Loss | Total Equity | |||||||||||||||||||||||||||||||
| Shares | Par | ||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Exercise of stock options and issuance of share-based awards, net of shares withheld for employee taxes | ( | ( | — | ( | |||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | ( | ( | ( | — | ( | ||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Settlement of convertible notes | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Balance as of March 31, 2022 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
See accompanying notes
6
ENCORE CAPITAL GROUP, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited, In Thousands)
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Other non-cash interest expense, net | |||||||||||
| Stock-based compensation expense | |||||||||||
| Deferred income taxes | |||||||||||
| Changes in recoveries | ( | ||||||||||
| Other, net | ( | ||||||||||
| Changes in operating assets and liabilities | |||||||||||
| Other assets | ( | ||||||||||
| Accounts payable, accrued liabilities and other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Purchases of receivable portfolios, net of put-backs | ( | ( | |||||||||
| Collections applied to investment in receivable portfolios | |||||||||||
| Purchases of asset held for sale | ( | ( | |||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Other, net | |||||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| Financing activities: | |||||||||||
| Payment of loan and debt refinancing costs | ( | ( | |||||||||
| Proceeds from credit facilities | |||||||||||
| Repayment of credit facilities | ( | ( | |||||||||
| Repayment of senior secured notes | ( | ( | |||||||||
| Proceeds from issuance of convertible senior notes | |||||||||||
| Repayment of convertible and exchangeable senior notes | ( | ( | |||||||||
| Proceeds from convertible hedge instruments, net | |||||||||||
| Repurchase and retirement of common stock | ( | ||||||||||
| Other, net | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| Supplemental disclosure of cash information: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for taxes, net of refunds | |||||||||||
See accompanying notes
7
ENCORE CAPITAL GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1: Ownership, Description of Business, and Summary of Significant Accounting Policies
Encore Capital Group, Inc. (“Encore”), through its subsidiaries (collectively with Encore, the “Company”), is an international specialty finance company providing debt recovery solutions and other related services for consumers across a broad range of financial assets. The Company purchases portfolios of defaulted consumer receivables at deep discounts to face value and manages them by working with individuals as they repay their obligations and work toward financial recovery. Defaulted receivables are consumers’ unpaid financial obligations to credit originators, including banks, credit unions, consumer finance companies and commercial retailers. Defaulted receivables may also include receivables subject to bankruptcy proceedings. The Company also provides debt servicing and other portfolio management services to credit originators for non-performing loans in Europe.
Through Midland Credit Management, Inc. and its domestic affiliates (collectively, “MCM”), the Company is a market leader in portfolio purchasing and recovery in the United States. Through Cabot Credit Management Limited (“CCM”) and its subsidiaries and European affiliates (collectively, “Cabot”), the Company is one of the largest credit management services providers in Europe and the United Kingdom. These are the Company’s primary operations.
The Company also has investments and operations in Latin America and Asia-Pacific, which the Company refers to as “LAAP.”
Financial Statement Preparation and Presentation
The accompanying interim condensed consolidated financial statements have been prepared by the Company, without audit, in accordance with the instructions to the Quarterly Report on Form 10-Q, and Rule 10-01 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the “SEC”) and, therefore, do not include all information and footnotes necessary for a fair presentation of its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”).
In the opinion of management, the unaudited financial information for the interim periods presented reflects all adjustments, consisting of only normal and recurring adjustments, necessary for a fair statement of the Company’s condensed consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year.
Basis of Consolidation
The condensed consolidated financial statements have been prepared in conformity with GAAP and reflect the accounts and operations of the Company and those of its subsidiaries in which the Company has a controlling financial interest. The Company also consolidates variable interest entities (“VIEs”) for which it is the primary beneficiary. The primary beneficiary has both (a) the power to direct the activities of the VIE that most significantly affect the entity’s economic performance, and (b) either the obligation to absorb losses or the right to receive benefits. Refer to “Note 8: Variable Interest Entities” for further details. All intercompany transactions and balances have been eliminated in consolidation.
8
Note 2: Earnings Per Share
On August 12, 2015, the Company’s Board of Directors approved a $50.0 million share repurchase program. On May 5, 2021, the Company announced that the Board of Directors had approved an increase in the size of the repurchase program from $50.0 million to $300.0 million (an increase of $250.0 million). Repurchases under this program are expected to be made with cash on hand and may be made from time to time, subject to market conditions and other factors, in the open market, through private transactions, block transactions, or other methods as determined by the Company’s management and Board of Directors, and in accordance with market conditions, other corporate considerations, and applicable regulatory requirements. The program does not obligate the Company to acquire any particular amount of common stock, and it may be modified or suspended at any time at the Company’s discretion. During the three months ended March 31, 2023, the Company did not make any repurchases under the share repurchase program. During the three months ended March 31, 2022, the Company repurchased 399,522 shares of its common stock for approximately $25.6 million. The Company’s practice is to retire the shares repurchased.
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net income | $ | $ | |||||||||
| Total weighted-average basic shares outstanding | |||||||||||
| Dilutive effect of stock-based awards | |||||||||||
| Dilutive effect of convertible and exchangeable senior notes | |||||||||||
| Total weighted-average dilutive shares outstanding | |||||||||||
| Basic earnings per share | $ | $ | |||||||||
| Diluted earnings per share | $ | $ | |||||||||
There were no
Note 3: Fair Value Measurements
Fair value is defined as the price that would be received upon sale of an asset or the price paid to transfer a liability, in an orderly transaction between market participants at the measurement date (i.e., the “exit price”). The Company uses a fair value hierarchy that prioritizes the inputs used in valuation techniques to measure fair value into three broad levels. The following is a brief description of each level:
•Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
•Level 3: Unobservable inputs, including inputs that reflect the reporting entity’s own assumptions.
9
Financial Instruments Required To Be Carried At Fair Value
Financial assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):
| Fair Value Measurements as of March 31, 2023 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Interest rate cap contracts | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Cross-currency swap agreements | ( | ( | |||||||||||||||||||||
| Fair Value Measurements as of December 31, 2022 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Interest rate cap contracts | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Cross-currency swap agreements | ( | ( | |||||||||||||||||||||
Derivative Contracts:
The Company uses derivative instruments to manage its exposure to fluctuations in interest rates and foreign currency exchange rates. Fair values of these derivative instruments are estimated using industry standard valuation models. These models project future cash flows and discount the future amounts to a present value using market-based observable inputs, including interest rate curves, foreign currency exchange rates, and forward and spot prices for currencies.
Non-Recurring Fair Value Measurement:
Certain assets are measured at fair value on a nonrecurring basis. These assets include real estate-owned assets classified as held for sale at the lower of their carrying value or fair value less cost to sell. The fair value of the assets held for sale and estimated selling expenses were determined at the time of initial recognition and in each reporting period using Level 3 measurements based on appraised values using market comparables. The fair value estimate of the assets held for sale was approximately $86.8 million and $68.2 million as of March 31, 2023 and December 31, 2022, respectively.
Financial Instruments Not Required To Be Carried At Fair Value
The table below summarizes fair value estimates for the Company's financial instruments that are not required to be carried at fair value. The total of the fair value calculations presented does not represent, and should not be construed to represent, the underlying value of the Company.
The carrying amounts in the following table are included in the condensed consolidated statements of financial condition as of March 31, 2023 and December 31, 2022 (in thousands):
| March 31, 2023 | December 31, 2022 | ||||||||||||||||||||||
| Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | ||||||||||||||||||||
| Financial Assets | |||||||||||||||||||||||
| Investment in receivable portfolios, net | $ | $ | $ | $ | |||||||||||||||||||
| Financial Liabilities | |||||||||||||||||||||||
| Global senior secured revolving credit facility | |||||||||||||||||||||||
| Encore private placement notes | |||||||||||||||||||||||
Senior secured notes(1) | |||||||||||||||||||||||
| Exchangeable senior notes due September 2023 | |||||||||||||||||||||||
| Convertible senior notes due October 2025 | |||||||||||||||||||||||
| Convertible senior notes due March 2029 | |||||||||||||||||||||||
| Cabot securitisation senior facility | |||||||||||||||||||||||
(1)Carrying amount represents historical cost, adjusted for any related debt discount or debt premium.
10
Investment in Receivable Portfolios:
The fair value of investment in receivable portfolios is measured using Level 3 inputs by discounting the estimated future cash flows generated by the Company’s proprietary forecasting models. The key inputs include the estimated future gross cash flow, average cost to collect, and discount rate. The determination of such inputs requires significant judgment, including assessing the assumed market participant’s cost structure, its determination of whether to include fixed costs in its valuation, its collection strategies, and determining the appropriate weighted average cost of capital. The Company evaluates the use of these key inputs on an ongoing basis and refines the data as it continues to obtain better information from market participants in the debt recovery and purchasing business.
Borrowings:
The Company’s convertible notes, exchangeable notes, senior secured notes and private placement notes are carried at historical cost, adjusted for the applicable debt discount. The fair value estimate for the convertible and exchangeable notes incorporates quoted market prices using Level 2 inputs. The fair value of the senior secured notes and private placement notes is estimated using widely accepted valuation techniques, including discounted cash flow analyses using available market information on discount and borrowing rates with similar terms, maturities, and credit ratings. Accordingly, the Company used Level 2 inputs for these debt instrument fair value estimates.
The carrying value of the Company’s senior secured revolving credit facility and securitisation senior facility approximates fair value due to the use of current market rates that are repriced frequently.
Note 4: Derivatives and Hedging Instruments
| March 31, 2023 | December 31, 2022 | ||||||||||||||||||||||
| Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | ||||||||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||||||||
| Interest rate cap contracts | Other assets | $ | Other assets | $ | |||||||||||||||||||
| Cross-currency swap agreements | Other liabilities | ( | Other liabilities | ( | |||||||||||||||||||
Derivatives Designated as Hedging Instruments
The Company uses interest rate cap contracts to manage its risk related to the interest rate fluctuations in its variable interest rate bearing debt. As of March 31, 2023, the Company held two interest rate cap contracts with a notional amount of approximately $866.8 million. The interest rate cap hedging the fluctuations in three-month EURIBOR floating rate debt (“2019 Cap”) has a notional amount of €400.0 million (approximately $434.9 million based on an exchange rate of $1.00 to €0.92 , the exchange rate as of March 31, 2023) and matures in June 2024. The interest rate cap hedging the fluctuations in sterling overnight index average (“SONIA”) bearing debt (“2021 Cap”) has a notional amount of £350.0 million (approximately $431.9 million based on an exchange rate of $1.00 to £0.81 , the exchange rate as of March 31, 2023) and matures in September 2024. The Company expects the hedge relationships to be highly effective and designates the 2019 Cap and 2021 Cap as cash flow hedge instruments. The Company expects to reclassify approximately $22.1 million of net derivative gain from OCI into earnings relating to interest rate caps within the next 12 months.
The Company uses cross-currency swap agreements to manage foreign currency exchange risk by converting fixed-rate Euro-denominated borrowings including periodic interest payments and the payment of principal at maturity to fixed-rate USD debt. The cross-currency swap agreements are accounted for as cash flow hedges. As of March 31, 2023, there were four cross-currency swap agreements outstanding with a total notional amount of €350.0 million (approximately $380.5 million based on an exchange rate of $1.00 to €0.92 , the exchange rate as of March 31, 2023). The cross-currency swaps expire in October 2023. The Company expects to reclassify approximately $1.6 million of net derivative loss from OCI into earnings relating to cross-currency swaps within their remaining term.
11
| Derivatives Designated as Hedging Instruments | Gain (Loss) Recognized in OCI | Location of Gain (Loss) Reclassified from OCI into Income (Loss) | Gain (Loss) Reclassified from OCI into Income (Loss) | |||||||||||||||||||||||||||||
| Three Months Ended March 31, | Three Months Ended March 31, | |||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||
| Interest rate cap contracts | $ | ( | $ | Interest expense | $ | ( | $ | ( | ||||||||||||||||||||||||
| Cross-currency swap agreements | ( | Interest expense | ( | ( | ||||||||||||||||||||||||||||
| Other income (expense) | ( | |||||||||||||||||||||||||||||||
Note 5: Investment in Receivable Portfolios, Net
The Company’s purchased portfolios of loans are grossed-up to their face value with an offsetting allowance and noncredit discount allocated to the individual receivables as the unit of account is at the individual loan level. Since each loan is deeply delinquent and deemed uncollectible at the individual loan level, the Company applies its charge-off policy and fully writes-off the amortized costs (i.e., face value net of noncredit discount) of the individual receivables immediately after purchasing the portfolio. The Company then records a negative allowance that represents the present value of all expected future recoveries for pools of receivables that share similar risk characteristics using a discounted cash flow approach, which ultimately equals the amount paid for a portfolio purchase and presented as “Investment in receivable portfolios, net” in the Company’s condensed consolidated statements of financial condition. The discount rate is an effective interest rate (or “purchase EIR”) based on the purchase price of the portfolio and the expected future cash flows at the time of purchase.
