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, the “Company”), is an international specialty finance company, with operations spanning seven countries, providing debt recovery solutions for consumers and property owners 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 partnering 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, commercial retailers, and telecommunication companies. Defaulted receivables may also include receivables subject to bankruptcy proceedings. Encore, through certain subsidiaries, is a market leader in portfolio purchasing and recovery in the United States. Encore’s subsidiary, Janus Holdings Luxembourg S.a.r.l. (“Janus Holdings”), through its indirectly held United Kingdom-based subsidiary Cabot Credit Management Limited (“Cabot”), is a market leader in debt management in the United Kingdom, specializing in higher balance, semi-performing accounts. Cabot’s acquisition of Marlin Financial Group Limited (“Marlin”) provides Cabot with substantial litigation-enhanced collections capabilities for non-performing accounts. Encore’s majority-owned subsidiary, Grove Holdings (“Grove”), through its subsidiaries, is a leading specialty investment firm focused on consumer non-performing loans, including insolvencies (in particular, individual voluntary arrangements, or “IVAs”) in the United Kingdom and bank and non-bank receivables in Spain. Encore’s majority-owned subsidiary, Refinancia S.A. (“Refinancia”), through its subsidiaries, is one of the market leaders in debt collection and management in Colombia and Peru. In addition, through Encore’s subsidiary, Propel Financial Services, LLC (“Propel”), the Company assists property owners who are delinquent on their property taxes by structuring affordable monthly payment plans and purchases delinquent tax liens directly from selected taxing authorities.
Portfolio Purchasing and Recovery
United States.
The Company purchases receivable portfolios based on robust, account-level valuation methods and employs a suite of proprietary statistical and behavioral models across the full extent of its operations. These investments allow the Company to value portfolios accurately (and limit the risk of overpaying), avoid buying portfolios that are incompatible with its methods or goals and precisely align the accounts it purchases with its operational channels to maximize future collections. As a result, the Company has been able to realize significant returns from the receivables it acquires. The Company maintains strong relationships with many of the largest credit and telecommunication providers, and possesses one of the industry’s best collection staff retention rates.
The Company uses insights discovered during its purchasing process to build account collection strategies. The Company’s proprietary consumer-level collectability analysis is the primary determinant of whether an account will be actively serviced post-purchase. The Company continuously refines this analysis to determine the most effective collection strategy to pursue for each account it owns. After the Company’s preliminary analysis, it seeks to collect on only a fraction of the accounts it purchases, through one or more of its collection channels. The channel identification process is analogous to a funneling system, where the Company first differentiates those consumers who it believes are not able to pay from those who are able to pay. Consumers who the Company believes are financially incapable of making any payments, facing extenuating circumstances or hardships (such as medical issues), serving in the military, or currently receiving social security as their only source of income are excluded from the next step of its collection process and are designated as inactive. The remaining pool of accounts in the funnel then receives further evaluation. At that point, the Company analyzes and determines a consumer’s perceived willingness to pay. Based on that analysis, the Company will pursue collections through letters and/or phone calls to its consumers. Despite its efforts to reach consumers and work out a settlement option, only a small number of consumers who are contacted choose to engage with the Company. Those who do are often offered deep discounts on their obligations, or are presented with payment plans that are better suited to meet their daily cash flow needs. The majority of contacted consumers, however, ignore both the Company’s calls and letters, and therefore the Company must then make the difficult decision whether or not to pursue collections through legal means.
The Company continually monitors applicable changes to laws governing statutes of limitations and disclosures to consumers. The Company maintains policies, system controls, and processes designed to ensure that accounts past the applicable statute of limitations do not get placed into legal collections. Additionally, in written and verbal communications with consumers, the Company provides disclosures to the consumer that the account is past its applicable statute of limitations and, therefore, the Company will not pursue collections through legal means.
Europe.
Through Cabot, portfolio receivables are purchased using a proprietary pricing model. This model allows Cabot to value portfolios with a high degree of accuracy and quantify portfolio performance in order to maximize future collections.
As a result, Cabot has been able to realize significant returns from the assets it has acquired. Cabot maintains strong relationships with many of the largest financial service providers in the United Kingdom.
Cabot also uses insights discovered during its purchasing process to build account-level collection strategies. Cabot’s proprietary consumer-level collectability analysis is a determinant of how an account will be serviced post-purchase. Cabot continuously refines this analysis to determine the most effective customer engagement strategy to pursue for each account it owns to ensure that customers are treated fairly and the most suitable engagement and collection strategy for each individual customer is deployed. In recent years, Cabot has concentrated on buying portfolios that are defined as semi-performing, in which over
50%
of the accounts in a portfolio have made a payment in three of the last four months immediately prior to the portfolio purchase. Cabot will try to establish contact with these consumers, in order to convey payment arrangements and gauge the willingness of these consumers to pay. Consumers who Cabot believes are financially incapable of making any payments, those having negative disposable income, or those experiencing hardships, are managed outside of normal collection routines.
The remaining pool of accounts then receives further evaluation. Cabot analyzes and estimates a consumer’s perceived willingness to pay. Based on that analysis, Cabot tries to engage with customers through letters and/or phone calls. Where contact is made and consumers indicate a willingness to pay, a patient approach of forbearance is applied using regulatory protocols within the United Kingdom to assess affordability and ensure that plans are fair and balanced and therefore, sustainable. Where consumers are not locatable or refuse to engage in a constructive dialogue, Cabot will pass these accounts through a litigation scorecard and rule set in order to assess suitability for legal action. Through Cabot’s newly acquired subsidiary, Marlin, a leading acquirer of non-performing consumer debt in the United Kingdom, Cabot has a competitive advantage in the use of litigation-enhanced collections for non-paying financial services receivables.
On April 1, 2014, the Company completed the acquisition of a controlling equity ownership interest in Grove. Grove, through its subsidiaries, is a leading specialty investment firm focused on consumer non-performing loans, including insolvencies (in particular, IVAs) in the United Kingdom and bank and non-bank receivables in Spain.
Latin America.
Refinancia is one of the market leaders in the management of non-performing loans in Colombia and Peru. In addition to purchasing defaulted receivables, Refinancia offers portfolio management services to banks for non-performing loans. Refinancia also specializes in non-traditional niches in Colombia, including providing financial solutions to individuals with defaulted credit records, payment plan guarantee services through merchants and loan guarantee services to financial institutions.
Tax Lien Business
Propel’s principal activities are the acquisition and servicing of residential and commercial tax liens on real property. These liens take priority over most other liens. By funding tax liens, Propel provides state and local taxing authorities and governments with much needed tax revenue. To the extent permitted by local law, Propel works with property owners to structure affordable payment plans designed to allow them to keep their property while paying their property tax obligation over time. Propel maintains a foreclosure rate of less than one-half of one percent.
Propel’s receivables secured by property tax liens include Texas tax liens, Nevada tax liens, and tax lien certificates in various other states (collectively, “Tax Liens”). With Texas and Nevada Tax Liens, Texas or Nevada property owners choose to have the taxing authority transfer their tax lien to Propel. Propel pays their tax lien obligation to the taxing authority and the property owner pays Propel over time at a lower interest rate than would be assessed by the taxing authority. Propel’s arrangements with Texas and Nevada property owners provide them with repayment plans that are both affordable and flexible when compared with other payment options. Propel also purchases Tax Liens in various other states directly from taxing authorities, securing rights to outstanding property tax payments, interest and penalties. In most cases, such Tax Liens continue to be serviced by the taxing authority. When the taxing authority is paid, it repays Propel the outstanding balance of the lien plus interest, which is established by statute or negotiated at the time of the purchase.
Financial Statement Preparation and Presentation
The accompanying interim condensed consolidated financial statements have been prepared by Encore, 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 consolidated financial position, results of operations and cash flows 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 presentation of the Company’s
consolidated financial position, results of operations, and cash flows. 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, 2013. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the Company’s financial statements and the accompanying notes. Actual results could materially differ from those estimates.
Basis of Consolidation
The 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 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
11
, “Variable Interest Entities,” for further details. All intercompany transactions and balances have been eliminated in consolidation.
On
June 13, 2013
, the Company completed its merger with Asset Acceptance Capital Corp. (“AACC”), on
July 1, 2013
, the Company completed its acquisition of a controlling interest in Cabot (the “Cabot Acquisition”), on
February 7, 2014
, Cabot acquired Marlin, and on
August 6, 2014
, the Company completed the acquisition of Atlantic Credit & Finance, Inc. (“Atlantic”). The condensed consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2014 include the results of the operations of Marlin and Atlantic since the date of the acquisitions. The condensed consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2013 only include the results of operations of AACC and Cabot since the closing date of the merger with AACC and the closing date of the Cabot Acquisition.
Translation of Foreign Currencies
The financial statements of certain of the Company’s foreign subsidiaries are measured using their local currency as the functional currency. Assets and liabilities are translated as of the balance sheet date and revenue and expenses are translated at an average rate over the period. Currency translation adjustments are recorded as a component of other comprehensive income. Transaction gains and losses are included in other income or expense.
Reclassifications
Certain reclassifications have been made to the condensed consolidated financial statements to conform to the current year’s presentation.
Recent Accounting Pronouncements
In May 2014, the FASB issued a comprehensive new revenue recognition standard “Revenue from Contracts with Customers.” This new standard supersedes the existing revenue recognition guidance under GAAP, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard, which does not apply to financial instruments, is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The Company is in the process of evaluating the impact of the adoption of the standard on its financial statements.
Note
2
: Business Combinations
Atlantic Acquisition
On
August 6, 2014
, the Company, pursuant to a Stock Purchase Agreement dated August 1, 2014 by and among the Company, Atlantic and the sellers, acquired all of the outstanding equity interests of Atlantic (the “Atlantic Acquisition”). The purchase price consisted of approximately
$196.1 million
in cash consideration, of which
$126.1 million
was used to retire certain indebtedness and obligations of Atlantic. Atlantic acquires and liquidates consumer finance receivables originated and charged off by U.S. financial institutions. The Company financed the acquisition through borrowings under its Restated Credit Agreement (as defined in Note 10, “Debt”) and cash on hand.
The Atlantic Acquisition was accounted for using the acquisition method of accounting and, accordingly, the tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values as of the date of the acquisition. As of the date of this Quarterly Report on Form 10-Q, the Company is in the process of obtaining independent valuations of
certain intangible assets, investment in receivable portfolios, deferred court costs, deferred income taxes, and other assets acquired and liabilities assumed. The initial purchase price allocation presented below was based on the preliminary assessment of assets acquired and liabilities assumed. These provisional measurements are subject to change based on the final valuation study that is expected to be completed by the first quarter of 2015.
The components of the preliminary purchase price allocation for the Atlantic Acquisition are as follows (
in thousands
):
|
|
|
|
|
|
|
|
Purchase price:
|
|
|
Cash paid at acquisition
|
$
|
196,104
|
|
|
Allocation of purchase price:
|
|
|
Cash
|
$
|
16,743
|
|
|
Investment in receivable portfolios
|
105,399
|
|
|
Deferred court costs
|
3,100
|
|
|
Property and equipment
|
1,331
|
|
|
Other assets
|
14,229
|
|
|
Liabilities assumed
|
(20,955
|
)
|
|
Goodwill and identifiable intangible assets
|
76,257
|
|
|
Total net assets acquired
|
$
|
196,104
|
|
The goodwill recognized is primarily attributable to (i) the ability to utilize Atlantic’s proven competitive advantage in the collection of freshly charged-off receivable portfolios and (ii) synergies that are expected to arise after the acquisition. The entire goodwill related to the Atlantic Acquisition is not deductible for income tax purposes.