Receivable portfolio purchases are aggregated into pools based on similar risk characteristics. Examples of risk characteristics include financial asset type, collateral type, size, interest rate, date of origination, term, and geographic location. The Company’s static pools are typically grouped into credit card, purchased consumer bankruptcy, and mortgage portfolios. The Company further groups these static pools by geographic location. Once a pool is established, the portfolios will remain in the designated pool unless the underlying risk characteristics change, which is not expected due to the delinquent nature of the individual loans. The purchase EIR of a pool will not change over the life of the pool even if expected future cash flows change.
Revenue is recognized for each static pool over the economic life of the pool. Debt purchasing revenue includes two components:
(1) Revenue from receivable portfolios, which is the accretion of the discount on the negative allowance due to the passage of time (generally the portfolio balance multiplied by the EIR) and also includes all revenue from zero basis portfolio (“ZBA”) collections, and
(2) Changes in recoveries, which includes
(a) Recoveries above or below forecast, which is the difference between (i) actual cash collected/recovered during the current period and (ii) expected cash recoveries for the current period, which generally represents over or under performance for the period; and
(b) Changes in expected future recoveries, which is the present value change of expected future recoveries, where such change generally results from (i) collections “pulled forward from” or “pushed out to” future periods (i.e. amounts either collected early or expected to be collected later) and (ii) magnitude and timing changes to estimates of expected future collections (which can be increases or decreases).
12
Investment in receivable portfolios, net consists of the following as of the dates presented (in thousands):
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Amortized cost | $ | $ | |||||||||
| Negative allowance for expected recoveries | |||||||||||
| Balance, end of period | $ | $ | |||||||||
The following table summarizes the changes in the balance of investment in receivable portfolios, net during the periods presented (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Balance, beginning of period | $ | $ | |||||||||
Negative allowance for expected recoveries - current period purchases(1) | |||||||||||
Collections applied to investment in receivable portfolios, net (2) | ( | ( | |||||||||
Changes in recoveries (3) | ( | ||||||||||
| Put-backs and Recalls | ( | ( | |||||||||
| Disposals and transfers to real estate owned | ( | ( | |||||||||
| Foreign currency translation adjustments | ( | ||||||||||
| Balance, end of period | $ | $ | |||||||||
_______________________
(1)The table below provides the detail on the establishment of negative allowance for expected recoveries of portfolios purchased during the periods presented:
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Purchase price | $ | $ | |||||||||
| Allowance for credit losses | |||||||||||
| Amortized cost | |||||||||||
| Noncredit discount | |||||||||||
| Face value | |||||||||||
| Write-off of amortized cost | ( | ( | |||||||||
| Write-off of noncredit discount | ( | ( | |||||||||
| Negative allowance | |||||||||||
| Negative allowance for expected recoveries - current period purchases | $ | $ | |||||||||
(2)Collections applied to investment in receivable portfolios, net, is calculated as follows during the periods presented:
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash Collections | $ | $ | |||||||||
| Less - amounts classified to revenue from receivable portfolios | ( | ( | |||||||||
| Collections applied to investment in receivable portfolios, net | $ | $ | |||||||||
(3)Changes in recoveries is calculated as follows during the periods presented, where recoveries include cash collections, put-backs and recalls, and other cash-based adjustments:
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| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Recoveries (below) above forecast | $ | ( | $ | ||||||||
| Changes in expected future recoveries | |||||||||||
| Changes in recoveries | $ | ( | $ | ||||||||
Recoveries above or below forecast represent over and under-performance in the reporting period, respectively. Collections during the three months ended March 31, 2023, under-performed the forecasted collections by approximately $15.4 million. The under-performance was primarily attributable to shifts in the timing of collections for recent U.S. vintages as consumers transitioned back to more normalized payment behavior. The under-performance was also partly due to court closures in Spain resulting from labor unrest in the court system.
When reassessing the forecasts of expected lifetime recoveries during the three months ended March 31, 2023, management considered, among other factors, historical and current collection performance, changes in consumer behavior, and the macroeconomic environment and believes that forecasted collections for certain static pools resulted in increased total expected recoveries. As a result, the Company has updated its forecast, resulting in changes in the timing and amount of total estimated remaining collections which in turn, when discounted to present value, resulted in a net positive change in expected future recoveries of approximately $5.9 million for the three months ended March 31, 2023. For the three months ended March 31, 2022, the Company recorded approximately $120.9 million in net positive change in expected future recoveries.
Note 6: Other Assets
| March 31, 2023 | December 31, 2022 | ||||||||||
| Real estate owned | $ | $ | |||||||||
| Prepaid expenses | |||||||||||
| Derivative instruments | |||||||||||
| Identifiable intangible assets, net | |||||||||||
| Income tax deposits | |||||||||||
| Deferred tax assets | |||||||||||
| Service fee receivables | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
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Note 7: Borrowings
The Company is in compliance in all material respects with all covenants under its financing arrangements as of March 31, 2023. The components of the Company’s consolidated borrowings were as follows (in thousands):
| March 31, 2023 | December 31, 2022 | ||||||||||
| Global senior secured revolving credit facility | $ | $ | |||||||||
| Encore private placement notes | |||||||||||
| Senior secured notes | |||||||||||
| Convertible notes and exchangeable notes | |||||||||||
| Cabot securitisation senior facility | |||||||||||
| Other | |||||||||||
| Less: debt discount and issuance costs, net of amortization | ( | ( | |||||||||
| Total | $ | $ | |||||||||
Encore is the parent of the restricted group for the Global Senior Facility, the Senior Secured Notes and the Encore Private Placement Notes, each of which is guaranteed by the same group of material Encore subsidiaries and secured by the same collateral, which represents substantially all of the assets of those subsidiaries.
Global Senior Secured Revolving Credit Facility
In September 2020, the Company entered into a multi-currency senior secured revolving credit facility agreement (as amended and restated, the “Global Senior Facility”). On March 29, 2022, the Company amended and restated the Global Senior Facility to, among other things (1) upsize the facility by $90.0 million to $1.14 billion, (2) extend the termination date of the facility from September 2025 to September 2026, and (3) transition from LIBOR to Term SOFR for U.S. dollar borrowings. As of March 31, 2023, the Global Senior Facility provided for a total committed facility of $1.14 billion that matures in September 2026 and includes the following key provisions:
•Interest at Term SOFR (or EURIBOR for any loan drawn in Euro or a rate based on SONIA for any loan drawn in British Pound), with a Term SOFR (or EURIBOR or SONIA) floor of 0.00 2.50 0.10 %;
•An unused commitment fee of 0.40 % per annum, payable quarterly in arrears;
•A restrictive covenant that limits the LTV Ratio (defined in the Global Senior Facility) to 0.75 in the event that the Global Senior Facility is more than 20 % utilized;
•A restrictive covenant that limits the SSRCF LTV Ratio (defined in the Global Senior Facility) to 0.275 ;
•A restrictive covenant that requires the Company to maintain a Fixed Charge Coverage Ratio (as defined in the Global Senior Facility) of at least 2.0 ;
•Additional restrictions and covenants which limit, among other things, the payment of dividends and the incurrence of additional indebtedness and liens; and
•Standard events of default which, upon occurrence, may permit the lenders to terminate the Global Senior Facility and declare all amounts outstanding to be immediately due and payable.
The Global Senior Facility is secured by substantially all of the assets of the Company and the guarantors. Pursuant to the terms of an intercreditor agreement entered into with respect to the relative positions of (1) the Global Senior Facility, any super priority hedging liabilities and the Encore Private Placement Notes (collectively, “Super Senior Liabilities”) and (2) the Senior Secured Notes, Super Senior Liabilities that are secured by assets that also secure the Senior Secured Notes will receive priority with respect to any proceeds received upon any enforcement action over any such assets.
As of March 31, 2023, the outstanding borrowings under the Global Senior Facility were $752.1 million. The weighted average interest rate of the Global Senior Facility was 7.06 % and 2.73 % for the three months ended March 31, 2023 and 2022, respectively. Available capacity under the Global Senior Facility, after taking into account applicable debt covenants, was approximately $387.9 million as of March 31, 2023.
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Encore Private Placement Notes
In August 2017, Encore entered into $325.0 million in senior secured notes with a group of insurance companies (the “Encore Private Placement Notes”). As of March 31, 2023, $58.6 million of the Encore Private Placement Notes remained outstanding. The Encore Private Placement Notes bear an annual interest rate of 5.625 %, mature in August 2024 and require quarterly principal payments of $9.8 million. The covenants and material terms for the Encore Private Placement Notes are substantially similar to those for the Global Senior Facility.
Senior Secured Notes
The following table provides a summary of the Company’s senior secured notes (the “Senior Secured Notes”) ($ in thousands):
| March 31, 2023 | December 31, 2022 | Issue Currency | Maturity Date | Interest Payment Dates | Interest Rate | ||||||||||||||||||||||||||||||
| Encore 2025 Notes | $ | $ | EUR | Oct 15, 2025 | Apr 15, Oct 15 | % | |||||||||||||||||||||||||||||
| Encore 2026 Notes | GBP | Feb 15, 2026 | Feb 15, Aug 15 | % | |||||||||||||||||||||||||||||||
| Encore 2028 Notes | GBP | Jun 1, 2028 | Jun 1, Dec 1 | % | |||||||||||||||||||||||||||||||
Encore 2028 Floating Rate Notes | EUR | Jan 15, 2028 | Jan 15, Apr 15, Jul 15, Oct 15 | EURIBOR + | |||||||||||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||||||||||||||
_______________________
(1)Interest rate is based on three-month EURIBOR (subject to a 0 % floor) plus 4.250 % per annum, resets quarterly.
The Senior Secured Notes are secured by the same collateral as the Global Senior Facility and the Encore Private Placement Notes. The guarantees provided in respect of the Senior Secured Notes are pari passu with each such guarantee given in respect of the Global Senior Facility and Encore Private Placement Notes. Subject to the intercreditor agreement described above under the section “Global Senior Secured Revolving Credit Facility,” Super Senior Liabilities that are secured by assets that also secure the Senior Secured Notes will receive priority with respect to any proceeds received upon any enforcement action over any such assets.
Convertible Notes and Exchangeable Notes
The following table provides a summary of the principal balance, maturity date and interest rate for the Company’s convertible and exchangeable senior notes (the “Convertible Notes” or “Exchangeable Notes,” as applicable) ($ in thousands):
| March 31, 2023 | December 31, 2022 | Maturity Date | Interest Payment Dates | Interest Rate | |||||||||||||||||||||||||
| 2023 Exchangeable Notes | $ | $ | Sep 1, 2023 | Mar 1, Sep 1 | % | ||||||||||||||||||||||||
| 2025 Convertible Notes | Oct 1, 2025 | Apr 1, Oct 1 | % | ||||||||||||||||||||||||||
| 2029 Convertible Notes | Mar 15, 2029 | Mar 15, Sep 15 | % | ||||||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||||||||
In March 2023, Encore issued $230.0 million aggregate principal amount of 4.00 % convertible senior notes that mature on March 15, 2029 in a private placement transaction (the “2029 Convertible Notes”). Interest on the 2029 Convertible Notes is payable semi-annually.
The Company used a portion of the net proceeds from the issuance of the 2029 Convertible Notes to repurchase, in separate privately negotiated transactions, approximately $154.8 million aggregate principal amount of its 2023 Exchangeable Notes for approximately $192.5 million. The repurchase met the criteria for an induced conversion and accordingly, the Company recognized expense of $2.7 million, representing the fair value of the consideration paid to certain holders of the 2023 Exchangeable Notes in excess of the fair value to which they were entitled to receive pursuant to the original conversion terms on the respective settlement dates. The amount is included in Other income, net, in the Company’s condensed consolidated statements of income during the three months ended March 31, 2023. The remaining excess above the principal amount of the repurchased 2023 Exchangeable Notes was recognized in the Company’s stockholder’s equity.
Additionally, the Company received proceeds of approximately $28.5 million from the unwind of the capped call options associated with the repurchased portion of the 2023 Exchangeable Notes. Since the capped call options were determined to be equity instruments, the partial unwind of the capped call options was recorded as an increase in stockholder’s equity in the
16
condensed consolidated statements of financial condition as of March 31, 2023. In addition, the Company recognized approximately $0.7 million of interest expense in the condensed consolidated statements of income during the three months ended March 31, 2023 to record the write-off of unamortized debt issuance costs associated with the 2023 Exchangeable Notes repurchased.
The 2023 Exchangeable Notes were issued by Encore Capital Europe Finance Limited (“Encore Finance”), a 100 % owned finance subsidiary of Encore, and are fully and unconditionally guaranteed by Encore. Unless otherwise indicated in connection with a particular offering of debt securities, Encore will fully and unconditionally guarantee any debt securities issued by Encore Finance. Amounts related to Encore Finance are included in the consolidated financial statements of Encore subsequent to April 30, 2018, the date of incorporation of Encore Finance.
In order to reduce the risk related to the potential dilution and/or the potential cash payments the Company may be required to make in the event that the market price of the Company’s common stock becomes greater than the conversion or exchange prices of the Convertible Notes and the Exchangeable Notes, the Company may enter into hedge programs that increase the effective conversion or exchange price for the Convertible Notes and the Exchangeable Notes. In connection with the issuance of the 2029 Convertible Notes, the Company entered into privately negotiated capped call transactions that effectively raised the conversion price of the 2029 Convertible Notes from $65.89 to $82.69 . The cost of the capped call transactions was approximately $18.5 million. This cost, net of tax effect, was recorded as a reduction to stockholder’s equity in the condensed consolidated statements of financial condition as of March 31, 2023. As of March 31, 2023, the Company had two hedge programs that increase the effective exchange price for the 2029 Convertible Notes and the 2023 Exchangeable Notes. The hedge instruments have been determined to be indexed to the Company’s own stock and meet the criteria for equity classification. The Company recorded the cost of the hedge instruments as a reduction in stockholder’s equity, and does not recognize subsequent changes in fair value of these financial instruments in its consolidated financial statements. The Company did not hedge the 2025 Convertible Notes.
Certain key terms related to the convertible and exchangeable features as of March 31, 2023 are listed below ($ in thousands, except conversion or exchange price):
| 2023 Exchangeable Notes | 2025 Convertible Notes | 2029 Convertible Notes | |||||||||||||||
| Initial conversion or exchange price | $ | $ | $ | ||||||||||||||
| Closing stock price at date of issuance | $ | $ | $ | ||||||||||||||
| Closing stock price date | Jul 20, 2018 | Sep 4, 2019 | Feb 28, 2023 | ||||||||||||||
| Initial conversion or exchange rate (shares per $1,000 principal amount) | |||||||||||||||||
Adjusted conversion or exchange rate (shares per $1,000 principal amount)(1) | |||||||||||||||||
Adjusted conversion or exchange price(1) | $ | $ | $ | ||||||||||||||
Adjusted effective conversion or exchange price(2) | $ | $ | $ | ||||||||||||||
Excess of if-converted value compared to principal(3) | $ | $ | $ | ||||||||||||||
| Conversion or exchange date | Mar 1, 2023 | Jul 1, 2025 | Dec 15, 2028 | ||||||||||||||
_______________________
(1)Pursuant to the indentures for the Company’s 2025 Convertible Notes and 2023 Exchangeable Notes, the conversion and exchange rates were adjusted upon the completion of the Company’s tender offer in December 2021.
(2)As discussed above, the Company maintains a hedge program that increases the effective exchange price for the 2023 Exchangeable Notes to $62.13 and the 2029 Convertible Notes to $82.69 .
In February 2023, in accordance with the indenture for the 2023 Exchangeable Notes, Encore Finance irrevocably elected “combination settlement” with a specified dollar amount equal to $1,800 per $1,000 principal amount of the 2023 Exchangeable Notes for all exchanges of the 2023 Exchangeable Notes that occur on or after March 1, 2023, the free exchange date, which effectively will result in an all cash settlement for the 2023 Exchangeable Notes so long as the stock price does not exceed $79.91 at the time of exchange. None of the 2023 Exchangeable Notes have been exchanged.
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In the event of conversion, the Convertible Notes are convertible into cash up to the aggregate principal amount of the notes and the excess conversion premium, if any, may be settled in cash or shares of the Company’s common stock at the Company’s election and subject to certain restrictions contained in each of the indentures governing the Convertible Notes.
Interest expense related to the Convertible Notes and Exchangeable Notes was $2.9 million and $3.7 million during the three months ended March 31, 2023 and 2022, respectively.
Cabot Securitisation Senior Facility
Cabot Securitisation UK Ltd (“Cabot Securitisation”), an indirect subsidiary of Encore, has a senior facility for a committed amount of £350.0 million (as amended, the “Cabot Securitisation Senior Facility”). The Cabot Securitisation Senior Facility matures in September 2026. Funds drawn under the Cabot Securitisation Senior Facility bear interest at a rate per annum equal to SONIA plus a margin of 3.00 % plus, for periods after September 18, 2024, a step-up margin ranging from zero to 1.00 %.
As of March 31, 2023, the outstanding borrowings under the Cabot Securitisation Senior Facility were £350.0 million (approximately $431.9 million based on an exchange rate of $1.00 to £0.81 , the exchange rate as of March 31, 2023). The obligations of Cabot Securitisation under the Cabot Securitisation Senior Facility are secured by first ranking security interests over all of Cabot Securitisation’s property, assets and rights (including receivables purchased from Cabot Financial UK from time to time), the book value of which was approximately £366.5 million (approximately $452.3 million based on an exchange rate of $1.00 to £0.81 , the exchange rate as of March 31, 2023) as of March 31, 2023. The weighted average interest rate was 5.25 % and 3.45 % for the three months ended March 31, 2023 and 2022, respectively.
Cabot Securitisation is a securitized financing vehicle and is a VIE for consolidation purposes. Refer to “Note 8: Variable Interest Entities” for further details.
Note 8: Variable Interest Entities
A VIE is defined as a legal entity whose equity owners do not have sufficient equity at risk, or, as a group, the holders of the equity investment at risk lack any of the following three characteristics: decision-making rights, the obligation to absorb expected losses, or the right to receive expected residual returns of the entity. The primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and the obligation to absorb expected losses or the right to receive residual returns from the entity that could potentially be significant to the VIE. The Company consolidates VIEs when it is the primary beneficiary.
As of March 31, 2023, the Company’s VIEs include certain securitized financing vehicles and other immaterial special purpose entities that were created to purchase receivable portfolios in certain geographies. The Company is the primary beneficiary of these VIEs. The Company has the power to direct the activities of the VIEs including the ability to exercise discretion in the servicing of the financial assets and has the right to receive residual returns that could potentially be significant to the VIEs. The Company’s exposure to loss is limited to the total of the carrying value of the VIEs. The Company evaluates its relationships with its VIEs on an ongoing basis to ensure that it continues to be the primary beneficiary.
Most assets recognized as a result of consolidating these VIEs do not represent additional assets that could be used to satisfy claims against the Company’s general assets. Conversely, liabilities recognized as a result of consolidating these VIEs do not represent additional claims on the Company’s general assets; rather, they represent claims against the specific assets of the VIE.
Note 9: Accumulated Other Comprehensive Loss
| Three Months Ended March 31, 2023 | |||||||||||||||||
| Derivatives | Currency Translation Adjustments | Accumulated Other Comprehensive Loss | |||||||||||||||
| Balance at beginning of period | $ | $ | ( | $ | ( | ||||||||||||
| Other comprehensive (loss) income before reclassification | ( | ||||||||||||||||
| Reclassification | ( | ( | |||||||||||||||
| Tax effect | ( | ||||||||||||||||
| Balance at end of period | $ | $ | ( | $ | ( | ||||||||||||
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| Three Months Ended March 31, 2022 | |||||||||||||||||
| Derivatives | Currency Translation Adjustments | Accumulated Other Comprehensive Loss | |||||||||||||||
| Balance at beginning of period | $ | $ | ( | $ | ( | ||||||||||||
| Other comprehensive income (loss) before reclassification | ( | ( | |||||||||||||||
| Reclassification | |||||||||||||||||
| Tax effect | ( | ( | |||||||||||||||
| Balance at end of period | $ | $ | ( | $ | ( | ||||||||||||
Note 10: Income Taxes
The Company’s effective tax rate for the three months ended March 31, 2023 was 25.6 %. For the three months ended March 31, 2022, the Company’s effective tax rate was 23.8 %. For the three months ended March 31, 2023, the difference between the effective tax rate and the federal statutory rate was primarily due to the provision for state income taxes offset by other foreign adjustments. For the three months ended March 31, 2022 the difference between the effective tax rate and the federal statutory rate was primarily due to the provision of state income taxes and the proportion of income earned in higher tax rate jurisdictions compared to lower tax rate jurisdictions.
Each interim period is considered an integral part of the annual period and tax expense or benefit is measured using an estimated annual effective income tax rate. The estimated annual effective tax rate for the full year is applied to the respective interim period, taking into account year-to-date amounts and projected amounts for the year. Since the Company operates in foreign countries with varying tax rates, the Company's quarterly effective tax rate is dependent on the level of income or loss from international operations in the reporting period.
The Company’s subsidiary in Costa Rica is operating under a 100 % tax holiday through December 31, 2026. The impact of the tax holiday in Costa Rica for the three months ended March 31, 2023 and 2022, was immaterial.
The Company is subject to income taxes in the U.S. and foreign jurisdictions. Significant judgement is required in evaluating uncertain tax positions and determining the provision for income taxes. During the three months ended March 31, 2023, the Company accrued $2.5 million related to state tax filing positions.
Note 11: Commitments and Contingencies
Litigation and Regulatory
The Company is involved in disputes, legal actions, regulatory investigations, inquiries, and other actions from time to time in the ordinary course of business. The Company, along with others in its industry, is routinely subject to legal actions asserting various claims, including those based on the Fair Debt Collection Practices Act (“FDCPA”), the Fair Credit Reporting Act (“FCRA”), the Telephone Consumer Protection Act (“TCPA”), comparable state statutes, state and federal unfair competition statutes, and common law causes of action. The violations of law investigated or alleged in these actions often include claims that the Company lacks specified licenses to conduct its business, attempts to collect debts on which the statute of limitations has run, has made inaccurate or unsupported assertions of fact in support of its collection actions and/or has acted improperly in connection with its efforts to contact consumers. Such litigation and regulatory actions could involve potential compensatory or punitive damage claims, fines, sanctions, injunctive relief, or changes in business practices. Many continue on for some length of time and involve substantial investigation, litigation, negotiation, and other expense and effort before a result is achieved, and during the process the Company often cannot determine the substance or timing of any eventual outcome.
As of March 31, 2023, there were no material developments in any of the legal proceedings disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 or any new material legal proceedings during the three months ended March 31, 2023.
In certain legal proceedings, the Company may have recourse to insurance or third-party contractual indemnities to cover all or portions of its litigation expenses, judgments, or settlements. The Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. Where a range of loss can be reasonably estimated with no best estimate in the range, the Company records the minimum estimated liability. The Company continuously assesses the potential liability related to its pending litigation and regulatory matters and revises its estimates when additional information becomes available. The Company’s legal costs are recorded to expense as incurred. As of March 31, 2023, the Company has no material reserves for legal matters.
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Purchase Commitments
In the normal course of business, the Company enters into forward flow purchase agreements. A forward flow purchase agreement is a commitment to purchase receivables over a duration that is typically three to twelve months, but can be longer, generally with a specifically defined volume range, frequency, and pricing. Typically, these forward flow contracts have provisions that allow for early termination or price re-negotiation should the underlying quality of the portfolio deteriorate over time or if any particular month’s delivery is materially different than the original portfolio used to price the forward flow contract. Certain of these forward flow purchase agreements may also have termination clauses, whereby the agreements can be canceled by either party upon providing a certain specified amount of notice.
As of March 31, 2023, the Company had entered into forward flow purchase agreements for the purchase of nonperforming loans with an estimated minimum aggregate purchase price of approximately $439.1 million. The Company expects actual purchases under these forward flow purchase agreements to be significantly greater than the estimated minimum aggregate purchase price.
Note 12: Segment and Geographic Information
The following table presents information about geographic areas in which the Company operates (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Total revenues: | |||||||||||
| United States | $ | $ | |||||||||
| Europe | |||||||||||
| United Kingdom | |||||||||||
Other European countries(1) | |||||||||||
| Total Europe | |||||||||||
Other geographies(1) | |||||||||||
| Total | $ | $ | |||||||||
________________________
(1)None of these countries comprise greater than 10% of the Company's consolidated revenues.
Note 13: Goodwill and Identifiable Intangible Assets
The annual goodwill testing date for the reporting units that are included in the portfolio purchasing and recovery reportable segment is October 1st. There have been no events or circumstances during the three months ended March 31, 2023, that have required the Company to perform an interim assessment of goodwill carried at these reporting units. Management continues to evaluate and monitor all key factors impacting the carrying value of the Company’s recorded goodwill and intangible assets. Adverse changes in the Company’s actual or expected operating results, market capitalization, business climate, economic factors or other negative events that may be outside the control of management could result in a material non-cash impairment charge in the future.
The Company’s goodwill is attributable to reporting units included in its portfolio purchasing and recovery segment. The following table summarizes the activity in the Company’s goodwill balance (in thousands):
20
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Balance as of beginning of period: | $ | $ | |||||||||
| Effect of foreign currency translation | ( | ||||||||||
| Balance as of end of period: | $ | $ | |||||||||
The Company’s acquired intangible assets are summarized as follows (in thousands):
| As of March 31, 2023 | As of December 31, 2022 | ||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Trade name and other | ( | ( | |||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains “forward-looking statements” relating to Encore Capital Group, Inc. (“Encore”) and its subsidiaries (which we may collectively refer to as the “Company,” “we,” “our” or “us”) within the meaning of the securities laws. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” “intend,” “plan,” “will,” “may,” and similar expressions often characterize forward-looking statements. These statements may include, but are not limited to, projections of collections, revenues, income or loss, estimates of capital expenditures, plans for future operations, products or services, and financing needs or plans, as well as assumptions relating to these matters. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we caution that these expectations or predictions may not prove to be correct or we may not achieve the financial results, savings, or other benefits anticipated in the forward-looking statements. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties, some of which may be beyond our control or cannot be predicted or quantified, that could cause actual results to differ materially from those suggested by the forward-looking statements. Many factors including, but not limited to, those set forth in our Annual Report on Form 10-K under “Part I, Item 1A—Risk Factors” could cause our actual results, performance, achievements, or industry results to be very different from the results, performance, achievements or industry results expressed or implied by these forward-looking statements. Our business, financial condition, or results of operations could also be materially and adversely affected by other factors besides those listed. Forward-looking statements speak only as of the date the statements were made. We do not undertake any obligation to update or revise any forward-looking statements to reflect new information or future events, or for any other reason, even if experience or future events make it clear that any expected results expressed or implied by these forward-looking statements will not be realized. In addition, it is generally our policy not to make any specific projections as to future earnings, and we do not endorse projections regarding future performance that may be made by third parties.