Total acquisition and integration costs related to the Atlantic Acquisition were approximately
$0.5 million
for the three months ended
September 30, 2014
, and have been expensed in the accompanying condensed consolidated statements of income within general and administrative expenses. The amount of revenue and net income included in the Company’s condensed consolidated statement of income from the date of acquisition for the three months ended
September 30, 2014
related to Atlantic since the date of acquisition was
$10.7 million
and
$2.6 million
, respectively.
Marlin Acquisition
On
February 7, 2014
, Cabot, through its subsidiary Cabot Financial Holdings Group Limited (“Cabot Financial Holdings”), entered into a Share Sale and Purchase Agreement (the “Marlin Purchase Agreement”), pursuant to which Cabot acquired (a) the entire issued share capital of Marlin, and (b) certain subordinated fixed rate loan notes of Marlin Financial Intermediate Limited, which is a direct wholly-owned subsidiary of Marlin (the “Marlin Acquisition”), from funds managed by Duke Street LLP and certain individuals, including certain executive management of Marlin (collectively, the “Sellers”). Pursuant to the terms and conditions of the Marlin Purchase Agreement and certain ancillary agreements, Cabot Financial Holdings also assumed substantially all of the outstanding debt of Marlin Intermediate Holdings plc, a subsidiary of Marlin.
The purchase price consisted of
£166.8 million
(approximately
$274.1 million
) in cash consideration, of which
£44.8 million
(approximately
$73.7 million
) was used to pay off Marlin’s fixed rate loan notes. In addition, Cabot assumed
£150.0 million
(approximately
$246.5 million
) of Marlin’s outstanding senior secured notes. The Marlin Acquisition was financed with borrowings under Cabot’s existing revolving credit facility and under Cabot’s new senior secured bridge facilities. Refer to Note
10
, “Debt” for further details of Cabot’s revolving credit facility and senior secured bridge facilities.
The Marlin Acquisition was accounted for using the acquisition method of accounting and, accordingly, the tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values as of the date of the acquisition. Fair value measurements have been applied based on assumptions that market participants would use in the pricing of the respective assets and liabilities. As of the date of this Quarterly Report on Form 10-Q, the Company is still finalizing the allocation of the purchase price. The initial purchase price allocation presented below was based on the preliminary assessment of assets acquired and liabilities assumed, which is subject to change based on the final valuation study that is expected to be completed by the fourth quarter of 2014.
The components of the preliminary purchase price allocation for the Marlin Acquisition are as follows (
in thousands
):
|
|
|
|
|
|
|
|
Purchase price:
|
|
|
Cash paid at acquisition
|
$
|
274,068
|
|
|
Allocation of purchase price:
|
|
|
Cash
|
$
|
16,342
|
|
|
Investment in receivable portfolios
|
208,450
|
|
|
Deferred court costs
|
914
|
|
|
Property and equipment
|
1,508
|
|
|
Other assets
|
18,091
|
|
|
Liabilities assumed
|
(302,915
|
)
|
|
Identifiable intangible assets
|
1,819
|
|
|
Goodwill
|
329,859
|
|
|
Total net assets acquired
|
$
|
274,068
|
|
The goodwill recognized is primarily attributable to (i) the ability to utilize Marlin’s proven competitive advantage in the use of litigation-enhanced collections for non-paying financial services receivables and (ii) synergies that are expected to be achieved by applying Cabot’s scoring model to Marlin’s portfolio. The Company is still finalizing its analysis of the effects of these synergies which, when finalized, will be incorporated into Marlin and Cabot’s estimated remaining collections. The entire goodwill of
$329.9 million
related to the Marlin Acquisition is not deductible for income tax purposes.
Total acquisition and integration costs related to the Marlin Acquisition were approximately
$0.2 million
and
$9.9 million
for the three and nine months ended
September 30, 2014
, respectively, and have been expensed in the accompanying condensed consolidated statements of income within general and administrative expenses.
Other Acquisitions
In addition to the business combination transactions discussed above, the Company completed certain other acquisitions in 2013, including the acquisition of Refinancia in December 2013. The Company also completed the acquisition of approximately
68.2%
of the equity ownership interest in Grove on April 1, 2014. On May 2, 2014, Propel completed the acquisition of a portfolio of tax liens and other assets in a transaction valued at approximately
$43.0 million
. These acquisitions were immaterial to the Company’s financial statements individually and in the aggregate during their respective reporting periods.
Pro Forma Results of Operations
The following summary presents unaudited pro forma consolidated results of operations for the
three and nine months ended
September 30, 2014
and 2013, as if the Atlantic Acquisition had occurred on January 1, 2013. The following unaudited pro forma financial information does not necessarily reflect the actual results that would have occurred had Encore and Atlantic been combined during the periods presented, nor is it necessarily indicative of the future results of operations of the combined companies (
in thousands
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
Consolidated pro forma revenue
|
$
|
278,913
|
|
|
$
|
250,977
|
|
|
$
|
834,301
|
|
|
$
|
586,952
|
|
|
Consolidated pro forma income from continuing operations attributable to Encore
|
31,106
|
|
|
24,444
|
|
|
81,989
|
|
|
56,773
|
|
Pro forma financial information for the Marlin Acquisition has not been included as the computation of such information is impracticable.
Note
3
: Earnings Per Share
Basic earnings per share is calculated by dividing net earnings attributable to Encore by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is calculated on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options, restricted stock, warrants, and the dilutive effect of convertible senior notes.
On April 24, 2014, the Company’s Board of Directors approved a
$50.0 million
share repurchase program. 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 solicited or unsolicited privately negotiated transactions or otherwise. In May 2014, the Company repurchased
400,000
shares of its common stock for approximately
$16.8 million
. 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.
A reconciliation of shares used in calculating earnings per basic and diluted shares follows
(in thousands)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
Weighted average common shares outstanding—basic
|
25,879
|
|
|
25,535
|
|
|
25,811
|
|
|
24,323
|
|
|
Dilutive effect of stock-based awards
|
410
|
|
|
843
|
|
|
684
|
|
|
940
|
|
|
Dilutive effect of convertible senior notes
|
1,043
|
|
|
805
|
|
|
1,118
|
|
|
298
|
|
|
Dilutive effect of warrants
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
Weighted average common shares outstanding—diluted
|
27,332
|
|
|
27,183
|
|
|
27,622
|
|
|
25,561
|
|
No
anti-dilutive employee stock options were outstanding during the
three and nine months ended
September 30, 2014
or 2013.
The Company has the following convertible senior notes outstanding:
$115.0 million
convertible senior notes due 2017 at a conversion price equivalent to approximately
$31.56
per share of the Company’s common stock (the “2017 Convertible Notes”),
$172.5 million
convertible senior notes due 2020 at a conversion price equivalent to approximately
$45.72
per share of the Company’s common stock (the “2020 Convertible Notes”), and
$161.0 million
convertible senior notes due 2021 at a conversion price equivalent to approximately
$59.39
per share of the Company’s common stock (the “2021 Convertible Notes”).
In the event of conversion, the 2017 Convertible Notes are convertible into cash up to the aggregate principal amount and permit the excess conversion premium to be settled in cash or shares of the Company’s common stock. For the 2020 Convertible Notes and 2021 Convertible Notes, the Company has the option to pay cash, issue shares of common stock or any combination thereof for the aggregate amount due upon conversion. The Company’s intent is to settle the principal amount of the 2020 and 2021 Convertible Notes in cash upon conversion. As a result, upon conversion of all the convertible senior notes, only the amounts payable in excess of the principal amounts are considered in diluted earnings per share under the treasury stock method. For the three and nine months ended
September 30, 2014
and 2013, diluted earnings per share includes the effect of the common shares issuable upon conversion of the 2017 Convertible Notes because the average stock price exceeded the conversion price of these notes. However, as described in Note
10
, “Debt—Encore Convertible Senior Notes,” the Company entered into certain hedge transactions that have the effect of increasing the effective conversion price of the 2017 Convertible Notes to
$60.00
. On January 2, 2014, the 2017 Convertible Notes became convertible as certain conditions for conversion were met in the immediately preceding calendar quarter as defined in the applicable indenture. However, none of the 2017 Convertible Notes were converted during the three and nine months ended September 30, 2014.
In conjunction with the issuance of the 2017 Convertible Notes, the Company entered into privately negotiated transactions with certain counterparties and sold warrants to purchase approximately
3.6 million
shares of its common stock. The warrants had an exercise price of
$44.19
. On December 16, 2013, the Company entered into amendments with the same counterparties to exchange the original warrants with new warrants with an exercise price of
$60.00
. All other terms and settlement provisions remain unchanged. The warrant restrike transaction was completed on February 6, 2014. Diluted earnings per share includes the effect of these warrants for the nine months ended September 30, 2014. The effect of the warrants was anti-dilutive for the three months ended September 30, 2014 and 2013, and nine months ended September 30, 2013.
Note 4: Fair Value Measurements
The authoritative guidance for fair value measurements defines fair value 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 guidance utilizes 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.
|
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
September 30, 2014
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
Foreign currency exchange contracts
|
$
|
—
|
|
|
$
|
791
|
|
|
$
|
—
|
|
|
$
|
791
|
|
|
Interest rate cap contracts
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Foreign currency exchange contracts
|
—
|
|
|
(1,449
|
)
|
|
—
|
|
|
(1,449
|
)
|
|
Temporary Equity
|
|
|
|
|
|
|
|
|
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
(30,280
|
)
|
|
(30,280
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements as of
December 31, 2013
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
Foreign currency exchange contracts
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
Interest rate cap contracts
|
—
|
|
|
202
|
|
|
—
|
|
|
202
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Foreign currency exchange contracts
|
—
|
|
|
(4,123
|
)
|
|
—
|
|
|
(4,123
|
)
|
|
Temporary Equity
|
|
|
|
|
|
|
|
|
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
(26,564
|
)
|
|
(26,564
|
)
|
Derivative Contracts:
The Company uses derivative instruments to minimize its exposure to fluctuations in interest rates and foreign currency exchange rates. The Company’s derivative instruments primarily include interest rate swap agreements, interest rate cap contracts, and foreign currency exchange contracts. 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.
Redeemable Noncontrolling Interests:
Some minority shareholders in certain subsidiaries of the Company have the right, at certain times, to require the Company to acquire their ownership interest in those entities at fair value, while others have the right to force a sale of the subsidiary if the Company chooses not to purchase their interests at fair value. The noncontrolling interests subject to these arrangements are included in temporary equity as redeemable noncontrolling interests, and are adjusted to their estimated redemption amounts each reporting period with a corresponding adjustment to additional paid-in capital. Future reductions in the carrying amounts are subject to a “floor” amount that is equal to the fair value of the redeemable noncontrolling interests at the time they were originally recorded. The recorded value of the redeemable noncontrolling interests cannot go below the floor level. These adjustments do not affect the calculation of earnings per share.
The components of the change in the redeemable noncontrolling interests for the period ended
September 30, 2014
are presented in the following table:
|
|
|
|
|
|
|
|
|
Amount
|
|
Balance at December 31, 2013
|
$
|
26,564
|
|
|
Initial redeemable noncontrolling interest related to business combinations
|
4,997
|
|
|
Net loss attributable to redeemable noncontrolling interests
|
(5,182
|
)
|
|
Adjustment of the redeemable noncontrolling interests to fair value
|
5,258
|
|
|
Effect of foreign currency translation attributable to redeemable noncontrolling interests
|
(1,357
|
)
|
|
Balance at September 30, 2014
|
$
|
30,280
|
|
Financial Instruments Not Required To Be Carried At Fair Value
Investment in Receivable Portfolios:
The Company records its investment in receivable portfolios at cost, which represents a significant discount from the contractual receivable balances due. The Company computes the fair value of its investment in receivable portfolios by discounting the estimated future cash flows generated by its proprietary forecasting models. The key inputs include the estimated future gross cash flow, average cost to collect, and discount rate. In accordance with authoritative guidance related to fair value measurements, the Company estimates the average cost to collect and discount rates based on its estimate of what a market participant might use in valuing these portfolios. The determination of such inputs requires significant judgment, including assessing the assumed buyer’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.
In the Company’s current analysis, the estimated blended market participant cost to collect and discount rate is approximately
50.3%
and
12.0%
, respectively, for United States portfolios, and approximately
30.9%
and
19.3%
, respectively, for United Kingdom portfolios. Using this method, the fair value of investment in receivable portfolios approximates the carrying value as of
September 30, 2014
and
December 31, 2013
. A
100 basis point
fluctuation in the cost to collect and discount rate used would result in an increase or decrease in the fair value of United States and United Kingdom portfolios by approximately
$44.1 million
and
$34.3 million
, respectively, as of
September 30, 2014
. This fair value calculation does not represent, and should not be construed to represent, the underlying value of the Company or the amount which could be realized if its investment in receivable portfolios were sold. The carrying value of the investment in receivable portfolios was
$2.1 billion
and
$1.6 billion
as of
September 30, 2014
and
December 31, 2013
, respectively.
Deferred Court Costs:
The Company capitalizes deferred court costs and provides a reserve for those costs that it believes will ultimately be uncollectible. The carrying value of net deferred court costs approximates fair value.
Receivables Secured By Property Tax Liens:
The fair value of receivables secured by property tax liens is estimated by discounting the future cash flows of the portfolio using a discount rate equivalent to the current rate at which similar portfolios would be originated. For tax liens purchased directly from taxing authorities, the fair value is estimated by discounting the expected future cash flows of the portfolio using a discount rate equivalent to the interest rate expected when acquiring these tax liens. The carrying value of receivables secured by property tax liens approximates fair value. Additionally, the carrying value of the related interest receivable also approximates fair value.
Debt:
Encore’s senior secured notes and borrowings under its revolving credit and term loan facilities are carried at historical amounts, adjusted for additional borrowings less principal repayments, which approximate fair value.
Encore’s convertible senior notes are carried at historical cost, adjusted for the debt discount. The carrying value of the convertible senior notes was
$448.5 million
, net of debt discount of
$53.5 million
as of
September 30, 2014
, and
$287.5 million
, net of debt discount of
$42.2 million
as of
December 31, 2013
, respectively. The fair value estimate for these convertible senior notes, which incorporates quoted market prices, was approximately
$519.5 million
and
$412.4 million
as of
September 30, 2014
and
December 31, 2013
, respectively.
Propel’s borrowings under its revolving credit facilities, term loan facility, and securitized notes are carried at historical amounts, adjusted for additional borrowings less principal repayments, which approximate fair value.
Cabot’s senior secured notes due 2019 are carried at the fair value determined at the time of the Cabot Acquisition, adjusted by the accretion of debt premium. Cabot’s senior secured notes due 2020 and 2021 are carried at historical cost. Marlin’s senior secured notes due 2020 are carried at the fair value determined at the time of the Marlin Acquisition, adjusted by the accretion of debt premium. The carrying value of the above senior secured notes was
$1.2 billion
, including debt premium of
$72.6 million
, as of
September 30, 2014
, and
$646.9 million
, including debt premium of
$43.6 million
, as of
December 31, 2013
. The fair value estimate for these senior notes, which incorporates quoted market prices, was approximately
$1.2 billion
and
$680.7 million
as of
September 30, 2014
and
December 31, 2013
, respectively.
The Company’s preferred equity certificates are legal obligations to the noncontrolling shareholders at its Janus Holdings and Cabot Holdings subsidiaries. They are carried at the face amount, plus any accrued interest. The Company determined, at the time of the Cabot Acquisition and at
September 30, 2014
, that the carrying value of these preferred equity certificates approximates fair value.
Note
5
: Derivatives and Hedging Instruments
The Company may periodically enter into derivative financial instruments to manage risks related to interest rates and foreign currency. Most of the Company’s derivative financial instruments qualify for hedge accounting treatment under the authoritative guidance for derivatives and hedging. The Company’s Cabot subsidiary also holds interest rate cap contracts with an aggregated notional amount of
£125.0 million
that are used to manage its risk related to interest rate fluctuations. The Company does not apply hedge accounting on the interest rate cap contracts. The impact of the interest rate cap contracts to the Company’s consolidated financial statements for the
three and nine months ended
September 30, 2014
, was immaterial.
Interest Rate Swaps
As of
September 30, 2014
, the Company had no outstanding interest rate swap agreements. During the
three and nine months ended
September 30, 2013
, the Company utilized interest rate swap contracts to manage risks related to interest rate fluctuation. These derivatives were designated as cash flow hedges in accordance with authoritative accounting guidance. The hedging instruments had been highly effective since the inception of the hedge program, therefore no gains or losses were reclassified from other comprehensive income (“OCI”) into earnings as a result of hedge ineffectiveness.
Foreign Currency Exchange Contracts
The Company has operations in foreign countries, which exposes the Company to foreign currency exchange rate fluctuations due to transactions denominated in foreign currencies, including Indian rupees. To mitigate this risk, the Company enters into derivative financial instruments, principally forward contracts, which are designated as cash flow hedges, to mitigate fluctuations in the cash payments of future forecasted transactions in Indian rupees for up to
36 months
. The Company adjusts the level and use of derivatives as soon as practicable after learning that an exposure has changed and reviews all exposures and derivative positions on an ongoing basis.
Gains and losses on cash flow hedges are recorded in OCI until the hedged transaction is recorded in the consolidated financial statements. Once the underlying transaction is recorded in the consolidated financial statements, the Company reclassifies the OCI on the derivative into earnings. If all or a portion of the forecasted transaction is cancelled, this would render all or a portion of the cash flow hedge ineffective and the Company would reclassify the ineffective portion of the hedge into earnings. The Company generally does not experience ineffectiveness of the hedge relationship and the accompanying consolidated financial statements do not include any such gains or losses.
As of
September 30, 2014
, the total notional amount of the forward contracts to buy Indian rupees in exchange for United States dollars was
$51.8 million
. As of
September 30, 2014
, all outstanding contracts qualified for hedge accounting treatment.
The Company estimates that approximately
$1.1 million
of net derivative loss included in OCI will be reclassified into earnings within the next
12 months
.
No
gains or losses were reclassified from OCI into earnings as a result of forecasted transactions that failed to occur during the
nine months ended
September 30, 2014
, and
2013
.
The Company does not enter into derivative instruments for trading or speculative purposes.
The following table summarizes the fair value of derivative instruments as recorded in the Company’s condensed consolidated statements of financial condition
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
Foreign currency exchange contracts
|
Other liabilities
|
|
$
|
(1,449
|
)
|
|
Other liabilities
|
|
$
|
(4,123
|
)
|
|
Foreign currency exchange contracts
|
Other assets
|
|
791
|
|
|
Other assets
|
|
46
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
Interest rate cap
|
Other assets
|
|
4
|
|
|
Other assets
|
|
202
|
|
The following table summarizes the effects of derivatives in cash flow hedging relationships on the Company’s condensed consolidated statements of income for the
three and nine months ended
September 30, 2014
and
2013
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain or (Loss)
Recognized in OCI-
Effective Portion
|
|
Location of Gain
or (Loss)
Reclassified from
OCI into
Income - Effective
Portion
|
|
Gain or (Loss)
Reclassified
from OCI into
Income - Effective
Portion
|
|
Location of
Gain or (Loss)
Recognized -
Ineffective
Portion and
Amount
Excluded from
Effectiveness
Testing
|
|
Amount of
Gain or (Loss)
Recognized -
Ineffective
Portion and
Amount
Excluded from
Effectiveness
Testing
|
|
|
Three Months Ended
September 30,
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
Three Months Ended
September 30,
|
|
|
2014
|
|
2013
|
|
|
|
2014
|
|
2013
|
|
|
|
2014
|
|
2013
|
|
Interest rate swaps
|
$
|
—
|
|
|
$
|
132
|
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other (expense)
income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Foreign currency exchange contracts
|
(429
|
)
|
|
(1,871
|
)
|
|
Salaries and
employee
benefits
|
|
(243
|
)
|
|
(622
|
)
|
|
Other (expense)
income
|
|
—
|
|
|
—
|
|
|
Foreign currency exchange contracts
|
(79
|
)
|
|
(381
|
)
|
|
General and
administrative
expenses
|
|
(46
|
)
|
|
(119
|
)
|
|
Other (expense)
income
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain or (Loss)
Recognized in OCI-
Effective Portion
|
|
Location of Gain
or (Loss)
Reclassified from
OCI into
Income - Effective
Portion
|
|
Gain or (Loss)
Reclassified
from OCI into
Income - Effective
Portion
|
|
Location of
Gain or (Loss)
Recognized -
Ineffective
Portion and
Amount
Excluded from
Effectiveness
Testing
|
|
Amount of
Gain or (Loss)
Recognized -
Ineffective
Portion and
Amount
Excluded from
Effectiveness
Testing
|
|
|
Nine Months Ended
September 30,
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
Nine Months Ended
September 30,
|
|
|
2014
|
|
2013
|
|
|
|
2014
|
|
2013
|
|
|
|
2014
|
|
2013
|
|
Interest rate swaps
|
$
|
—
|
|
|
$
|
506
|
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other (expense)
income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Foreign currency exchange contracts
|
2,215
|
|
|
(3,809
|
)
|
|
Salaries and
employee
benefits
|
|
(818
|
)
|
|
(890
|
)
|
|
Other (expense)
income
|
|
—
|
|
|
—
|
|
|
Foreign currency exchange contracts
|
242
|
|
|
(809
|
)
|
|
General and
administrative
expenses
|
|
(143
|
)
|
|
(171
|
)
|
|
Other (expense)
income
|
|
—
|
|
|
—
|
|
Note
6
: Investment in Receivable Portfolios, Net
In accordance with the authoritative guidance for loans and debt securities acquired with deteriorated credit quality, discrete receivable portfolio purchases during a quarter are aggregated into pools based on common risk characteristics. Once a static pool is established, the portfolios are permanently assigned to the pool. The discount (
i.e.
, the difference between the cost of each static pool and the related aggregate contractual receivable balance) is not recorded because the Company expects to collect a relatively small percentage of each static pool’s contractual receivable balance. As a result, receivable portfolios are recorded at cost at the time of acquisition. The purchase cost of the portfolios includes certain fees paid to third parties incurred in connection with the direct acquisition of the receivable portfolios.
In compliance with the authoritative guidance, the Company accounts for its investments in receivable portfolios using either the interest method or the cost recovery method. The interest method applies an internal rate of return (“IRR”) to the cost basis of the pool, which remains unchanged throughout the life of the pool, unless there is an increase in subsequent expected cash flows. Subsequent increases in expected cash flows are recognized prospectively through an upward adjustment of the pool’s IRR over its remaining life. Subsequent decreases in expected cash flows do not change the IRR, but are recognized as an allowance to the cost basis of the pool, and are reflected in the consolidated statements of comprehensive income as a reduction in revenue, with a corresponding valuation allowance, offsetting the investment in receivable portfolios in the consolidated statements of financial condition.