Our Business
We are an international specialty finance company providing debt recovery solutions and other related services for consumers across a broad range of financial assets. We purchase portfolios of defaulted consumer receivables at deep discounts to face value and manage them by working with individuals as they repay their obligations and work toward financial recovery. Defaulted receivables are consumers’ unpaid financial commitments to credit originators, including banks, credit unions, consumer finance companies and commercial retailers. Defaulted receivables may also include receivables subject to bankruptcy proceedings. We also provide debt servicing and other portfolio management services to credit originators for non-performing loans in Europe.
Encore Capital Group, Inc. (“Encore”) has three business units: MCM, which consists of Midland Credit Management, Inc. and its subsidiaries and domestic affiliates; Cabot, which consists of Cabot Credit Management Limited (“CCM”) and its subsidiaries and European affiliates, and LAAP, which is comprised of our investments and operations in Latin America and Asia-Pacific.
MCM (United States)
Through MCM, we are a market leader in portfolio purchasing and recovery in the United States.
Cabot (Europe)
Through Cabot, we are one of the largest credit management services providers in Europe and the United Kingdom. Cabot, in addition to its primary business of portfolio purchasing and recovery, also provides a range of debt servicing offerings such as early stage collections, business process outsourcing (“BPO”), and contingent collections, including through Wescot Credit Services Limited (“Wescot”), a leading UK contingency debt collection and BPO services company.
LAAP (Latin America and Asia-Pacific)
We have purchased non-performing loans in Mexico. Additionally, we have invested in Encore Asset Reconstruction Company (“EARC”) in India.
To date, operating results from LAAP have not been significant to our total consolidated operating results. Our long-term growth strategy is focused on continuing to invest in our core portfolio purchasing and recovery business in the United States and United Kingdom and strengthening and developing our business in the rest of Europe.
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Government Regulation
MCM (United States)
As discussed in more detail under “Part I - Item 1 - Business - Government Regulation” contained in our Annual Report on Form 10-K, our operations in the United States are subject to federal, state and municipal statutes, rules, regulations and ordinances that establish specific guidelines and procedures that debt purchasers and collectors must follow when collecting consumer accounts, including among others, specific guidelines and procedures for communicating with consumers and prohibitions on unfair, deceptive or abusive debt collection practices.
Cabot (Europe)
As discussed in more detail under “Part I - Item 1 - Business - Government Regulation” contained in our Annual Report on Form 10-K, our operations in Europe are affected by foreign statutes, rules and regulations regarding debt collection and debt purchase activities. These statutes, rules, regulations, ordinances, guidelines and procedures are modified from time to time by the relevant authorities charged with their administration, which could affect the way we conduct our business.
Portfolio Purchasing and Recovery
MCM (United States)
In the United States, the defaulted consumer receivable portfolios we purchase are primarily charged-off credit card debt portfolios. A small percentage of our capital deployment in the United States is comprised of receivable portfolios subject to Chapter 13 and Chapter 7 bankruptcy proceedings.
We purchase receivables based on robust, account-level valuation methods and employ proprietary statistical and behavioral models across our U.S. operations. These methods and models allow us to value portfolios accurately (limiting the risk of overpaying), avoid buying portfolios that are incompatible with our methods or strategies and align the accounts we purchase with our business channels to maximize future collections. As a result, we have been able to realize significant returns from the receivables we acquire. We maintain strong relationships with many of the largest financial service providers in the United States.
Cabot (Europe)
In Europe, our purchased under-performing debt portfolios primarily consist of paying and non-paying consumer loan accounts. We also purchase: (1) portfolios that are in insolvency status, in particular, individual voluntary arrangements; and (2) non-performing secured mortgage portfolios and real estate assets previously securing mortgage portfolios. When we take possession of the underlying real estate assets or purchase real estate assets, we refer to those as real estate-owned assets, or REO assets.
We purchase paying and non-paying receivable portfolios using a proprietary pricing model that utilizes account-level statistical and behavioral data. This model allows us to value portfolios accurately and quantify portfolio performance in order to maximize future collections. As a result, we have been able to realize significant returns from the assets we have acquired. We maintain strong relationships with many of the largest financial services providers in the United Kingdom.
Purchases and Collections
Portfolio Pricing, Supply and Demand
MCM (United States)
With lending surpassing pre-pandemic levels and with rising delinquency rates, we have seen an increase in supply. Issuers have continued to sell predominantly fresh portfolios. Fresh portfolios are portfolios that are generally sold within six months of the consumer’s account being charged-off by the financial institution. Pricing in the first quarter continued to improve as a result of increased supply. Issuers continue to sell their volume in mostly forward flow arrangements that are often committed early in the calendar year. We believe continued growth in lending and/or rising delinquency rates or charge-off rates will drive continued growth in supply.
We believe that smaller competitors continue to face difficulties in the portfolio purchasing market because of the high cost to operate due to regulatory pressure and increasing cost of capital. We believe this favors larger participants, like MCM, because the larger market participants are better able to adapt to these pressures and commit to larger forward flow agreements and fluctuating volumes.
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Cabot (Europe)
The UK market for charged-off portfolios prior to the COVID-19 pandemic generally provided a relatively consistent pipeline of opportunities, despite a historically low level of charge-off rates, as creditors have embedded debt sales as an integral part of their business models and consumer indebtedness has continued to grow since the financial crisis. An increasing amount of volume is sold in multi-year forward flow arrangements.
The Spanish debt market continues to be one of the largest in Europe with significant debt sales activity, and an expectation of a significant amount of debt to be sold and serviced in the future. Additionally, financial institutions continue to experience both market and regulatory pressure to dispose of non-performing loans, which should continue to provide debt purchasing opportunities in Spain.
Banks decreased portfolio sales at the beginning of the COVID-19 pandemic in order to focus on customers’ needs. While we have seen a resumption of sales activity across many of our European markets, underlying default rates are generally low by historic levels, and sales levels are expected to fluctuate from quarter to quarter. In general, supply remains below pre-pandemic levels while portfolio pricing remains competitive across our European footprint.
Purchases by Geographic Location
The following table summarizes purchases of receivable portfolios by geographic location during the periods presented (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| MCM (United States) | $ | 213,452 | $ | 94,309 | |||||||
| Cabot (Europe) | 62,979 | 75,196 | |||||||||
| Total purchases of receivable portfolios | $ | 276,431 | $ | 169,505 | |||||||
In the United States, capital deployment increased significantly during the three months ended March 31, 2023, as compared to the corresponding period in the prior year. The majority of our deployments in the U.S. come from forward flow agreements, and the timing, contract duration, and volumes for each contract can fluctuate leading to variation when comparing to prior periods. Portfolio purchases in the U.S. were robust as supply increased and pricing improved.
In Europe, capital deployment decreased during the three months ended March 31, 2023, as compared to the corresponding period in the prior year. The decrease was primarily due to the unfavorable impact from foreign currency translation driven by the strengthening of the U.S. dollar against the British Pound. Pricing remains competitive in Europe and as a result purchases were limited.
During the three months ended March 31, 2023 and 2022, we also invested $22.6 million and $12.4 million in REO assets, respectively.
Collections from Purchased Receivables by Channel and Geographic Location
We utilize three channels for the collection of our purchased receivables: call center and digital collections; legal collections; and collection agencies. The call center and digital collections channel consists of collections that result from our call centers, direct mail program and online collections. The legal collections channel consists of collections that result from our internal legal channel or from our network of retained law firms. The collection agencies channel consists of collections from third-party collections agencies to whom we pay a fee or commission. We utilize this channel to supplement capacity in our internal call centers, to service accounts in regions where we do not have collections operations or for accounts purchased where we maintain the collection agency servicing relationship. The following table summarizes the total collections by collection channel and geographic area during the periods presented (in thousands):
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| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| MCM (United States): | |||||||||||
| Call center and digital collections | $ | 191,105 | $ | 215,624 | |||||||
| Legal collections | 137,511 | 154,500 | |||||||||
| Collection agencies | 54 | 488 | |||||||||
| Subtotal | 328,670 | 370,612 | |||||||||
| Cabot (Europe): | |||||||||||
| Call center and digital collections | 56,998 | 54,453 | |||||||||
| Legal collections | 43,709 | 52,513 | |||||||||
| Collection agencies | 32,081 | 40,880 | |||||||||
| Subtotal | 132,788 | 147,846 | |||||||||
| Other geographies: | 898 | 956 | |||||||||
| Total collections from purchased receivables | $ | 462,356 | $ | 519,414 | |||||||
Gross collections from purchased receivables decreased by $57.1 million, or 11.0%, to $462.4 million during the three months ended March 31, 2023, as compared to $519.4 million during the three months ended March 31, 2022. The decrease in collections in the United States was primarily a result of lower purchasing volumes in recent periods due to the COVID-19 pandemic. The decrease was also a result of a high level of collections in the year ago period resulting from changes in consumer behavior during the COVID-19 pandemic, which we believe have now normalized. The decrease in collections from purchased receivables in Europe was primarily due to the unfavorable impact from foreign currency translation, driven by the strengthening of the U.S. dollar against the British Pound. Court closures in Spain resulting from labor unrest also had an impact on collections for the quarter.
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Results of Operations
Results of operations, in dollars and as a percentage of total revenues, were as follows for the periods presented (in thousands, except percentages):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Revenue from receivable portfolios | $ | 295,674 | 94.6 | % | $ | 304,105 | 60.8 | % | |||||||||||||||
| Changes in recoveries | (9,501) | (3.1) | % | 167,223 | 33.5 | % | |||||||||||||||||
| Total debt purchasing revenue | 286,173 | 91.5 | % | 471,328 | 94.3 | % | |||||||||||||||||
| Servicing revenue | 22,585 | 7.2 | % | 26,146 | 5.2 | % | |||||||||||||||||
| Other revenues | 3,872 | 1.3 | % | 2,208 | 0.5 | % | |||||||||||||||||
| Total revenues | 312,630 | 100.0 | % | 499,682 | 100.0 | % | |||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Salaries and employee benefits | 103,850 | 33.2 | % | 96,956 | 19.4 | % | |||||||||||||||||
| Cost of legal collections | 54,101 | 17.4 | % | 55,717 | 11.2 | % | |||||||||||||||||
| General and administrative expenses | 37,965 | 12.1 | % | 33,534 | 6.7 | % | |||||||||||||||||
| Other operating expenses | 27,556 | 8.8 | % | 27,027 | 5.4 | % | |||||||||||||||||
| Collection agency commissions | 8,150 | 2.6 | % | 9,605 | 1.9 | % | |||||||||||||||||
| Depreciation and amortization | 10,870 | 3.5 | % | 11,829 | 2.4 | % | |||||||||||||||||
| Total operating expenses | 242,492 | 77.6 | % | 234,668 | 47.0 | % | |||||||||||||||||
| Income from operations | 70,138 | 22.4 | % | 265,014 | 53.0 | % | |||||||||||||||||
| Other expense | |||||||||||||||||||||||
| Interest expense | (46,835) | (15.0) | % | (34,633) | (6.9) | % | |||||||||||||||||
| Other income, net | 1,732 | 0.6 | % | 392 | 0.1 | % | |||||||||||||||||
| Total other expense | (45,103) | (14.4) | % | (34,241) | (6.8) | % | |||||||||||||||||
| Income before income taxes | 25,035 | 8.0 | % | 230,773 | 46.2 | % | |||||||||||||||||
| Provision for income taxes | (6,409) | (2.0) | % | (55,024) | (11.0) | % | |||||||||||||||||
| Net income | $ | 18,626 | 6.0 | % | $ | 175,749 | 35.2 | % | |||||||||||||||
Comparison of Results of Operations
Revenues
Our revenues primarily include debt purchasing revenue, which is revenue recognized from engaging in debt purchasing and recovery activities. We apply our charge-off policy and fully write-off the amortized costs (i.e., face value net of noncredit discount) of the individual receivables we acquire immediately after purchasing the portfolio. We then record a negative allowance that represents the present value of all expected future recoveries for pools of receivables that share similar risk characteristics using a discounted cash flow approach, which is presented as “Investment in receivable portfolios, net” in our condensed consolidated statements of financial condition. The discount rate is an effective interest rate (or “purchase EIR”) established based on the purchase price of the portfolio and the expected future cash flows at the time of purchase.