The Company utilizes its proprietary forecasting models to continuously evaluate the economic life of each pool. During the quarter ended September 30, 2014, the Company revised the forecasting methodology it uses to value and calculate IRRs on its portfolios in the United States by extending the collection forecasts from
84
or
96
months to
120
months. This change was made as a result of the Company’s increased confidence in its ability to forecast future cash collections to
120
months. Extending the collection forecast did not result in a material increase to any quarterly pool group IRRs or revenue during the quarter. The Company has historically included collections to
120
months in its estimated remaining collection disclosures and when evaluating the economic returns of its portfolio purchases.
The Company accounts for each static pool as a unit for the economic life of the pool (similar to one loan) for recognition of revenue from receivable portfolios, for collections applied to the cost basis of receivable portfolios, and for provision for loss or allowance. Revenue from receivable portfolios is accrued based on each pool’s IRR applied to each pool’s adjusted cost basis. The cost basis of each pool is increased by revenue earned and decreased by gross collections and portfolio allowances.
If the amount and timing of future cash collections on a pool of receivables are not reasonably estimable, the Company accounts for such portfolios on the cost recovery method as Cost Recovery Portfolios. The accounts in these portfolios have different risk characteristics than those included in other portfolios acquired during the same quarter, or the necessary information was not available to estimate future cash flows and, accordingly, they were not aggregated with other portfolios. Under the cost recovery method of accounting,
no
revenue is recognized until the purchase price of a Cost Recovery Portfolio has been fully recovered.
Accretable yield represents the amount of revenue the Company expects to generate over the remaining life of its existing investment in receivable portfolios based on estimated future cash flows. Total accretable yield is the difference between future estimated collections and the current carrying value of a portfolio. All estimated cash flows on portfolios where the cost basis has been fully recovered are classified as zero basis cash flows.
The following table summarizes the Company’s accretable yield and an estimate of zero basis future cash flows at the beginning and end of the period presented
(in thousands)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretable
Yield
|
|
Estimate of
Zero Basis
Cash Flows
|
|
Total
|
|
Balance at December 31, 2013
|
$
|
2,391,471
|
|
|
$
|
8,465
|
|
|
$
|
2,399,936
|
|
|
Revenue recognized, net
|
(231,057
|
)
|
|
(6,511
|
)
|
|
(237,568
|
)
|
|
Net additions on existing portfolios
|
92,325
|
|
|
8,555
|
|
|
100,880
|
|
|
Additions for current purchases
(1)
|
591,205
|
|
|
—
|
|
|
591,205
|
|
|
Balance at March 31, 2014
|
2,843,944
|
|
|
10,509
|
|
|
2,854,453
|
|
|
Revenue recognized, net
|
(241,523
|
)
|
|
(6,708
|
)
|
|
(248,231
|
)
|
|
Net additions on existing portfolios
|
80,582
|
|
|
6,135
|
|
|
86,717
|
|
|
Additions for current purchases
|
218,047
|
|
|
—
|
|
|
218,047
|
|
|
Balance at June 30, 2014
|
2,901,050
|
|
|
9,936
|
|
|
2,910,986
|
|
|
Revenue recognized, net
|
(244,561
|
)
|
|
(7,224
|
)
|
|
(251,785
|
)
|
|
Net additions on existing portfolios
|
161,622
|
|
|
54,184
|
|
|
215,806
|
|
|
Additions for current purchases
(2)
|
179,604
|
|
|
—
|
|
|
179,604
|
|
|
Balance at September 30, 2014
|
$
|
2,997,715
|
|
|
$
|
56,896
|
|
|
$
|
3,054,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretable
Yield
|
|
Estimate of
Zero Basis
Cash Flows
|
|
Total
|
|
Balance at December 31, 2012
|
$
|
984,944
|
|
|
$
|
17,366
|
|
|
$
|
1,002,310
|
|
|
Revenue recognized, net
|
(135,072
|
)
|
|
(5,611
|
)
|
|
(140,683
|
)
|
|
Net additions on existing portfolios
|
173,634
|
|
|
7,061
|
|
|
180,695
|
|
|
Additions for current purchases
|
66,808
|
|
|
—
|
|
|
66,808
|
|
|
Balance at March 31, 2013
|
1,090,314
|
|
|
18,816
|
|
|
1,109,130
|
|
|
Revenue recognized, net
|
(144,186
|
)
|
|
(7,838
|
)
|
|
(152,024
|
)
|
|
Net additions on existing portfolios
|
30,458
|
|
|
10,784
|
|
|
41,242
|
|
|
Additions for current purchases
(3)
|
645,865
|
|
|
—
|
|
|
645,865
|
|
|
Balance at June 30, 2013
|
1,622,451
|
|
|
21,762
|
|
|
1,644,213
|
|
|
Revenue recognized, net
|
(218,182
|
)
|
|
(7,205
|
)
|
|
(225,387
|
)
|
|
Net additions on existing portfolios
|
29,101
|
|
|
3,048
|
|
|
32,149
|
|
|
Additions for current purchases
(4)
|
975,380
|
|
|
—
|
|
|
975,380
|
|
|
Balance at September 30, 2013
|
$
|
2,408,750
|
|
|
$
|
17,605
|
|
|
$
|
2,426,355
|
|
________________________
|
|
|
|
(1)
|
Includes
$208.5 million
of portfolios acquired in connection with the Marlin Acquisition discussed in Note
2
, “Business Combinations.”
|
|
|
|
|
(2)
|
Includes
$105.4 million
of portfolios acquired in connection with the Atlantic Acquisition discussed in Note
2
, “Business Combinations.”
|
|
|
|
|
(3)
|
Includes
$383.4 million
of portfolios acquired in connection with the merger with AACC.
|
|
|
|
|
(4)
|
Includes
$559.0 million
of portfolios acquired in connection with the Cabot Acquisition.
|
During the three months ended
September 30, 2014
, the Company purchased receivable portfolios with a face value of
$4.0 billion
for
$299.5 million
, or a purchase cost of
7.5%
of face value. Purchases of charged-off credit card portfolios include
$105.4 million
of portfolios acquired in conjunction with the Atlantic Acquisition. The estimated future collections at acquisition for all portfolios purchased during the quarter amounted to
$0.6 billion
. During the three months ended
September 30, 2013
, the Company purchased receivable portfolios with a face value of
$13.4 billion
for
$617.9 million
, or a
purchase cost of
4.6%
of face value. This included
$559.0 million
of portfolios acquired in conjunction with the Cabot Acquisition. During the
nine months ended
September 30, 2014
, the Company purchased receivable portfolios with a face value of
$11.3 billion
for
$992.8 million
, or a purchase cost of
8.8%
of face value. Purchases of charged-off credit card portfolios include
$105.4 million
of portfolio acquired in connection with the Atlantic Acquisition and
$208.5 million
of portfolios acquired in conjunction with the Marlin Acquisition. The estimated future collections at acquisition for all portfolios purchased during the period amounted to
$2.0 billion
. During the
nine months ended
September 30, 2013
, the Company purchased receivable portfolios with a face value of
$83.9 billion
for
$1.1 billion
, or a purchase cost of
1.3%
of face value. Included in this amount is the purchase of receivables related to AACC of
$383.4 million
with a face value of
$68.2 billion
or a purchase cost of
0.6%
of face value. The lower purchase rate for the AACC portfolio is due to the Company’s purchase of AACC which included all portfolios owned, including accounts that have no value. No value accounts would typically not be included in a portfolio purchase transaction, as the sellers would remove them from the accounts being sold to the Company prior to sale.
All collections realized after the net book value of a portfolio has been fully recovered (“Zero Basis Portfolios”) are recorded as revenue (“Zero Basis Revenue”). During the three months ended
September 30, 2014
and
2013
, Zero Basis Revenue was approximately
$4.5 million
and
$4.2 million
, respectively. During the
nine months ended
September 30, 2014
and
2013
, Zero Basis Revenue was approximately
$11.5 million
and
$13.6 million
, respectively.
The following tables summarize the changes in the balance of the investment in receivable portfolios during the following periods (
in thousands, except percentages
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2014
|
|
|
Accrual Basis
Portfolios
|
|
Cost Recovery
Portfolios
|
|
Zero Basis
Portfolios
|
|
Total
|
|
Balance, beginning of period
|
$
|
1,978,493
|
|
|
$
|
9,492
|
|
|
$
|
—
|
|
|
$
|
1,987,985
|
|
|
Purchases of receivable portfolios
(1)
|
297,800
|
|
|
1,709
|
|
|
—
|
|
|
299,509
|
|
|
Transfer of portfolios
|
(11,519
|
)
|
|
11,519
|
|
|
—
|
|
|
—
|
|
|
Gross collections
(2)
|
(395,945
|
)
|
|
(4,056
|
)
|
|
(7,219
|
)
|
|
(407,220
|
)
|
|
Put-backs and recalls
|
(2,817
|
)
|
|
1,278
|
|
|
(5
|
)
|
|
(1,544
|
)
|
|
Foreign currency adjustments
|
(55,865
|
)
|
|
(1,418
|
)
|
|
—
|
|
|
(57,283
|
)
|
|
Revenue recognized
|
241,502
|
|
|
—
|
|
|
4,480
|
|
|
245,982
|
|
|
Portfolio allowance reversals, net
|
3,059
|
|
|
—
|
|
|
2,744
|
|
|
5,803
|
|
|
Balance, end of period
|
$
|
2,054,708
|
|
|
$
|
18,524
|
|
|
$
|
—
|
|
|
$
|
2,073,232
|
|
|
Revenue as a percentage of collections
(3)
|
61.0
|
%
|
|
0.0
|
%
|
|
62.1
|
%
|
|
60.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2013
|
|
|
Accrual Basis
Portfolios
|
|
Cost Recovery
Portfolios
|
|
Zero Basis
Portfolios
|
|
Total
|
|
Balance, beginning of period
|
$
|
1,090,922
|
|
|
$
|
5,776
|
|
|
$
|
—
|
|
|
$
|
1,096,698
|
|
|
Purchases of receivable portfolios
(4)
|
616,779
|
|
|
1,073
|
|
|
—
|
|
|
617,852
|
|
|
Transfer of portfolios
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Gross collections
(2)
|
(371,482
|
)
|
|
(983
|
)
|
|
(7,205
|
)
|
|
(379,670
|
)
|
|
Put-backs and recalls
|
(755
|
)
|
|
(242
|
)
|
|
—
|
|
|
(997
|
)
|
|
Foreign currency adjustments
|
36,372
|
|
|
—
|
|
|
—
|
|
|
36,372
|
|
|
Revenue recognized
|
218,182
|
|
|
—
|
|
|
4,227
|
|
|
222,409
|
|
|
Portfolio allowance reversals, net
|
—
|
|
|
—
|
|
|
2,978
|
|
|
2,978
|
|
|
Balance, end of period
|
$
|
1,590,018
|
|
|
$
|
5,624
|
|
|
$
|
—
|
|
|
$
|
1,595,642
|
|
|
Revenue as a percentage of collections
(3)
|
58.7
|
%
|
|
0.0
|
%
|
|
58.7
|
%
|
|
58.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2014
|
|
|
Accrual Basis
Portfolios
|
|
Cost Recovery
Portfolios
|
|
Zero Basis
Portfolios
|
|
Total
|
|
Balance, beginning of period
|
$
|
1,585,587
|
|
|
$
|
4,662
|
|
|
$
|
—
|
|
|
$
|
1,590,249
|
|
|
Purchases of receivable portfolios
(1)(5)
|
991,127
|
|
|
1,709
|
|
|
—
|
|
|
992,836
|
|
|
Transfer of portfolios
|
(18,682
|
)
|
|
18,682
|
|
|
—
|
|
|
—
|
|
|
Gross collections
(2)
|
(1,186,431
|
)
|
|
(6,305
|
)
|
|
(20,438
|
)
|
|
(1,213,174
|
)
|
|
Put-backs and recalls
|
(11,640
|
)
|
|
875
|
|
|
(5
|
)
|
|
(10,770
|
)
|
|
Foreign currency adjustments
|
(22,394
|
)
|
|
(1,099
|
)
|
|
—
|
|
|
(23,493
|
)
|
|
Revenue recognized
|
713,656
|
|
|
—
|
|
|
11,473
|
|
|
725,129
|
|
|
Portfolio allowance reversals, net
|
3,485
|
|
|
—
|
|
|
8,970
|
|
|
12,455
|
|
|
Balance, end of period
|
$
|
2,054,708
|
|
|
$
|
18,524
|
|
|
$
|
—
|
|
|
$
|
2,073,232
|
|
|
Revenue as a percentage of collections
(3)
|
60.2
|
%
|
|
0.0
|
%
|
|
56.1
|
%
|
|
59.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2013
|
|
|
Accrual Basis
Portfolios
|
|
Cost Recovery
Portfolios
|
|
Zero Basis
Portfolios
|
|
Total
|
|
Balance, beginning of period
|
$
|
873,119
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
873,119
|
|
|
Purchases of receivable portfolios
(4)(6)
|
1,098,663
|
|
|
1,073
|
|
|
—
|
|
|
1,099,736
|
|
|
Transfer of portfolios
|
(6,649
|
)
|
|
6,649
|
|
|
—
|
|
|
—
|
|
|
Gross collections
(2)
|
(905,751
|
)
|
|
(1,825
|
)
|
|
(20,652
|
)
|
|
(928,228
|
)
|
|
Put-backs and recalls
|
(2,512
|
)
|
|
(273
|
)
|
|
(2
|
)
|
|
(2,787
|
)
|
|
Foreign currency adjustments
|
35,708
|
|
|
—
|
|
|
—
|
|
|
35,708
|
|
|
Revenue recognized
|
496,804
|
|
|
—
|
|
|
13,632
|
|
|
510,436
|
|
|
Portfolio allowance reversals, net
|
636
|
|
|
—
|
|
|
7,022
|
|
|
7,658
|
|
|
Balance, end of period
|
$
|
1,590,018
|
|
|
$
|
5,624
|
|
|
$
|
—
|
|
|
$
|
1,595,642
|
|
|
Revenue as a percentage of collections
(3)
|
54.8
|
%
|
|
0.0
|
%
|
|
66.0
|
%
|
|
55.0
|
%
|
________________________
|
|
|
|
(1)
|
Purchases of portfolio receivables include
$105.4 million
acquired in connection with the Atlantic Acquisition in August 2014 discussed in Note
2
, “Business Combinations.”
|
|
|
|
|
(2)
|
Does not include amounts collected on behalf of others.
|
|
|
|
|
(3)
|
Revenue as a percentage of collections excludes the effects of net portfolio allowances or net portfolio allowance reversals.
|
|
|
|
|
(4)
|
Includes
$559.0 million
of portfolios acquired in connection with the Cabot Acquisition.
|
|
|
|
|
(5)
|
Includes
$208.5 million
acquired in connection with the Marlin Acquisition in February 2014 discussed in Note
2
, “Business Combinations.”
|
|
|
|
|
(6)
|
Includes
$383.4 million
of portfolios acquired in connection with the merger with AACC.
|
The following table summarizes the change in the valuation allowance for investment in receivable portfolios during the periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation Allowance
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
Balance at beginning of period
|
$
|
86,428
|
|
|
$
|
100,593
|
|
|
$
|
93,080
|
|
|
$
|
105,273
|
|
|
Provision for portfolio allowances
|
—
|
|
|
—
|
|
|
—
|
|
|
479
|
|
|
Reversal of prior allowances
|
(5,803
|
)
|
|
(2,978
|
)
|
|
(12,455
|
)
|
|
(8,137
|
)
|
|
Balance at end of period
|
$
|
80,625
|
|
|
$
|
97,615
|
|
|
$
|
80,625
|
|
|
$
|
97,615
|
|
Note
7
: Deferred Court Costs, Net
The Company pursues legal collection using a network of attorneys that specialize in collection matters and through its internal legal channel. The Company generally pursues collections through legal means only when it believes a consumer has sufficient assets to repay their indebtedness but has, to date, been unwilling to pay. In order to pursue legal collections the
Company is required to pay certain upfront costs to the applicable courts which are recoverable from the consumer (“Deferred Court Costs”).
The Company capitalizes Deferred Court Costs in its consolidated financial statements and provides a reserve for those costs that it believes will ultimately be uncollectible. The Company determines the reserve based on its analysis of court costs that have been advanced and those that have been recovered. Historically, the Company wrote off Deferred Court Costs not recovered within three years of placement. However, as a result of a history of court cost recoveries beyond
three years
, the Company has determined that court costs are recovered over a longer period of time. As a result, in January 2013, on a prospective basis, the Company began increasing its deferral period from
three years
to
five years
. Collections received from debtors are first applied against related court costs with the balance applied to the debtors’ account balance.
Deferred Court Costs consist of the following as of the dates presented (
in thousands
):
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2014
|
|
December 31,
2013
|
|
Court costs advanced
|
$
|
505,951
|
|
|
$
|
399,274
|
|
|
Court costs recovered
|
(191,040
|
)
|
|
(147,166
|
)
|
|
Court costs reserve
|
(261,781
|
)
|
|
(210,889
|
)
|
|
|
$
|
53,130
|
|
|
$
|
41,219
|
|
A roll forward of the Company’s court cost reserve is as follows (
in thousands
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Court Cost Reserve
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
Balance at beginning of period
|
$
|
(243,832
|
)
|
|
$
|
(176,094
|
)
|
|
$
|
(210,889
|
)
|
|
$
|
(149,080
|
)
|
|
Provision for court costs
|
(17,949
|
)
|
|
(17,866
|
)
|
|
(50,892
|
)
|
|
(44,880
|
)
|
|
Balance at end of period
|
$
|
(261,781
|
)
|
|
$
|
(193,960
|
)
|
|
$
|
(261,781
|
)
|
|
$
|
(193,960
|
)
|
Note 8: Receivables Secured by Property Tax Liens, Net
Propel’s receivables are secured by property tax liens. Repayment of the property tax liens is generally dependent on the property owner but can also come through payments from other lien holders or, in less than one half of one percent of cases, from foreclosure on the properties. Propel records receivables secured by property tax liens at their outstanding principal balances, adjusted for, if any, charge-offs, allowance for losses, deferred fees or costs, and unamortized premiums or discounts. Interest income is reported on the interest method and includes amortization of net deferred fees and costs over the term of the agreements. Propel accrues interest on all past due receivables secured by tax liens as the receivables are collateralized by tax liens that are in a priority position over most other liens on the properties. If there is doubt about the ultimate collection of the accrued interest on a specific portfolio, it would be placed on non-accrual basis and, at that time, all accrued interest would be reversed. No receivables secured by property tax liens have been placed on a non-accrual basis. The typical redemption period for receivables secured by property tax liens is less than
84
months.
On May 6, 2014, Propel, through its subsidiaries, completed the securitization of a pool of approximately
$141.5 million
in receivables secured by property tax liens on real property located in the State of Texas. In connection with the securitization, investors purchased approximately
$134.0 million
in aggregate principal amount of
1.44%
notes collateralized by these property tax liens. The special purpose entity that is used for the securitization is consolidated by the Company as a VIE. The receivables recognized as a result of consolidating this VIE do not represent assets that can be used to satisfy claims against the Company’s general assets.
At
September 30, 2014
, the Company had approximately
$276.1 million
in receivables secured by property tax liens, of which $
117.0 million
was carried at the VIE.
Note 9: Other Assets
Other assets consist of the following (
in thousands
):
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2014
|
|
December 31,
2013
|
|
Debt issuance costs, net of amortization
|
$
|
40,453
|
|
|
$
|
28,066
|
|
|
Prepaid income taxes
|
29,301
|
|
|
5,009
|
|
|
Prepaid expenses
|
21,940
|
|
|
23,487
|
|
|
Funds held in escrow
|
17,524
|
|
|
—
|
|
|
Deferred tax assets
|
17,209
|
|
|
13,974
|
|
|
Identifiable intangible assets, net
|
17,034
|
|
|
23,549
|
|
|
Service fee receivables
|
12,692
|
|
|
8,954
|
|
|
Interest receivable
|
12,178
|
|
|
7,956
|
|
|
Other financial receivables
|
7,666
|
|
|
7,962
|
|
|
Receivable from seller
|
7,357
|
|
|
—
|
|
|
Security deposits
|
4,814
|
|
|
2,500
|
|
|
Recoverable legal fees
|
2,826
|
|
|
3,049
|
|
|
Other
|
27,125
|
|
|
30,277
|
|
|
|
$
|
218,119
|
|
|
$
|
154,783
|
|
Note
10
: Debt
The Company is in compliance with all covenants under its financing arrangements. The components of the Company’s consolidated debt and capital lease obligations are as follows
(in thousands)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2014
|
|
December 31,
2013
|
|
Encore revolving credit facility
|
$
|
429,000
|
|
|
$
|
356,000
|
|
|
Encore term loan facility
|
147,984
|
|
|
140,625
|
|
|
Encore senior secured notes
|
47,500
|
|
|
58,750
|
|
|
Encore convertible senior notes
|
448,500
|
|
|
287,500
|
|
|
Less: Debt discount
|
(53,461
|
)
|
|
(42,240
|
)
|
|
Propel facilities
|
109,660
|
|
|
170,630
|
|
|
Propel securitized notes
|
113,401
|
|
|
—
|
|
|
Cabot senior secured notes
|
1,118,628
|
|
|
603,272
|
|
|
Add: Debt premium
|
72,595
|
|
|
43,583
|
|
|
Cabot senior revolving credit facility
|
92,434
|
|
|
—
|
|
|
Preferred equity certificates
|
210,891
|
|
|
199,821
|
|
|
Capital lease obligations
|
15,274
|
|
|
12,219
|
|
|
Other
|
38,340
|
|
|
20,271
|
|
|
|
$
|
2,790,746
|
|
|
$
|
1,850,431
|
|
Encore Revolving Credit Facility and Term Loan Facility
On February 25, 2014, Encore amended its revolving credit facility and term loan facility (the “Credit Facility”) pursuant to a Second Amended and Restated Credit Agreement. On August 1, 2014, Encore further amended the Credit Facility pursuant to Amendment No. 1 to the Second Amended and Restated Credit Agreement (as amended, the “Restated Credit Agreement”). The Restated Credit Agreement includes a revolving credit facility tranche of
$692.6 million
, a term loan facility tranche of
$153.8 million
, and an accordion feature that allows the Company to increase the revolving credit facility by an additional
$250.0 million
. Including the accordion feature, the maximum amount that can be borrowed under the Credit Facility is
$1.1 billion
. The Restated Credit Agreement has a
five
-year maturity, expiring in
February 2019
, except with respect to
two
subtranches of the term loan facility of
$60.0 million
and
$6.3 million
, maturing in
February 2017
and
November 2017
, respectively.