Debt purchasing revenue includes two components:
(1) Revenue from receivable portfolios, which is the accretion of the discount on the negative allowance due to the passage of time (generally the portfolio balance multiplied by the EIR) and also includes all revenue from zero basis portfolio (“ZBA”) collections, and
(2) Changes in recoveries, which includes
(a) Recoveries above or below forecast, which is the difference between (i) actual cash collected/recovered during the current period and (ii) expected cash recoveries for the current period, which generally represents over or under performance for the period; and
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(b) Changes in expected future recoveries, which is the present value change of expected future recoveries, where such change generally results from (i) collections “pulled forward from” or “pushed out to” future periods (i.e. amounts either collected early or expected to be collected later) and (ii) magnitude and timing changes to estimates of expected future collections (which can be increases or decreases).
Certain pools already fully recovered their cost basis and became zero basis portfolios (“ZBA”) prior to our adoption of the accounting standard for Financial Instruments - Credit Losses (“CECL”) in January 2020. We did not establish a negative allowance for these pools as we elected the Transition Resource Group for Credit Losses’ practical expedient to retain the integrity of these legacy pools. Similar to how we treated ZBA collections prior to the adoption of CECL, all subsequent collections to the ZBA pools are recognized as ZBA revenue, which is included in revenue from receivable portfolios in our condensed consolidated statements of income.
Servicing revenue consists primarily of fee-based income earned on accounts collected on behalf of others, primarily credit originators. We earn fee-based income by providing debt servicing (such as early stage collections, BPO, contingent collections, trace services and litigation activities) to credit originators for non-performing loans in Europe.
Other revenues primarily include revenues recognized from the sale of real estate assets that are acquired as a result of our investments in non-performing secured residential mortgage portfolios and real estate assets in Europe and LAAP.
The following table summarizes revenues for the periods presented (in thousands, except percentages):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2022 | $ Change | % Increase (decrease) | ||||||||||||||||||||
| Revenue recognized from portfolio basis | $ | 288,390 | $ | 295,121 | $ | (6,731) | (2.3) | % | |||||||||||||||
| ZBA revenue | 7,284 | 8,984 | (1,700) | (18.9) | % | ||||||||||||||||||
| Revenue from receivable portfolios | 295,674 | 304,105 | (8,431) | (2.8) | % | ||||||||||||||||||
| Recoveries (below) above forecast | (15,358) | 46,352 | (61,710) | (133.1) | % | ||||||||||||||||||
| Changes in expected future recoveries | 5,857 | 120,871 | (115,014) | (95.2) | % | ||||||||||||||||||
| Changes in recoveries | (9,501) | 167,223 | (176,724) | (105.7) | % | ||||||||||||||||||
| Debt purchasing revenue | 286,173 | 471,328 | (185,155) | (39.3) | % | ||||||||||||||||||
| Servicing revenue | 22,585 | 26,146 | (3,561) | (13.6) | % | ||||||||||||||||||
| Other revenues | 3,872 | 2,208 | 1,664 | 75.4 | % | ||||||||||||||||||
| Total revenues | $ | 312,630 | $ | 499,682 | $ | (187,052) | (37.4) | % | |||||||||||||||
Our operating results are impacted by foreign currency translation, which represents the effect of translating operating results where the functional currency is different than our U.S. dollar reporting currency. The strengthening of the U.S. dollar relative to other foreign currencies has an unfavorable impact on our international revenues, and the weakening of the U.S. dollar relative to other foreign currencies has a favorable impact on our international revenues. Our revenues were unfavorably impacted by foreign currency translation, primarily as a result of the strengthening of the U.S. dollar against the British Pound by 10.4% during the three months ended March 31, 2023, compared to the three months ended March 31, 2022.
The decrease in revenue recognized from portfolio basis during the three months ended March 31, 2023, as compared to the three months ended March 31, 2022, other than resulting from the unfavorable impact from foreign currency translation discussed above, was primarily due to a lower portfolio basis (i.e., a lower investment in receivable balance) driven by a lower volume of purchases in recent periods.
As discussed above, ZBA revenue represents collections from our legacy ZBA pools. We expect our ZBA revenue to continue to decline as we collect on these legacy pools. We do not expect to have new ZBA pools in the future.
Recoveries above or below forecast represent over and under-performance in the reporting period, respectively. Collections during the three months ended March 31, 2023, under-performed the forecasted collections by approximately $15.4 million. The under-performance was primarily attributable to shifts in the timing of collections for recent U.S. vintages as consumers transitioned back to more normalized payment behavior. The under-performance was also partly due to court closures in Spain resulting from labor unrest in the court system.
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When reassessing the forecasts of expected lifetime recoveries during the three months ended March 31, 2023, management considered, among other factors, historical and current collection performance, changes in consumer behavior, and the macroeconomic environment and believes that forecasted collections for certain static pools resulted in increased total expected recoveries. As a result, we have updated our forecast, resulting in changes in timing and amount of total estimated remaining collections which in turn, when discounted to present value, resulted in a net positive change in expected future recoveries of approximately $5.9 million during the three months ended March 31, 2023. During the three months ended March 31, 2022, the Company recorded approximately $120.9 million in net positive change in expected future period recoveries as a result of reforecasting its expected future recoveries based on the pandemic-related consumer behavior observed at that time.
The following tables summarize collections from purchased receivables, revenue from receivable portfolios, end of period receivable balance and other related supplemental data, by year of purchase (in thousands, except percentages):
| Three Months Ended March 31, 2023 | As of March 31, 2023 | ||||||||||||||||||||||||||||
| Collections | Revenue from Receivable Portfolios | Changes in Recoveries | Investment in Receivable Portfolios | Monthly EIR | |||||||||||||||||||||||||
| United States: | |||||||||||||||||||||||||||||
| ZBA | $ | 7,282 | $ | 7,282 | $ | — | $ | — | — | % | |||||||||||||||||||
| 2011 | 3,369 | 3,456 | (270) | 1,142 | 88.6 | % | |||||||||||||||||||||||
| 2012 | 4,268 | 3,788 | 236 | 2,846 | 42.0 | % | |||||||||||||||||||||||
| 2013 | 9,091 | 8,958 | (232) | 7,036 | 40.5 | % | |||||||||||||||||||||||
| 2014 | 5,068 | 3,807 | 223 | 18,309 | 6.7 | % | |||||||||||||||||||||||
| 2015 | 5,391 | 3,019 | 307 | 24,302 | 3.9 | % | |||||||||||||||||||||||
| 2016 | 9,909 | 5,628 | 388 | 42,713 | 4.1 | % | |||||||||||||||||||||||
| 2017 | 17,050 | 10,094 | 1,523 | 57,095 | 5.5 | % | |||||||||||||||||||||||
| 2018 | 26,778 | 14,792 | (1,590) | 115,323 | 4.0 | % | |||||||||||||||||||||||
| 2019 | 49,207 | 26,266 | 1,932 | 215,788 | 3.8 | % | |||||||||||||||||||||||
| 2020 | 58,497 | 30,246 | 1,290 | 254,268 | 3.7 | % | |||||||||||||||||||||||
| 2021 | 54,488 | 31,920 | (3,395) | 254,059 | 3.9 | % | |||||||||||||||||||||||
| 2022 | 70,880 | 49,136 | (8,799) | 510,213 | 3.1 | % | |||||||||||||||||||||||
| 2023 | 7,392 | 6,182 | 4,031 | 216,193 | 2.9 | % | |||||||||||||||||||||||
| Subtotal | 328,670 | 204,574 | (4,356) | 1,719,287 | 3.9 | % | |||||||||||||||||||||||
| Europe: | |||||||||||||||||||||||||||||
| ZBA | 2 | 2 | — | — | — | % | |||||||||||||||||||||||
| 2013 | 15,407 | 13,229 | (896) | 136,996 | 3.2 | % | |||||||||||||||||||||||
| 2014 | 13,830 | 11,400 | (430) | 127,413 | 3.0 | % | |||||||||||||||||||||||
| 2015 | 8,701 | 6,980 | (721) | 94,781 | 2.5 | % | |||||||||||||||||||||||
2016(1) | 9,347 | 6,548 | (314) | 79,759 | 2.8 | % | |||||||||||||||||||||||
| 2017 | 13,114 | 7,757 | (693) | 134,957 | 1.9 | % | |||||||||||||||||||||||
| 2018 | 11,960 | 8,320 | (2,564) | 176,504 | 1.6 | % | |||||||||||||||||||||||
| 2019 | 13,885 | 8,258 | (1,317) | 144,718 | 1.9 | % | |||||||||||||||||||||||
| 2020 | 10,359 | 6,215 | 272 | 91,109 | 2.2 | % | |||||||||||||||||||||||
| 2021 | 16,079 | 10,495 | (344) | 186,092 | 1.9 | % | |||||||||||||||||||||||
| 2022 | 17,432 | 10,582 | 621 | 225,140 | 1.6 | % | |||||||||||||||||||||||
| 2023 | 2,672 | 1,314 | 1,241 | 64,047 | 1.2 | % | |||||||||||||||||||||||
| Subtotal | 132,788 | 91,100 | (5,145) | 1,461,516 | 2.1 | % | |||||||||||||||||||||||
Other geographies:(2) | |||||||||||||||||||||||||||||
| All vintages | 898 | — | — | 33,989 | — | % | |||||||||||||||||||||||
| Subtotal | 898 | — | — | 33,989 | — | % | |||||||||||||||||||||||
| Total | $ | 462,356 | $ | 295,674 | $ | (9,501) | $ | 3,214,792 | 3.0 | % | |||||||||||||||||||
_______________________
(1)Portfolio balance includes non-accrual pool groups. The EIR presented is only for pool groups that accrete portfolio revenue.
(2)All portfolios are on non-accrual basis. Annual pool groups for other geographies have been aggregated for disclosure purposes.
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| Three Months Ended March 31, 2022 | As of March 31, 2022 | ||||||||||||||||||||||||||||
| Collections | Revenue from Receivable Portfolios | Changes in Recoveries | Investment in Receivable Portfolios | Monthly EIR | |||||||||||||||||||||||||
| United States: | |||||||||||||||||||||||||||||
| ZBA | $ | 8,971 | $ | 8,971 | $ | — | $ | — | — | % | |||||||||||||||||||
| 2011 | 5,327 | 3,901 | 1,535 | 1,628 | 88.6 | % | |||||||||||||||||||||||
| 2012 | 5,407 | 3,812 | 2,121 | 3,574 | 42.0 | % | |||||||||||||||||||||||
| 2013 | 12,639 | 12,072 | 518 | 9,902 | 40.5 | % | |||||||||||||||||||||||
| 2014 | 7,064 | 4,508 | 1,077 | 21,441 | 6.7 | % | |||||||||||||||||||||||
| 2015 | 7,347 | 4,180 | (2,322) | 31,052 | 3.9 | % | |||||||||||||||||||||||
| 2016 | 15,549 | 7,987 | 2,898 | 61,928 | 4.1 | % | |||||||||||||||||||||||
| 2017 | 26,169 | 14,503 | 9,174 | 89,641 | 5.5 | % | |||||||||||||||||||||||
| 2018 | 44,029 | 19,070 | 33,676 | 178,972 | 3.9 | % | |||||||||||||||||||||||
| 2019 | 76,960 | 33,420 | 62,112 | 319,745 | 3.8 | % | |||||||||||||||||||||||
| 2020 | 91,638 | 38,893 | 61,930 | 369,878 | 3.7 | % | |||||||||||||||||||||||
| 2021 | 65,474 | 44,241 | (929) | 358,537 | 3.9 | % | |||||||||||||||||||||||
| 2022 | 4,038 | 3,682 | 2,534 | 96,431 | 3.6 | % | |||||||||||||||||||||||
| Subtotal | 370,612 | 199,240 | 174,324 | 1,542,729 | 4.4 | % | |||||||||||||||||||||||
| Europe: | |||||||||||||||||||||||||||||
| ZBA | 13 | 13 | — | — | — | % | |||||||||||||||||||||||
| 2013 | 19,465 | 16,971 | (1,938) | 167,707 | 3.2 | % | |||||||||||||||||||||||
| 2014 | 18,277 | 13,861 | (1,267) | 147,268 | 3.0 | % | |||||||||||||||||||||||
| 2015 | 11,770 | 8,567 | (1,350) | 113,730 | 2.4 | % | |||||||||||||||||||||||
2016(1) | 10,800 | 8,561 | (1,473) | 100,499 | 2.8 | % | |||||||||||||||||||||||
| 2017 | 17,214 | 11,379 | (2,332) | 193,534 | 1.9 | % | |||||||||||||||||||||||
| 2018 | 17,478 | 11,289 | (1,308) | 232,240 | 1.6 | % | |||||||||||||||||||||||
| 2019 | 18,580 | 10,721 | 590 | 185,357 | 1.8 | % | |||||||||||||||||||||||
| 2020 | 13,224 | 7,882 | 2,600 | 112,863 | 2.3 | % | |||||||||||||||||||||||
| 2021 | 18,057 | 13,195 | (1,353) | 228,117 | 1.9 | % | |||||||||||||||||||||||
| 2022 | 2,968 | 2,426 | 730 | 73,854 | 1.9 | % | |||||||||||||||||||||||
| Subtotal | 147,846 | 104,865 | (7,101) | 1,555,169 | 2.2 | % | |||||||||||||||||||||||
Other geographies:(2) | |||||||||||||||||||||||||||||
| All vintages | 956 | — | — | 39,488 | — | % | |||||||||||||||||||||||
| Subtotal | 956 | — | — | 39,488 | — | % | |||||||||||||||||||||||
| Total | $ | 519,414 | $ | 304,105 | $ | 167,223 | $ | 3,137,386 | 3.3 | % | |||||||||||||||||||
(1)Portfolio balance includes non-accrual pool groups. The EIR presented is only for pool groups that accrete portfolio revenue.