Provisions of the Restated Credit Agreement include, but are not limited to:
|
|
|
|
•
|
A revolving loan of
$692.6 million
, with interest at a floating rate equal to, at the Company’s option, either: (1) reserve adjusted London Interbank Offered Rate (“LIBOR”), plus a spread that ranges from
250
to
300 basis points
depending on the Company’s cash flow leverage ratio; or (2) Alternate Base Rate, plus a spread that ranges from
150
to
200 basis points
depending on the Company’s cash flow leverage ratio. “Alternate Base Rate,” as defined in the agreement, means the highest of (i) the per annum rate which the administrative agent publicly announces from time to time as its prime lending rate, (ii) the federal funds effective rate from time to time, plus
0.5%
per annum and (iii) reserved adjusted LIBOR determined on a daily basis for a one month interest period, plus
1.0%
per annum;
|
|
|
|
|
•
|
An
$87.5 million
five
-year term loan, with interest at a floating rate equal to, at the Company’s option, either: (1) reserve adjusted LIBOR, plus a spread that ranges from
250
to
300 basis points
, depending on the Company’s cash flow leverage ratio; or (2) Alternate Base Rate, plus a spread that ranges from
150
to
200 basis points
, depending on the Company’s cash flow leverage ratio. Principal amortizes
$4.4 million
in 2014,
$4.4 million
in 2015,
$6.6 million
in 2016,
$8.8 million
in 2017, and
$8.8 million
in 2018 with the remaining principal due at the end of the term;
|
|
|
|
|
•
|
A
$60.0 million
term loan maturing on
February 25, 2017
, with interest at a floating rate equal to, at the Company’s option, either: (1) reserve adjusted LIBOR, plus a spread that ranges from
200
to
250 basis points
, depending on the Company’s cash flow leverage ratio; or (2) Alternate Base Rate, plus a spread that ranges from
100
to
150 basis points
, depending on the Company’s cash flow leverage ratio. Principal amortizes
$3.0 million
in 2014,
$3.0 million
in 2015, and
$4.5 million
in 2016 with the remaining principal due at the end of the term;
|
|
|
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•
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A
$6.3 million
term loan maturing on
November 3, 2017
, with interest at a floating rate equal to, at the Company’s option, either: (1) reserve adjusted LIBOR, plus a spread that ranges from
250
to
300 basis points
, depending on the Company’s cash flow leverage ratio; or (2) Alternate Base Rate, plus a spread that ranges from
150
to
200 basis points
, depending on the Company’s cash flow leverage ratio. Principal amortizes
$0.4 million
in 2014,
$0.5 million
in 2015,
$0.6 million
in 2016 and
$0.5 million
in 2017 with the remaining principal due at the end of the term;
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•
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A borrowing base equal to (1) the lesser of (i)
30%
—
35%
(depending on the Company’s trailing 12-month cost per dollar collected) of all eligible non-bankruptcy estimated remaining collections, initially set at
33%
, plus
55%
of eligible estimated remaining collections for consumer receivables subject to bankruptcy, and (ii) the product of the net book value of all receivable portfolios acquired on or after January 1, 2005 multiplied by
95%
, minus (2) the sum of the aggregate principal amount outstanding of Encore’s Senior Secured Notes (as defined below) plus the aggregate principal amount outstanding under the term loans;
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•
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The allowance of additional unsecured or subordinated indebtedness not to exceed
$750.0 million
;
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•
|
Restrictions and covenants, which limit the payment of dividends and the incurrence of additional indebtedness and liens, among other limitations;
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•
|
Repurchases of up to
$50.0 million
of Encore’s common stock after February 25, 2014, subject to compliance with certain covenants and available borrowing capacity;
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•
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A change of control definition, which excludes acquisitions of stock by Red Mountain Capital Partners LLC, JCF FPK LLP and their respective affiliates of up to
50%
of the outstanding shares of Encore’s voting stock;
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•
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Events of default which, upon occurrence, may permit the lenders to terminate the facility and declare all amounts outstanding to be immediately due and payable;
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•
|
A pre-approved acquisition limit of
$225.0 million
in the aggregate, for acquisitions after August 1, 2014;
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|
•
|
A basket to allow for investments in unrestricted subsidiaries of
$250.0 million
;
|
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|
|
•
|
A basket to allow for investments in certain subsidiaries of Propel of
$200.0 million
;
|
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|
|
|
•
|
An annual foreign portfolio investment and loan basket of
$150.0 million
; and
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|
•
|
Collateralization by all assets of the Company, other than the assets of unrestricted subsidiaries as defined in the Restated Credit Agreement.
|
At
September 30, 2014
, the outstanding balance under the Restated Credit Agreement was
$577.0 million
. The weighted average interest rate was
2.95%
and
3.07%
for the three months ended
September 30, 2014
and
2013
, respectively, and
2.92%
and
3.13%
for the
nine months ended
September 30, 2014
and
2013
, respectively.
Encore Senior Secured Notes
In 2010 and 2011 Encore entered into an aggregate of
$75.0 million
in senior secured notes with certain affiliates of Prudential Capital Group (the “Senior Secured Notes”).
$25.0 million
of the Senior Secured Notes bear an annual interest rate of
7.375%
, mature in
2018
and require quarterly principal payments of
$1.25 million
. Prior to May 2013, these notes required quarterly payments of interest only. The remaining
$50.0 million
of Senior Secured Notes bear an annual interest rate of
7.75%
, mature in
2017
and require quarterly principal payments of
$2.5 million
. Prior to December 2012 these notes required quarterly interest only payments. As of
September 30, 2014
,
$47.5 million
is outstanding under these obligations.
The Senior Secured Notes are guaranteed in full by certain of Encore’s subsidiaries. Similar to, and
pari passu
with, Encore’s credit facility, the Senior Secured Notes are also collateralized by all of the assets of the Company other than the assets of unrestricted subsidiaries as defined in the Restated Credit Agreement. The Senior Secured Notes may be accelerated and become automatically and immediately due and payable upon certain events of default, including certain events related to insolvency, bankruptcy, or liquidation. Additionally, the Senior Secured Notes may be accelerated at the election of the holder or holders of a majority in principal amount of the Senior Secured Notes upon certain events of default by Encore, including the breach of affirmative covenants regarding guarantors, collateral, most favored lender treatment, minimum revolving credit facility commitment or the breach of any negative covenant. If Encore prepays the Senior Secured Notes at any time for any reason, payment will be at the higher of par or the present value of the remaining scheduled payments of principal and interest on the portion being prepaid. The discount rate used to determine the present value is
50 basis points
over the then current Treasury Rate corresponding to the remaining average life of the senior secured notes. The covenants are substantially similar to those in the Restated Credit Agreement. Prudential Capital Group and the administrative agent for the lenders of the Restated Credit Agreement have an intercreditor agreement related to their pro rata rights to the collateral, actionable default, powers and duties and remedies, among other topics. The terms of the Senior Secured Notes were amended in connection with the Restated Credit Agreement in order to properly align certain provisions between the two agreements.
Encore Convertible Senior Notes
In November and December 2012, Encore sold
$115.0 million
aggregate principal amount of
3.0%
2017 Convertible Notes that mature on November 27, 2017 in private placement transactions. In June and July 2013, Encore sold
$172.5 million
aggregate principal amount of
3.0%
2020 Convertible Notes that mature on July 1, 2020 in private placement transactions. In March 2014, Encore sold
$161.0 million
aggregate principal amount of
2.875%
2021 Convertible Notes that mature on March 15, 2021 in private placement transactions. The interest on these unsecured convertible senior notes (collectively, the “Convertible Notes”), is payable semi-annually.
Prior to the close of business on the business day immediately preceding their respective conversion date (listed below), holders may convert their Convertible Notes under certain circumstances set forth in the applicable Convertible Notes indentures. On or after their respective conversion dates until the close of business on the scheduled trading day immediately preceding their respective maturity date, holders may convert their Convertible Notes at any time. Certain key terms related to the convertible features for each of the Convertible Notes as of September 30, 2014 are listed below.
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2017 Convertible Notes
|
|
2020 Convertible Notes
|
|
2021 Convertible Notes
|
|
Initial conversion price
|
$
|
31.56
|
|
|
$
|
45.72
|
|
|
$
|
59.39
|
|
|
Closing stock price at date of issuance
|
$
|
25.66
|
|
|
$
|
33.35
|
|
|
$
|
47.51
|
|
|
Closing stock price date
|
November 27, 2012
|
|
|
June 24, 2013
|
|
|
March 5, 2014
|
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|
Conversion rate (shares per $1,000 principal amount)
|
31.6832
|
|
|
21.8718
|
|
|
16.8386
|
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|
Conversion date
(1)
|
May 27, 2017
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|
January 1, 2020
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|
September 15, 2020
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_______________________
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(1)
|
2017 Convertible Notes became convertible on January 2, 2014, as certain early conversion events were satisfied. Refer to “Conversion and EPS impact” section below for further details.
|
In the event of conversion, the 2017 Convertible Notes are convertible into cash up to the aggregate principal amount of the notes. The excess conversion premium may be settled in cash or shares of the Company’s common stock at the discretion of the Company. In the event of conversion, holders of the Company’s 2020 and 2021 Convertible Notes will receive cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. The Company’s current intent is to settle conversions through combination settlement (
i.e.,
convertible into cash up to
the aggregate principal amount, and shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, for the remainder). As a result, and in accordance with authoritative guidance related to derivatives and hedging and earnings per share, only the conversion spread is included in the diluted earnings per share calculation, if dilutive. Under such method, the settlement of the conversion spread has a dilutive effect when, during any quarter, the average share price of the Company’s common stock exceeds the initial conversion prices listed in the above table.
Authoritative guidance related to debt with conversion and other options requires that issuers of convertible debt instruments that, upon conversion, may be settled fully or partially in cash, must separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. Additionally, debt issuance costs are required to be allocated in proportion to the allocation of the liability and equity components and accounted for as debt issuance costs and equity issuance costs, respectively.
The debt and equity components, the issuance costs related to the equity component, the stated interest rate, and the effective interest rate for each of the Convertible Notes are listed below
(in thousands, except percentages)
:
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2017 Convertible Notes
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2020 Convertible Notes
|
|
2021 Convertible Notes
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|
Debt component
|
$
|
100,298
|
|
|
$
|
140,271
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|
|
$
|
143,604
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|
Equity component
|
$
|
14,702
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|
|
$
|
32,229
|
|
|
$
|
17,396
|
|
|
Equity issuance cost
|
$
|
788
|
|
|
$
|
1,113
|
|
|
$
|
575
|
|
|
Stated interest rate
|
3.000
|
%
|
|
3.000
|
%
|
|
2.875
|
%
|
|
Effective interest rate
|
6.000
|
%
|
|
6.350
|
%
|
|
4.700
|
%
|
The balances of the liability and equity components of all of the Convertible Notes outstanding were as follows
(in thousands)
:
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|
|
|
|
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|
|
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|
|
September 30,
2014
|
|
December 31,
2013
|
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Liability component—principal amount
|
$
|
448,500
|
|
|
$
|
287,500
|
|
|
Unamortized debt discount
|
(53,461
|
)
|
|
(42,240
|
)
|
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Liability component—net carrying amount
|
$
|
395,039
|
|
|
$
|
245,260
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Equity component
|
$
|
54,523
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|
|
$
|
46,954
|
|
The debt discount is being amortized into interest expense over the remaining life of the convertible notes using the effective interest rates. Interest expense related to the convertible notes was as follows
(in thousands)
:
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|
|
|
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Three Months Ended September 30,
|
|
Nine Months Ended September 30,
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|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
Interest expense—stated coupon rate
|
$
|
3,316
|
|
|
$
|
2,141
|
|
|
$
|
9,080
|
|
|
$
|
3,947
|
|
|
Interest expense—amortization of debt discount
|
2,228
|
|
|
1,570
|
|
|
6,164
|
|
|
2,887
|
|
|
Total interest expense—convertible notes
|
$
|
5,544
|
|
|
$
|
3,711
|
|
|
$
|
15,244
|
|
|
$
|
6,834
|
|
Convertible Notes Hedge Transactions
In order to reduce the risk related to the potential dilution and/or the potential cash payments the Company is required to make in the event that the market price of the Company’s common stock becomes greater than the conversion price of the Convertible Notes, the Company maintains a hedge program that increases the effective conversion price for each of the Convertible Notes. All of the hedge instruments related to the Convertible Notes have been determined to be indexed to the Company’s own stock and meet the criteria for equity classification. In accordance with authoritative guidance, the Company recorded the cost of the hedge instruments as a reduction in additional paid-in capital, and will not recognize subsequent changes in fair value of these financial instruments in its consolidated financial statements.