(2)Annual pool groups for other geographies have been aggregated for disclosure purposes.
Servicing revenues during the three months ended March 31, 2023 decreased as compared to servicing revenues during the three months ended March 31, 2022. The decrease was primarily attributable to the unfavorable impact of foreign currency translation of $2.4 million, which was primarily the result of the strengthening of the U.S. dollar against the British Pound and reduced service demand from BPO clients of approximately $0.8 million.
Other revenues increased during the three months ended March 31, 2023 as compared to the three months ended March 31, 2022, primarily driven by the increased sale of real estate assets of $1.8 million, the increase was partially offset by the unfavorable impact of foreign currency translation of $0.2 million, which was driven by the strengthening of the U.S. dollar against the British Pound and Euro.
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Operating Expenses
The following table summarizes operating expenses for the periods presented (in thousands, except percentages):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2022 | $ Change | % Change | ||||||||||||||||||||
| Salaries and employee benefits | $ | 103,850 | $ | 96,956 | $ | 6,894 | 7.1 | % | |||||||||||||||
| Cost of legal collections | 54,101 | 55,717 | (1,616) | (2.9) | % | ||||||||||||||||||
| General and administrative expenses | 37,965 | 33,534 | 4,431 | 13.2 | % | ||||||||||||||||||
| Other operating expenses | 27,556 | 27,027 | 529 | 2.0 | % | ||||||||||||||||||
| Collection agency commissions | 8,150 | 9,605 | (1,455) | (15.1) | % | ||||||||||||||||||
| Depreciation and amortization | 10,870 | 11,829 | (959) | (8.1) | % | ||||||||||||||||||
| Total operating expenses | $ | 242,492 | $ | 234,668 | $ | 7,824 | 3.3 | % | |||||||||||||||
Our operating results are impacted by foreign currency translation, which represents the effect of translating operating results where the functional currency is different than our U.S. dollar reporting currency. The strengthening of the U.S. dollar relative to other foreign currencies has a favorable impact on our international operating expenses, and the weakening of the U.S. dollar relative to other foreign currencies has an unfavorable impact on our international operating expenses. Our operating expenses were favorably impacted by foreign currency translation, primarily as a result of the strengthening of the U.S. dollar against the British Pound by approximately 10.4% for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022.
Operating expenses are explained in more detail as follows:
Salaries and Employee Benefits
The increase in salaries and employee benefits during the three months ended March 31, 2023, as compared to the three months ended March 31, 2022, was primarily due to the following reasons:
•Increase in overall headcount;
•Costs relating to headcount reductions in Europe of approximately $6.1 million; and
•The increase was partially offset by favorable impact of foreign currency translation of $5.1 million, primarily by the strengthening of the U.S. dollar against the British Pound;
Cost of Legal Collections
Cost of legal collections is primarily contingent fees paid to our external network of attorneys and the cost of litigation. We pursue legal collections using a network of attorneys that specialize in collection matters and through our internal legal channel. Under the agreements with our contracted attorneys, we advance certain out-of-pocket court costs. Cost of legal collections does not include internal legal channel employee costs, which are included in salaries and employee benefits in our condensed consolidated statements of income.
The following table summarizes our cost of legal collections during the periods presented (in thousands, except percentages):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2022 | $ Change | % Change | ||||||||||||||||||||
| Court costs | $ | 30,017 | $ | 30,836 | $ | (819) | (2.7) | % | |||||||||||||||
| Legal collection fees | 24,084 | 24,881 | (797) | (3.2) | % | ||||||||||||||||||
| Total cost of legal collections | $ | 54,101 | $ | 55,717 | $ | (1,616) | (2.9) | % | |||||||||||||||
The decrease of cost of legal collections during the three months ended March 31, 2023, as compared to the three months ended March 31, 2022, was primarily due to favorable impact of foreign currency translation of approximately $1.1 million, driven by the strengthening of the U.S. dollar against the British Pound.
General and Administrative Expenses
The increase in general and administrative expense during the three months ended March 31, 2023, compared to the three months ended March 31, 2022, was primarily due to increased costs associated with consulting fees and legal fees of
30
approximately $4.0 million. The increase was partially offset by the favorable impact of foreign currency translation of approximately $1.2 million, driven by the strengthening of the U.S. dollar against the British Pound.
Other Operating Expenses
Other operating expenses remained relatively consistent during the three months ended March 31, 2023 as compared to the three months ended March 31, 2022. There has been a small favorable impact of foreign currency translation of approximately $0.6 million to other operating expenses during the three months ended March 31, 2023, driven by the strengthening of the U.S. dollar against the British Pound.
Collection Agency Commissions
Collection agency commissions are commissions paid to third-party collection agencies. Collections through the collections agencies channel are predominately in Europe and vary from period to period depending on, among other things, the number of accounts placed with an agency versus accounts collected internally. Commission rates vary depending on, among other things, the amount of time that has passed since the charge-off of the accounts placed with an agency, the asset class, and the geographic location of the receivables. Generally, freshly charged-off accounts have a lower commission rate than accounts that have been charged off for a longer period of time, and commission rates for purchased bankruptcy portfolios are lower than the commission rates for charged-off credit card accounts.
Depreciation and Amortization
The decrease in depreciation and amortization expense during the three months ended March 31, 2023, as compared to the three months ended March 31, 2022, was primarily due to the favorable impact of foreign currency translation of approximately $0.5 million, driven by the strengthening of the U.S. dollar against the British Pound.
Interest Expense
The following table summarizes our interest expense for the periods presented (in thousands, except percentages):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2022 | $ Change | % Change | ||||||||||||||||||||
| Stated interest on debt obligations | $ | 42,241 | $ | 30,437 | $ | 11,804 | 38.8 | % | |||||||||||||||
| Amortization of debt issuance costs | 4,244 | 3,851 | 393 | 10.2 | % | ||||||||||||||||||
Amortization of debt discount | 350 | 345 | 5 | 1.4 | % | ||||||||||||||||||
| Total interest expense | $ | 46,835 | $ | 34,633 | $ | 12,202 | 35.2 | % | |||||||||||||||
The increase in interest expense during the three months ended March 31, 2023, compared to the three months ended March 31, 2022, were primarily due to the following reasons:
•The effect resulting from rising interest rates of approximately $9.8 million;
•The effect resulting from increased average debt balance of approximately $1.0 million;
•The increase was partially offset by the favorable impact of foreign currency translation of approximately $1.9 million, primarily by the strengthening of the U.S. dollar against the British Pound and Euro.
Other Income, net of Other Expense
Other income or expense consists primarily of foreign currency exchange gains or losses, interest income, and gains or losses recognized on certain transactions outside of our normal course of business. Other income was $1.7 million and $0.4 million during the three months ended March 31, 2023 and 2022, respectively.
Provision for Income Taxes
Provision for income taxes and effective tax rate are as follows for the periods presented ($ in thousands):
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Provision for income taxes | $ | 6,409 | $ | 55,024 | |||||||
| Effective tax rate | 25.6 | % | 23.8 | % | |||||||
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For the three months ended March 31, 2023, the difference between our effective tax rate and the federal statutory rate was primarily due to the provision for state income taxes offset by other foreign adjustments. For the three months ended March 31, 2022, the difference between our effective tax rate and the federal statutory rate was primarily due to the provision for state income taxes and the proportion of income earned in higher tax rate jurisdictions compared to lower tax rate jurisdictions.
Non-GAAP Disclosure
In addition to the financial information prepared in conformity with Generally Accepted Accounting Principles (“GAAP”), we provide historical non-GAAP financial information. Management believes that the presentation of such non-GAAP financial information is meaningful and useful in understanding the activities and business metrics of our operations. Management believes that these non-GAAP financial measures reflect an additional way of viewing aspects of our business that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business.
Management believes that the presentation of these measures provides investors with greater transparency and facilitates comparison of operating results across a broad spectrum of companies with varying capital structures, compensation strategies, derivative instruments, and amortization methods, which provide a more complete understanding of our financial performance, competitive position, and prospects for the future. Readers should consider the information in addition to, but not instead of, our financial statements prepared in accordance with GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of these measures for comparative purposes.
Adjusted EBITDA. Management utilizes adjusted EBITDA (defined as net income before interest income and expense, taxes, depreciation and amortization, stock-based compensation expenses, acquisition, integration and restructuring related expenses, and other charges or gains that are not indicative of ongoing operations), in the evaluation of our operating performance. Adjusted EBITDA for the periods presented is as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| GAAP net income, as reported | $ | 18,626 | $ | 175,749 | |||||||
| Adjustments: | |||||||||||
| Interest expense | 46,835 | 34,633 | |||||||||
| Interest income | (944) | (437) | |||||||||
| Provision for income taxes | 6,409 | 55,024 | |||||||||
| Depreciation and amortization | 10,870 | 11,829 | |||||||||
| Stock-based compensation expense | 4,052 | 3,921 | |||||||||
Acquisition, integration and restructuring related expenses(1) | 5,526 | 679 | |||||||||
| Adjusted EBITDA | $ | 91,374 | $ | 281,398 | |||||||
Collections applied to principal balance(2) | $ | 182,981 | $ | 53,567 | |||||||
________________________
(1)Amount represents acquisition, integration and restructuring related expenses. We adjust for this amount because we believe these expenses are not indicative of ongoing operations; therefore, adjusting for these expenses enhances comparability to prior periods, anticipated future periods, and our competitors’ results. For the three months ended March 31, 2023 amount represents costs related to headcount reductions in Europe. The remainder of the costs relating to the headcount reductions in Europe are included in stock-based compensation expense.
(2)Collections applied to principal balance is calculated in the table below:
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Collections applied to investment in receivable portfolios, net | $ | 166,682 | $ | 215,309 | |||||||
| Less: Changes in recoveries | 9,501 | (167,223) | |||||||||
| REO proceeds applied to basis | 6,798 | 5,481 | |||||||||
| Collections applied to principal balance | $ | 182,981 | $ | 53,567 | |||||||
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Supplemental Performance Data
The tables included in this supplemental performance data section include detail for purchases, collections and ERC by year of purchase.
Our collection expectations are based on account characteristics and economic variables. Additional adjustments are made to account for qualitative factors that may affect the payment behavior of our consumers and servicing related adjustments to ensure our collection expectations are aligned with our operations. We continue to refine our process of forecasting collections both domestically and internationally with a focus on operational enhancements. Our collection expectations vary between types of portfolio and geographic location. For example, in the U.K., due to the higher concentration of payment plans, as compared to the U.S. and other locations in Europe, we expect to receive streams of collections over longer periods of time. As a result, past performance of pools in certain geographic locations or of certain types of portfolio are not necessarily a suitable indicator of future results in other locations or for other types of portfolio.
The supplemental performance data presented in this section is impacted by foreign currency translation, which represents the effect of translating financial results where the functional currency of our foreign subsidiary is different than our U.S. dollar reporting currency. For example, the strengthening of the U.S. dollar relative to other foreign currencies has an unfavorable reporting impact on our international purchases, collections, and ERC, and the weakening of the U.S. dollar relative to other foreign currencies has a favorable impact on our international purchases, collections, and ERC.
We utilize proprietary forecasting models to continuously evaluate the economic life of each pool.