The initial hedge instruments the Company entered into in connection with its issuance of the 2017 Convertible Notes had an effective conversion price of
$44.19
. On December 16, 2013, the Company entered into amendments to the hedge instruments to further increase the effective conversion price from
$44.19
to
$60.00
.
The details of the hedge program for each of the Convertible Notes are listed below
(in thousands, except conversion price)
:
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|
|
|
|
|
2017 Convertible Notes
|
|
2020 Convertible Notes
|
|
2021 Convertible Notes
|
|
Cost of the hedge transaction(s)
|
$
|
50,595
|
|
|
$
|
18,113
|
|
|
$
|
19,545
|
|
|
Initial conversion price
|
$
|
31.56
|
|
|
$
|
45.72
|
|
|
$
|
59.39
|
|
|
Effective conversion price
|
$
|
60.00
|
|
|
$
|
61.55
|
|
|
$
|
83.14
|
|
Conversion and Earnings Per Share Impact
During the quarter ending December 31, 2013, the closing price of the Company’s common stock exceeded
130%
of the conversion price of the 2017 Convertible Notes for more than
20
trading days during a
30
consecutive trading day period, thereby satisfying one of the early conversion events. As a result, the 2017 Convertible Notes became convertible on demand effective January 2, 2014, and the holders were notified that they could elect to submit their 2017 Convertible Notes for conversion. The carrying value of the 2017 Convertible Notes continues to be reported as debt as the Company intends to draw on the Credit Facility or use cash on hand to settle the principal amount of any such conversions in cash. No gain or loss was recognized when the debt became convertible. The estimated fair value of the 2017 Convertible Notes was approximately
$185.0 million
as of
September 30, 2014
. In addition, upon becoming convertible, a portion of the equity component that was recorded at the time of the issuance of the 2017 Convertible Notes was considered redeemable and that portion of the equity was reclassified to temporary equity in the Company’s condensed consolidated statements of financial condition. Such amount was determined based on the cash consideration to be paid upon conversion and the carrying amount of the debt. Upon conversion, the holders of the 2017 Convertible Notes will be paid in cash for the principal amount and issued shares or a combination of cash and shares for the remaining value of the 2017 Convertible Notes. As a result, the Company reclassified
$9.8 million
of the equity component to temporary equity as of
September 30, 2014
. If a conversion event takes place, this temporary equity balance will be recalculated based on the difference between the 2017 Convertible Notes principal and the debt carrying value. If the 2017 Convertible Notes are settled, an amount equal to the fair value of the liability component, immediately prior to the settlement, will be deducted from the fair value of the total settlement consideration transferred and allocated to the liability component. Any difference between the amount allocated to the liability and the net carrying amount of the 2017 Convertible Notes (including any unamortized debt issue costs and discount) will be recognized in earnings as a gain or loss on debt extinguishment. Any remaining consideration is allocated to the reacquisition of the equity component and will be recognized as a reduction in stockholders’ equity.
None of the 2017 Convertible Notes were converted during the
three and nine months ended
September 30, 2014
.
In accordance with authoritative guidance related to derivatives and hedging and earnings per share calculation, only the conversion spread of the Convertible Notes is included in the diluted earnings per share calculation, if dilutive. Under such method, the settlement of the conversion spread has a dilutive effect when the average share price of the Company’s common stock during any quarter exceeds the respective conversion price of each of the Convertible Notes. The average share price of the Company’s common stock for the
three and nine months ended
September 30, 2014
and 2013, exceeded the initial conversion price of the 2017 Convertible Notes. The dilutive effect from the 2017 Convertible Notes was approximately
1.0 million
and
0.8 million
shares for the three months ended September 30, 2014 and 2013, respectively, and
1.1 million
and
0.3 million
shares for the nine months ended
September 30, 2014
and 2013, respectively. See Note
3
, “Earnings Per Share” for additional information.
Propel Facilities
Propel Facility I
Propel has a
$200.0 million
syndicated loan facility (the “Propel Facility I”). The Propel Facility I is used to originate or purchase tax lien assets related to properties in Texas and Arizona.
The Propel Facility I expires in
May 2015
and includes the following key provisions:
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|
|
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•
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Interest at Propel’s option, at either: (1) LIBOR, plus a spread that ranges from
300
to
375 basis points
, depending on Propel’s cash flow leverage ratio; or (2) Prime Rate, which is defined in the agreement as the rate of interest per annum equal to the sum of (a) the interest rate quoted in the “Money Rates” section of
The Wall Street Journal
from time to time and designated as the “Prime Rate”
plus
(b) the Prime Rate Margin, which is a spread that ranges from
0
to
75 basis points
, depending on Propel’s cash flow leverage ratio;
|
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|
|
|
•
|
A borrowing base of
90%
of the face value of the tax lien collateralized payment arrangements;
|
|
|
|
|
•
|
Interest payable monthly; principal and interest due at maturity;
|
|
|
|
|
•
|
Restrictions and covenants, which limit, among other things, the payment of dividends and the incurrence of additional indebtedness and liens; and
|
|
|
|
|
•
|
Events of default which, upon occurrence, may permit the lender to terminate the Propel Facility I and declare all amounts outstanding to be immediately due and payable.
|
The Propel Facility I is primarily collateralized by the Tax Liens in Texas and requires Propel to maintain various financial covenants, including a minimum interest coverage ratio and a maximum cash flow leverage ratio.
At
September 30, 2014
, the outstanding balance on the Propel Facility I was
$38.5 million
. The weighted average interest rate was
3.15%
and
3.37%
for the three months ended
September 30, 2014
and
2013
, respectively, and
3.34%
and
3.26%
for the
nine months ended
September 30, 2014
and
2013
, respectively.
Propel Facility II
On May 15, 2013, the Company, through affiliates of Propel, entered into a
$100.0 million
revolving credit facility (the “Propel Facility II”). On May 6, 2014, the Propel Facility II was amended by the parties. The amended Propel Facility II is used to purchase tax liens from taxing authorities in various states, expires on May 10, 2019, and includes the following key provisions:
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|
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|
•
|
Propel could draw up to
$190.0 million
at any time during the period from July 1, 2014, up to and including September 30, 2014, and can draw up to
$150.0 million
through May 15, 2017;
|
|
|
|
|
•
|
The committed amount can be drawn on a revolving basis until May 15, 2017 (unless terminated earlier in accordance with the terms of the facility). During the following two years, until the May 10, 2019 expiration date,
no
additional draws are permitted, and all proceeds from the tax liens are used to repay any amounts outstanding under the facility. So long as no events or default have occurred, Propel may extend the expiration date for additional one year periods.
|
|
|
|
|
•
|
Prior to the expiration of the facility, interest at a per annum floating rate equal to LIBOR plus
3.25%
, other than for advances related to tax liens in Texas, for which interest is LIBOR plus
2.50%
;
|
|
|
|
|
•
|
Following the expiration of the facility, or upon the occurrence of an event of default, interest at
400 basis points
plus the greater of (i) a per annum floating rate equal to LIBOR plus
3.25%
(or
2.50%
for advances related to tax liens in Texas), or (ii) Prime Rate, which is defined in the agreement as the rate most recently announced by the lender at its branch in San Francisco, California, from time to time as its prime commercial rate for United States dollar-denominated loans made in the United States;
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|
|
|
|
•
|
Proceeds from the tax liens are applied to pay interest, principal and other obligations incurred in connection with the Propel Facility II on a monthly basis as defined in the agreement;
|
|
|
|
|
•
|
Special purpose entity covenants designed to protect the bankruptcy-remoteness of the borrowers and additional restrictions and covenants, which limit, among other things, the payment of certain dividends, the occurrence of additional indebtedness and liens and use of the collections proceeds from the certain Tax Liens; and
|
|
|
|
|
•
|
Events of default which, upon occurrence, may permit the lender to terminate the Propel Facility II and declare all amounts outstanding to be immediately due and payable.
|
The Propel Facility II is collateralized by the Tax Liens acquired under the Propel Facility II. At
September 30, 2014
, the outstanding balance on the Propel Facility II was
$46.6 million
. The weighted average interest rate was
3.94%
and
3.73%
for the three months ended
September 30, 2014
and
2013
, respectively, and
3.80%
and
3.53%
the
nine months ended
September 30, 2014
and
2013
.
Propel Term Loan Facility
On May 2, 2014, the Company, through affiliates of Propel, entered into a
$31.9 million
term loan facility (the “Propel Term Loan Facility”). The Propel Term Loan Facility was entered into to fund the acquisition of a portfolio of tax liens and other assets in a transaction valued at approximately
$43.0 million
and matures in October 2016.
At
September 30, 2014
, the outstanding balance on the Propel Term Loan Facility was
$24.6 million
, and the weighted average interest rate for the three and nine months ended
September 30, 2014
was
4.36%
and
4.48%
, respectively.
Propel Securitized Notes
On May 6, 2014, Propel, through its affiliates, completed the securitization of a pool of approximately
$141.5 million
in payment agreements and contracts relating to unpaid real property taxes, assessments, and other charges secured by liens on real property located in the State of Texas (the “Securitized Texas Tax Liens”). In connection with the securitization, investors purchased, in a private placement, approximately
$134.0 million
in aggregate principal amount of
1.44%
notes collateralized by the Securitized Texas Tax Liens (the “Propel Securitized Notes”), due May 15, 2029. The payment agreements and contracts will continue to be serviced by Propel.
The Propel Securitized Notes are payable solely from the collateral and represent non-recourse obligations of the consolidated securitization entity PFS Tax Lien Trust 2014-1, a Delaware statutory trust and an affiliate of Propel. Interest accrues monthly at the rate of
1.44%
per annum. Principal and interest on the Propel Securitized Notes are payable on the 15
th
day of each calendar month. Propel used the net proceeds to pay down borrowings under the Propel Facility I, pay certain expenses incurred in connection with the issuance of the Propel Securitized Notes and fund certain reserves.
At
September 30, 2014
, the outstanding balance on the Propel Securitized Notes was
$113.4 million
.
Cabot Senior Secured Notes
On September 20, 2012, Cabot Financial (Luxembourg) S.A. (“Cabot Financial”), an indirect subsidiary of Janus Holdings, issued
£265.0 million
(approximately
$438.4 million
) in aggregate principal amount of
10.375%
Senior Secured Notes due
2019
(the “Cabot 2019 Notes”). Interest on the Cabot 2019 Notes is payable semi-annually, in arrears, on April 1 and October 1 of each year.
On August 2, 2013, Cabot Financial issued
£100 million
(approximately
$151.7 million
) in aggregate principal amount of
8.375%
Senior Secured Notes due 2020 (the “Cabot 2020 Notes”). Interest on the Cabot 2020 Notes is payable semi-annually, in arrears, on February 1 and August 1 of each year.