33
Cumulative Collections Money Multiple - Cumulative Collections from Purchased Receivables to Purchase Price Multiple
The following table summarizes our receivable purchases, related gross collections, and cumulative collections money multiples (in thousands, except multiples):
| Year of Purchase | Purchase Price(1) | Cumulative Collections through March 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| <2014 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | Total(2) | CCMM(3) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| United States: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| <2014 | $ | 3,244,415 | $ | 6,065,954 | $ | 1,048,635 | $ | 768,510 | $ | 523,386 | $ | 377,466 | $ | 277,776 | $ | 221,292 | $ | 169,334 | $ | 152,031 | $ | 115,602 | $ | 24,010 | $ | 9,743,996 | 3.0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2014 | 517,646 | — | 144,178 | 307,814 | 216,357 | 142,147 | 94,929 | 69,059 | 47,628 | 34,896 | 25,212 | 5,068 | 1,087,288 | 2.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2015 | 499,049 | — | — | 105,610 | 231,102 | 186,391 | 125,673 | 85,042 | 64,133 | 42,774 | 25,655 | 5,391 | 871,771 | 1.7 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2016 | 553,060 | — | — | — | 110,875 | 283,035 | 234,690 | 159,279 | 116,452 | 87,717 | 51,650 | 9,909 | 1,053,607 | 1.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2017 | 527,708 | — | — | — | 111,902 | 315,853 | 255,048 | 193,328 | 144,243 | 85,348 | 17,050 | 1,122,772 | 2.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | 629,638 | — | — | — | — | — | 175,042 | 351,696 | 308,302 | 228,919 | 144,566 | 26,778 | 1,235,303 | 2.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | 675,761 | — | — | — | — | — | — | 174,693 | 416,315 | 400,250 | 256,444 | 49,207 | 1,296,909 | 1.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | 538,314 | — | — | — | — | — | — | — | 213,450 | 430,514 | 311,573 | 58,497 | 1,014,034 | 1.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 404,579 | — | — | — | — | — | — | — | — | 120,354 | 240,605 | 54,488 | 415,447 | 1.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 551,948 | — | — | — | — | — | — | — | — | — | 98,277 | 70,880 | 169,157 | 0.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 213,385 | — | — | — | — | — | — | — | — | — | — | 7,392 | 7,392 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subtotal | 8,355,503 | 6,065,954 | 1,192,813 | 1,181,934 | 1,081,720 | 1,100,941 | 1,223,963 | 1,316,109 | 1,528,942 | 1,641,698 | 1,354,932 | 328,670 | 18,017,676 | 2.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Europe: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| <2014 | 619,079 | 134,259 | 249,307 | 212,129 | 165,610 | 146,993 | 132,663 | 113,228 | 93,203 | 93,907 | 68,938 | 15,407 | 1,425,644 | 2.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2014 | 623,129 | — | 135,549 | 198,127 | 156,665 | 137,806 | 129,033 | 105,337 | 84,255 | 84,169 | 65,156 | 13,830 | 1,109,927 | 1.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2015 | 419,941 | — | — | 65,870 | 127,084 | 103,823 | 88,065 | 72,277 | 55,261 | 57,817 | 42,660 | 8,702 | 621,559 | 1.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2016 | 258,218 | — | — | — | 44,641 | 97,587 | 83,107 | 63,198 | 51,609 | 51,017 | 40,214 | 9,348 | 440,721 | 1.7 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2017 | 461,571 | — | — | — | — | 68,111 | 152,926 | 118,794 | 87,549 | 86,107 | 61,762 | 13,114 | 588,363 | 1.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | 433,302 | — | — | — | — | — | 49,383 | 118,266 | 78,846 | 80,629 | 61,691 | 11,960 | 400,775 | 0.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | 273,354 | — | — | — | — | — | — | 44,118 | 80,502 | 88,448 | 63,607 | 13,885 | 290,560 | 1.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | 116,899 | — | — | — | — | — | — | — | 22,721 | 59,803 | 45,757 | 10,359 | 138,640 | 1.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 255,788 | — | — | — | — | — | — | — | — | 43,082 | 66,529 | 16,079 | 125,690 | 0.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 244,508 | — | — | — | — | — | — | — | — | — | 36,957 | 17,432 | 54,389 | 0.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 62,979 | — | — | — | — | — | — | — | — | — | — | 2,672 | 2,672 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subtotal | 3,768,768 | 134,259 | 384,856 | 476,126 | 494,000 | 554,320 | 635,177 | 635,218 | 553,946 | 644,979 | 553,271 | 132,788 | 5,198,940 | 1.4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other geographies(4): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| All vintages | 340,283 | 10,465 | 29,828 | 42,665 | 109,884 | 112,383 | 108,480 | 75,601 | 28,960 | 20,682 | 3,334 | 898 | 543,180 | 1.6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subtotal | 340,283 | 10,465 | 29,828 | 42,665 | 109,884 | 112,383 | 108,480 | 75,601 | 28,960 | 20,682 | 3,334 | 898 | 543,180 | 1.6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 12,464,554 | $ | 6,210,678 | $ | 1,607,497 | $ | 1,700,725 | $ | 1,685,604 | $ | 1,767,644 | $ | 1,967,620 | $ | 2,026,928 | $ | 2,111,848 | $ | 2,307,359 | $ | 1,911,537 | $ | 462,356 | $ | 23,759,796 | 1.9 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
________________________
(1)Adjusted for Put-Backs and Recalls. Put-Backs (“Put-Backs”) and recalls (“Recalls”) represent ineligible accounts that are returned by us or recalled by the seller pursuant to specific guidelines as set forth in the respective purchase agreement.
(2)Cumulative collections from inception through March 31, 2023, excluding collections on behalf of others.
(3)Cumulative Collections Money Multiple (“CCMM”) through March 31, 2023 refers to cumulative collections as a multiple of purchase price.
(4)Annual pool groups for other geographies have been aggregated for disclosure purposes.
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Purchase Price Multiple - Total Estimated Collections from Purchased Receivables to Purchase Price Multiple
The following table summarizes our purchases, resulting historical gross collections, estimated remaining gross collections from purchased receivables, and purchase price multiple (in thousands, except multiples):
Purchase Price(1) | Historical Collections(2) | Estimated Remaining Collections | Total Estimated Gross Collections | Purchase Price Multiple(3) | |||||||||||||||||||||||||
| United States: | |||||||||||||||||||||||||||||
<2014(4) | $ | 3,244,415 | $ | 9,743,996 | $ | 243,223 | $ | 9,987,219 | 3.1 | ||||||||||||||||||||
2014(4) | 517,646 | 1,087,288 | 58,732 | 1,146,020 | 2.2 | ||||||||||||||||||||||||
| 2015 | 499,049 | 871,771 | 54,525 | 926,296 | 1.9 | ||||||||||||||||||||||||
| 2016 | 553,060 | 1,053,607 | 98,044 | 1,151,651 | 2.1 | ||||||||||||||||||||||||
| 2017 | 527,708 | 1,122,772 | 156,995 | 1,279,767 | 2.4 | ||||||||||||||||||||||||
| 2018 | 629,638 | 1,235,303 | 260,716 | 1,496,019 | 2.4 | ||||||||||||||||||||||||
| 2019 | 675,761 | 1,296,909 | 470,947 | 1,767,856 | 2.6 | ||||||||||||||||||||||||
| 2020 | 538,314 | 1,014,034 | 548,772 | 1,562,806 | 2.9 | ||||||||||||||||||||||||
| 2021 | 404,579 | 415,447 | 551,045 | 966,492 | 2.4 | ||||||||||||||||||||||||
| 2022 | 551,948 | 169,157 | 1,021,346 | 1,190,503 | 2.2 | ||||||||||||||||||||||||
| 2023 | 213,385 | 7,392 | 464,100 | 471,492 | 2.2 | ||||||||||||||||||||||||
| Subtotal | 8,355,503 | 18,017,676 | 3,928,445 | 21,946,121 | 2.6 | ||||||||||||||||||||||||
| Europe: | |||||||||||||||||||||||||||||
<2014(4) | 619,079 | 1,425,644 | 546,090 | 1,971,734 | 3.2 | ||||||||||||||||||||||||
2014(4) | 623,129 | 1,109,927 | 445,911 | 1,555,838 | 2.5 | ||||||||||||||||||||||||
2015(4) | 419,941 | 621,559 | 280,189 | 901,748 | 2.1 | ||||||||||||||||||||||||
| 2016 | 258,218 | 440,721 | 234,520 | 675,241 | 2.6 | ||||||||||||||||||||||||
| 2017 | 461,571 | 588,363 | 307,080 | 895,443 | 1.9 | ||||||||||||||||||||||||
| 2018 | 433,302 | 400,775 | 364,505 | 765,280 | 1.8 | ||||||||||||||||||||||||
| 2019 | 273,354 | 290,560 | 319,056 | 609,616 | 2.2 | ||||||||||||||||||||||||
| 2020 | 116,899 | 138,640 | 207,624 | 346,264 | 3.0 | ||||||||||||||||||||||||
| 2021 | 255,788 | 125,690 | 409,055 | 534,745 | 2.1 | ||||||||||||||||||||||||
| 2022 | 244,508 | 54,389 | 429,471 | 483,860 | 2.0 | ||||||||||||||||||||||||
| 2023 | 62,979 | 2,672 | 106,604 | 109,276 | 1.7 | ||||||||||||||||||||||||
| Subtotal | 3,768,768 | 5,198,940 | 3,650,105 | 8,849,045 | 2.3 | ||||||||||||||||||||||||
Other geographies(5): | |||||||||||||||||||||||||||||
| All vintages | 340,283 | 543,180 | 51,760 | 594,940 | 1.7 | ||||||||||||||||||||||||
| Subtotal | 340,283 | 543,180 | 51,760 | 594,940 | 1.7 | ||||||||||||||||||||||||
| Total | $ | 12,464,554 | $ | 23,759,796 | $ | 7,630,310 | $ | 31,390,106 | 2.5 | ||||||||||||||||||||
________________________
(1)Purchase price refers to the cash paid to a seller to acquire a portfolio less Put-backs, Recalls, and other adjustments. Put-Backs and Recalls represent ineligible accounts that are returned by us or recalled by the seller pursuant to specific guidelines as set forth in the respective purchase agreement.
(2)Cumulative collections from inception through March 31, 2023, excluding collections on behalf of others.
(3)Purchase Price Multiple represents total estimated gross collections divided by the purchase price.
(4)Includes portfolios acquired in connection with certain business combinations.
(5)Annual pool groups for other geographies have been aggregated for disclosure purposes.
35
Estimated Remaining Gross Collections by Year of Purchase
The following table summarizes our estimated remaining gross collections from purchased receivable portfolios and estimated future cash flows from real estate-owned assets (in thousands):
Estimated Remaining Gross Collections by Year of Purchase(1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2023(3) | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | >2031 | Total(2) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| United States: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
<2014(4) | $ | 60,168 | $ | 59,026 | $ | 41,325 | $ | 28,724 | $ | 19,911 | $ | 13,568 | $ | 8,987 | $ | 5,732 | $ | 3,406 | $ | 2,376 | $ | 243,223 | |||||||||||||||||||||||||||||||||||||||||||
2014(4) | 14,394 | 13,574 | 9,389 | 6,619 | 4,668 | 3,293 | 2,324 | 1,641 | 1,159 | 1,671 | 58,732 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2015 | 13,926 | 12,949 | 8,527 | 5,839 | 4,107 | 2,894 | 2,043 | 1,444 | 1,023 | 1,773 | 54,525 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2016 | 25,236 | 23,448 | 15,727 | 10,404 | 7,099 | 4,990 | 3,515 | 2,481 | 1,754 | 3,390 | 98,044 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2017 | 39,768 | 37,300 | 25,265 | 17,199 | 11,473 | 7,887 | 5,560 | 3,930 | 2,786 | 5,827 | 156,995 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | 66,202 | 62,102 | 42,297 | 28,659 | 19,491 | 12,879 | 8,861 | 6,255 | 4,429 | 9,541 | 260,716 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | 119,773 | 115,297 | 76,509 | 51,101 | 34,580 | 23,524 | 15,628 | 10,805 | 7,611 | 16,119 | 470,947 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | 139,091 | 131,513 | 90,520 | 60,156 | 40,792 | 27,819 | 18,919 | 12,651 | 8,799 | 18,512 | 548,772 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 149,778 | 132,751 | 85,506 | 58,436 | 39,012 | 26,749 | 18,583 | 12,990 | 8,985 | 18,255 | 551,045 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 220,348 | 281,831 | 168,896 | 108,646 | 75,134 | 51,039 | 35,632 | 25,207 | 17,910 | 36,703 | 1,021,346 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 71,467 | 103,208 | 114,540 | 61,200 | 36,251 | 24,379 | 16,286 | 11,363 | 8,102 | 17,304 | 464,100 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subtotal | 920,151 | 972,999 | 678,501 | 436,983 | 292,518 | 199,021 | 136,338 | 94,499 | 65,964 | 131,471 | 3,928,445 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Europe: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
<2014(4) | 47,566 | 58,223 | 53,242 | 49,119 | 45,124 | 41,055 | 38,101 | 34,568 | 31,896 | 147,196 | 546,090 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
2014(4) | 43,554 | 51,381 | 45,790 | 41,448 | 36,920 | 34,306 | 30,832 | 27,991 | 25,079 | 108,610 | 445,911 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
2015(4) | 28,396 | 32,525 | 29,357 | 26,375 | 23,891 | 21,146 | 19,503 | 17,245 | 15,445 | 66,306 | 280,189 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2016 | 27,179 | 33,265 | 28,028 | 24,713 | 21,030 | 17,186 | 14,637 | 12,463 | 11,021 | 44,998 | 234,520 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2017 | 36,869 | 41,843 | 35,744 | 30,878 | 27,164 | 22,757 | 19,837 | 17,287 | 15,024 | 59,677 | 307,080 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | 41,600 | 49,360 | 42,903 | 36,953 | 32,319 | 27,852 | 23,953 | 20,527 | 17,967 | 71,071 | 364,505 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | 39,729 | 47,072 | 41,054 | 32,755 | 26,669 | 22,483 | 19,138 | 16,673 | 14,549 | 58,934 | 319,056 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | 28,767 | 34,201 | 29,001 | 24,435 | 18,088 | 13,738 | 10,805 | 8,883 | 7,639 | 32,067 | 207,624 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 47,287 | 59,659 | 51,623 | 45,820 | 39,184 | 32,468 | 26,693 | 21,341 | 18,402 | 66,578 | 409,055 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 53,866 | 68,882 | 57,898 | 48,476 | 40,585 | 34,111 | 28,437 | 22,965 | 18,380 | 55,871 | 429,471 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 13,305 | 19,034 | 15,496 | 12,464 | 10,037 | 8,023 | 6,352 | 5,090 | 4,113 | 12,690 | 106,604 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subtotal | 408,118 | 495,445 | 430,136 | 373,436 | 321,011 | 275,125 | 238,288 | 205,033 | 179,515 | 723,998 | 3,650,105 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other geographies(5): | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| All vintages | 6,682 | 7,574 | 6,315 | 5,397 | 4,656 | 3,991 | 3,471 | 3,069 | 2,594 | 8,011 | 51,760 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subtotal | 6,682 | 7,574 | 6,315 | 5,397 | 4,656 | 3,991 | 3,471 | 3,069 | 2,594 | 8,011 | 51,760 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Portfolio ERC | 1,334,951 | 1,476,018 | 1,114,952 | 815,816 | 618,185 | 478,137 | 378,097 | 302,601 | 248,073 | 863,480 | 7,630,310 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
REO ERC(6) | 25,460 | 51,422 | 49,278 | 17,803 | 6,974 | 6,587 | 2,146 | — | — | — | 159,670 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total ERC | $ | 1,360,411 | $ | 1,527,440 | $ | 1,164,230 | $ | 833,619 | $ | 625,159 | $ | 484,724 | $ | 380,243 | $ | 302,601 | $ | 248,073 | $ | 863,480 | $ | 7,789,980 | |||||||||||||||||||||||||||||||||||||||||||
________________________
(1)As of March 31, 2023, ERC for Zero Basis Portfolios include approximately $60.1 million for purchased consumer and bankruptcy receivables in the United States. ERC for Zero Basis Portfolios in Europe and other geographies was immaterial. ERC also includes approximately $58.1 million from cost recovery portfolios, primarily in other geographies.
(2)Represents the expected remaining gross cash collections over a 180-month period. As of March 31, 2023, ERC for 84-month and 120-month periods were:
| 84-Month ERC | 120-Month ERC | ||||||||||
| United States | $ | 3,663,414 | $ | 3,852,160 | |||||||
| Europe | 2,595,917 | 3,120,402 | |||||||||
| Other geographies | 38,893 | 46,365 | |||||||||
| Portfolio ERC | 6,298,224 | 7,018,927 | |||||||||
| REO ERC | 159,670 | 159,670 | |||||||||
| Total ERC | $ | 6,457,894 | $ | 7,178,597 | |||||||
(3)Amount for 2023 consists of nine months data from April 1, 2023 to December 31, 2023.
(4)Includes portfolios acquired in connection with certain business combinations.
36
(5)Annual pool groups for other geographies have been aggregated for disclosure purposes.
(6)Real estate-owned assets ERC includes approximately $158.4 million and $1.3 million of estimated future cash flows for Europe and Other Geographies, respectively.
Estimated Future Collections Applied to Investment in Receivable Portfolios
As of March 31, 2023, we had $3.2 billion in investment in receivable portfolios. The estimated future collections applied to the investment in receivable portfolios net balance is as follows (in thousands):
| Years Ending December 31, | United States | Europe | Other Geographies | Total | |||||||||||||||||||
2023(1) | $ | 367,657 | $ | 144,534 | $ | 6,287 | $ | 518,478 | |||||||||||||||
| 2024 | 433,313 | 185,258 | 5,752 | 624,323 | |||||||||||||||||||
| 2025 | 316,858 | 160,776 | 4,777 | 482,411 | |||||||||||||||||||
| 2026 | 195,672 | 138,697 | 4,065 | 338,434 | |||||||||||||||||||
| 2027 | 127,731 | 118,576 | 3,428 | 249,735 | |||||||||||||||||||
| 2028 | 85,499 | 100,993 | 2,910 | 189,402 | |||||||||||||||||||
| 2029 | 57,823 | 87,745 | 2,500 | 148,068 | |||||||||||||||||||
| 2030 | 40,026 | 75,046 | 2,200 | 117,272 | |||||||||||||||||||
| 2031 | 28,375 | 67,299 | 1,851 | 97,525 | |||||||||||||||||||
| 2032 | 20,345 | 62,057 | 219 | 82,621 | |||||||||||||||||||
| 2033 | 14,945 | 58,409 | — | 73,354 | |||||||||||||||||||
| 2034 | 10,994 | 57,031 | — | 68,025 | |||||||||||||||||||
| 2035 | 8,428 | 57,684 | — | 66,112 | |||||||||||||||||||
| 2036 | 6,900 | 61,855 | — | 68,755 | |||||||||||||||||||
| 2037 | 4,191 | 67,302 | — | 71,493 | |||||||||||||||||||
| 2038 | 530 | 18,254 | — | 18,784 | |||||||||||||||||||
| Total | $ | 1,719,287 | $ | 1,461,516 | $ | 33,989 | $ | 3,214,792 | |||||||||||||||
________________________
(1)Amount for 2023 consists of nine months data from April 1, 2023 to December 31, 2023.
Liquidity and Capital Resources
Liquidity
The following table summarizes our cash flow activities for the periods presented (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| (Unaudited) | |||||||||||
| Net cash provided by operating activities | $ | 35,913 | $ | 54,530 | |||||||
| Net cash (used in) provided by investing activities | (130,715) | 37,228 | |||||||||
| Net cash provided by (used in) financing activities | 110,374 | (118,016) | |||||||||
Operating Cash Flows
Cash flows from operating activities represent the cash receipts and disbursements related to all of our activities other than investing and financing activities.
Net cash provided by operating activities was $35.9 million and $54.5 million during the three months ended March 31, 2023 and 2022, respectively. Operating cash flows are derived by adjusting net income for non-cash operating items such as depreciation and amortization, changes in recoveries, stock-based compensation charges, and changes in operating assets and liabilities which reflect timing differences between the receipt and payment of cash associated with transactions and when they are recognized in results of operations.
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Investing Cash Flows
Cash flows relating to investing activities is primarily affected by receivable portfolio purchases offset by collection proceeds applied to the investment in receivable portfolios.
Net cash used in investing activities was $130.7 million during the three months ended March 31, 2023 and net cash provided by investing activities was $37.2 million during the three months ended March 31, 2022. Receivable portfolio purchases, net of put-backs, were $274.6 million and $166.3 million during the three months ended March 31, 2023 and 2022, respectively. Collection proceeds applied to the investment in receivable portfolios, were $166.7 million and $215.3 million during the three months ended March 31, 2023 and 2022, respectively.
Financing Cash Flows
Financing cash flows are generally affected by borrowings under our credit facilities and proceeds from various debt offerings, offset by repayments of amounts outstanding under our credit facilities and repayments of various notes.
Net cash provided by financing activities was $110.4 million during the three months ended March 31, 2023 and net cash used in financing activities was $118.0 million during the three months ended March 31, 2022. Borrowings under our credit facilities were $229.1 million and $328.3 million during the three months ended March 31, 2023 and 2022, respectively. Repayments of amounts outstanding under our credit facilities were $140.0 million and $180.6 million during the three months ended March 31, 2023 and 2022, respectively. During the three months ended March 31, 2023, we issued $230.0 million 4.00% convertible senior notes that mature in 2029, and used $192.5 million of the proceeds from the convertible senior notes to partially repurchase our exchangeable senior notes due 2023. During the three months ended March 31, 2022, we paid $221.2 million to settle our convertible senior notes due 2022 using cash on hand and drawings under our Global Senior Facility.
Capital Resources
Our primary sources of capital are cash collections from our investment in receivable portfolios, bank borrowings, debt offerings, and equity offerings. Depending on the capital markets, we consider additional financings to fund our operations and any potential acquisitions. From time to time, we may repurchase outstanding debt or equity and/or restructure or refinance debt obligations. Our primary cash requirements include funding the purchase of receivable portfolios, operating expenses, the payment of interest and principal on borrowings, the payment of income taxes, funding any entity acquisitions and share repurchases.
We are in material compliance with all covenants under our financing arrangements. See “Note 7: Borrowings” in the notes to our condensed consolidated financial statements for a further discussion of our debt. Available capacity under our Global Senior Facility, was $387.9 million as of March 31, 2023.
Our Board of Directors has approved a $300.0 million share repurchase program. Repurchases under this program are expected to be made from cash on hand and/or a drawing from our Global Senior Facility and may be made from time to time, subject to market conditions and other factors, in the open market, through private transactions, block transactions, or other methods as determined by our management and Board of Directors, and in accordance with market conditions, other corporate considerations, and applicable regulatory requirements. The program does not obligate us to acquire any particular amount of common stock, and it may be modified or suspended at our discretion. During the three months ended March 31, 2023, we did not make any repurchases under the share repurchase program. During the three months ended March 31, 2022, we repurchased 399,522 shares of our common stock for approximately $25.6 million. Our practice is to retire the shares repurchased.
Our cash and cash equivalents as of March 31, 2023, consisted of $15.9 million held by U.S.-based entities and $142.9 million held by foreign entities. Most of our cash and cash equivalents held by foreign entities is indefinitely reinvested and may be subject to material tax effects if repatriated. However, we believe that our sources of cash and liquidity are sufficient to meet our business needs in the United States and do not expect that we will need to repatriate the funds.
Included in cash and cash equivalents is cash that was collected on behalf of, and remains payable to, third-party clients. The balance of cash held for clients was $18.8 million as of March 31, 2023.
Cash from operations could also be affected by various risks and uncertainties, including, but not limited to, timing of cash collections from our consumers, and other risks detailed in our Risk Factors. However, we believe that we have sufficient liquidity to fund our operations for at least the next twelve months, given our expectation of continued positive cash flows from operations, our cash and cash equivalents, our access to capital markets, and availability under our credit facilities. Our future cash needs will depend on our acquisitions of portfolios and businesses.
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Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions based on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Our actual results could differ from these estimates under different assumptions or conditions. Refer to “Critical Accounting Policies and Estimates” contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022, for a complete discussion of our critical accounting policies and estimates. Other than the ongoing reassessment of expected future recoveries of our investment in receivable portfolios during each reporting period under our CECL accounting policy as discussed in “Note 5: Investment in Receivable Portfolios, Net” to our condensed consolidated financial statements, there have been no material changes to our critical accounting policies and estimates since our Annual Report on Form 10-K for the year ended December 31, 2022.
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Item 3 – Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Exchange Rates. As of March 31, 2023, there had not been a material change in any of the foreign currency risk information disclosed in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Interest Rates. As of March 31, 2023, there had not been a material change in the interest rate risk information disclosed in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Item 4 – Controls and Procedures
Attached as exhibits to this Form 10-Q are the certifications required by Rule 13a-14 of the Securities Exchange Act of 1934, as amended. This section includes information concerning the controls and controls evaluation referred to in the certifications.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”) and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and accordingly, management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on their most recent evaluation, as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act are effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1 – Legal Proceedings
Information with respect to this item may be found in “Note 11: Commitments and Contingencies,” to the condensed consolidated financial statements.
Item 1A – Risk Factors
There is no material change in the information reported under “Part I-Item 1A-Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
None.
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Item 6 – Exhibits
| Number | Description | |||||||
| 3.1.1 | ||||||||
| 3.1.2 | ||||||||
| 3.1.3 | ||||||||
| 3.2 | ||||||||
| 4.1 | ||||||||
| 10.1 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 101.INS | Inline XBRL Instance Document - The instance document does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document. (filed herewith) | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document (filed herewith) | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith) | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith) | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith) | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith) | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 | |||||||
42
SIGNATURES
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 thereunto duly authorized.
| ENCORE CAPITAL GROUP, INC. | |||||||||||
| By: | /s/ Jonathan C. Clark | ||||||||||
| Jonathan C. Clark | |||||||||||
| Executive Vice President, | |||||||||||
| Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | |||||||||||
Date: May 3, 2023
43
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Ashish Masih, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Encore Capital Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /S/ ASHISH MASIH | |||||||
| Ashish Masih President and Chief Executive Officer | ||||||||
Date: May 3, 2023
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Jonathan C. Clark, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Encore Capital Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /S/ JONATHAN C. CLARK | |||||||
| Jonathan C. Clark Executive Vice President, Chief Financial Officer and Treasurer | ||||||||
Date: May 3, 2023
Exhibit 32.1
ENCORE CAPITAL GROUP, INC.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Encore Capital Group, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company.
/s/ ASHISH MASIH | |||||
| Ashish Masih | |||||
| President and Chief Executive Officer | |||||
May 3, 2023
/s/ JONATHAN C. CLARK | |||||
| Jonathan C. Clark | |||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||
May 3, 2023
This certification accompanies the above described Report and is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall be not be deemed filed as part of the Report.