Of the proceeds from the issuance of the Cabot 2020 Notes, approximately
£75.0 million
(approximately
$113.8 million
) was used to repay all amounts outstanding under the senior credit facilities of Cabot Financial (UK) Limited (“Cabot Financial UK”), an indirect subsidiary of Janus Holdings, and
£25.0 million
(approximately
$37.9 million
) was used to partially repay a portion of the J Bridge PECs to an affiliate of J.C. Flowers & Co. LLC (“J.C. Flowers”).
On March 27, 2014, Cabot Financial issued
£175.0 million
(approximately
$291.8 million
) in aggregate principal amount of
6.5%
Senior Secured Notes due 2021 (the “Cabot 2021 Notes” and, together with the Cabot 2019 Notes and the Cabot 2020 Notes, the “Cabot Notes”). Interest on the Cabot 2021 Notes is payable semi-annually, in arrears, on April 1 and October 1 of each year, beginning on October 1, 2014. The total debt issuance cost associated with the Cabot 2021 Notes was approximately
$7.5 million
.
Approximately
£105.0 million
(approximately
$174.8 million
) of the proceeds from the issuance of the Cabot 2021 Notes was used to repay all amounts outstanding under the Senior Secured Bridge Facilities described below.
The Cabot Notes are fully and unconditionally guaranteed on a senior secured basis by the following indirect subsidiaries of the Company: Cabot, Cabot Financial Limited, and all material subsidiaries of Cabot Financial Limited (other than Cabot Financial and Marlin Intermediate Holdings plc). The Cabot Notes are secured by a first ranking security interest in all of the outstanding shares of Cabot Financial and the guarantors (other than Cabot and Marlin Midway Limited) and substantially all the assets of Cabot Financial and the guarantors (other than Cabot). The guarantees provided in respect of the Cabot Notes are
pari passu
with each such guarantee given in respect of the Marlin Bonds and the Cabot Credit Facility described below.
On July 25, 2013, Marlin Intermediate Holdings plc, a subsidiary of Marlin, issued
£150.0 million
(approximately
$246.5 million
) in aggregate principal amount of
10.5%
Senior Secured Notes due 2020 (the “Marlin Bonds”). Interest on the Marlin Bonds is payable semi-annually, in arrears, on February 1 and August 1 of each year. Cabot assumed the Marlin Bonds as a result of the Marlin Acquisition. The carrying value of the Marlin Bonds was adjusted to approximately
$284.2 million
to reflect the fair value of the Marlin Bonds at the time of acquisition.
The Marlin Bonds are fully and unconditionally guaranteed on a senior secured basis by Cabot Financial Limited and each of Cabot Financial Limited’s material subsidiaries other than Marlin Intermediate Holdings plc, each of which is an indirect subsidiary of the Company. The guarantees provided in respect of the Marlin Bonds are
pari passu
with each such guarantee given in respect of the Cabot Notes and the Cabot Credit Facility.
Interest expense related to the Cabot Notes and Marlin Bonds was as follows
(in thousands)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
Interest expense—stated coupon rate
|
$
|
26,239
|
|
|
$
|
12,857
|
|
|
$
|
72,099
|
|
|
$
|
12,857
|
|
|
Interest income—accretion of debt premium
|
(2,760
|
)
|
|
(1,367
|
)
|
|
(7,565
|
)
|
|
(1,367
|
)
|
|
Total interest expense—Cabot Notes and Marlin Bonds
|
$
|
23,479
|
|
|
$
|
11,490
|
|
|
$
|
64,534
|
|
|
$
|
11,490
|
|
Cabot Senior Revolving Credit Facility
On September 20, 2012, Cabot Financial UK entered into an agreement for a senior committed revolving credit facility of
£50.0 million
(approximately
$82.7 million
) (the “Cabot Credit Agreement”). This agreement was amended and restated on June 28, 2013 to increase the size of the revolving credit facility to
£85.0 million
(approximately
$140.6 million
) (the “Cabot Credit Facility”).
The Cabot Credit Facility has a
five
-year term expiring in
September 2017
, and includes the following key provisions:
|
|
|
|
•
|
Interest at LIBOR plus a maximum of
4.0%
depending on the loan to value (“LTV”) ratio determined quarterly, calculated as being the ratio of the net financial indebtedness of Cabot (as defined in the Cabot Credit Agreement) to Cabot’s estimated remaining collections capped at
84
-months;
|
|
|
|
|
•
|
A restrictive covenant that limits the LTV ratio to
0.75
;
|
|
|
|
|
•
|
Additional restrictions and covenants which limit, among other things, the payment of dividends and the incurrence of additional indebtedness and liens; and
|
|
|
|
|
•
|
Events of default which, upon occurrence, may permit the lenders to terminate the Cabot Credit Facility and declare all amounts outstanding to be immediately due and payable.
|
The Cabot Credit Facility is unconditionally guaranteed by the following indirect subsidiaries of the Company: Cabot, Cabot Financial Limited, and all material subsidiaries of Cabot Financial Limited. The Cabot Credit Facility is secured by first ranking security interests in all the outstanding shares of Cabot Financial UK and the guarantors (other than Cabot) and substantially all the assets of Cabot Financial UK and the guarantors (other than Cabot). Pursuant to the terms of intercreditor agreements entered into with respect to the relative positions of the Cabot Notes, the Marlin Bonds and the Cabot Credit Facility, any liabilities in respect of obligations under the Cabot Credit Facility that are secured by assets that also secure the Cabot Notes and the Marlin Bonds will receive priority with respect to any proceeds received upon any enforcement action over any such assets.
At
September 30, 2014
, the outstanding borrowings under the Cabot Credit Facility were approximately
$92.4 million
. The weighted average interest rate was
4.55%
and
4.36%
for the three and
nine months ended
September 30, 2014
, respectively and
4.24%
for the three months ended September 30, 2013.
Senior Secured Bridge Facilities
The Marlin Acquisition was financed with borrowings under the existing Cabot Credit Facility and under new senior secured bridge facilities (the “Senior Secured Bridge Facilities”) that Cabot Financial Limited entered into on February 7, 2014 pursuant to a Senior Secured Bridge Facilities Agreement. The Senior Secured Bridge Facilities were paid off in full by using proceeds from borrowings under the
£175.0 million
(approximately
$291.8 million
) Cabot 2021 Notes issued on March 21, 2014.
The Senior Secured Bridge Facilities Agreement provided for (a) a senior secured bridge facility in an aggregate principal amount of up to
£105.0 million
(“Bridge Facility A”) and (b) a senior secured bridge facility in an aggregate principal amount of up to
£151.5 million
(“Bridge Facility B,” and together with Bridge Facility A, the “Bridge Facilities”). The purpose of Bridge Facility A was to provide funding for the financing, in full or in part, of the purchase price for the Marlin Acquisition and the payment of costs, fees and expenses in connection with the Marlin Acquisition, and was fully drawn on as of the closing of the Marlin Acquisition. The purpose of Bridge Facility B was to finance, in full or in part, the repurchase of any bonds tendered in any change of control offer required to be made to the holders of the Marlin Bonds and the premium payable thereon. Bridge Facility B was intended to be utilized only to the extent that any holders of the Marlin Bonds elected to tender their Marlin Bonds within a defined period. No Marlin Bonds were tendered during the defined period and Bridge Facility B expired without drawdown. The Senior Secured Bridge Facilities Agreement also provided for uncommitted incremental facilities in an amount of up to
£80.0 million
for the purposes of financing future debt portfolio acquisitions. The Senior
Secured Bridge Facilities had an initial term of
one
year and an extended term of
6.5
years if they were not repaid during the first year of issuance.
Prior to their initial maturity date, the rate of interest payable under the Senior Secured Bridge Facilities was the aggregate, per annum, of (i) LIBOR,
plus
(ii) an initial spread of
6.00%
per annum (such spread stepping up by
50
basis points for each
three
-month period that the Senior Secured Bridge Facilities remained outstanding), not to exceed total caps set forth in the Senior Secured Bridge Facilities Agreement.
Loan fees associated with the Senior Secured Bridge Facilities were approximately
$2.0 million
. These fees were originally recorded as debt issuance costs and were written off at the time of repayment and termination of the agreement. This
$2.0 million
was charged to interest expense in the Company’s condensed consolidated financial statements for the nine months ended September 30, 2014.
Preferred Equity Certificates
On July 1, 2013, the Company, through its wholly owned subsidiary Encore Europe Holdings, S.a.r.l. (“Encore Europe”), completed the Cabot Acquisition by acquiring
50.1%
of the equity interest in Janus Holdings. Encore Europe purchased from J.C. Flowers: (i) E Bridge preferred equity certificates issued by Janus Holdings, with a face value of
£10,218,574
(approximately
$15.5 million
) (and any accrued interest thereof) (the “E Bridge PECs”), (ii) E preferred equity certificates issued by Janus Holdings with a face value of
£96,729,661
(approximately
$147.1 million
) (and any accrued interest thereof) (the “E PECs”), (iii)
3,498,563
E shares of Janus Holdings (the “E Shares”), and (iv)
100
A shares of Cabot Holdings S.a.r.l. (“Cabot Holdings”), the direct subsidiary of Janus Holdings, for an aggregate purchase price of approximately
£115.1 million
(approximately
$175.0 million
). The E Bridge PECs, E PECs, and E Shares represent
50.1%
of all of the issued and outstanding equity and debt securities of Janus Holdings. The remaining
49.9%
of Janus Holdings’ equity and debt securities are owned by J.C. Flowers and include: (a) J Bridge preferred equity certificates with a face value of
£10,177,781
(approximately
$15.5 million
) (the “J Bridge PECs”), (b) J preferred equity certificates with a face value of
£96,343,515
(approximately
$146.5 million
) (the “J PECs”), (c)
3,484,597
J shares of Janus Holdings (the “J Shares”), and (d)
100
A shares of Cabot Holdings.
All of the PECs accrue interest at
12%
per annum. In accordance with authoritative guidance related to debt and equity securities, the J Bridge PECs, J PECs and any accrued interests thereof are classified as liabilities and are included in debt in the Company’s accompanying condensed consolidated statements of financial condition. In addition, certain other minority owners hold PECs at the Cabot Holdings level (the “Management PECs”). These PECs are also included in debt in the Company’s accompanying condensed consolidated statements of financial condition. The E Bridge PECs and E PECs held by the Company, and their related interest eliminate in consolidation and therefore are not included in debt in the Company’s condensed consolidated statements of financial condition. The J Bridge PECs, J PECs, and the Management PECs do not require the payment of cash interest expense as they have characteristics similar to equity with a preferred return. The ultimate payment of the accumulated interest would be satisfied only in connection with the disposition of the noncontrolling interests of J.C. Flowers and management.
On June 20, 2014, Encore Europe converted all of its E Bridge PECs into E Shares and E PECs, and J.C. Flowers converted all of its J Bridge PECs into J Shares and J PECs, respectively, in proportion to the number of E Shares and E PECs, or J Shares and J PECs, as applicable, outstanding on the closing date of the Cabot Acquisition.
As of
September 30, 2014
, the outstanding balance of the PECs and their accrued interest was approximately
$210.9 million
.
Capital Lease Obligations
The Company has capital lease obligations primarily for computer equipment. As of
September 30, 2014
, the Company’s combined obligations for these equipment leases were approximately
$15.3 million
. These lease obligations require monthly or quarterly payments through 2018 and have implicit interest rates that range from
zero
to approximately
12.5%
.
Note
11
: 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 losses, or the right to receive the 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 benefits from the entity that could potentially be significant to the VIE.
The Company’s VIEs include its subsidiary Janus Holdings and its special purpose entity used for the Propel securitization.
Janus Holdings is the immediate parent company of Cabot. The Company has determined that Janus Holdings is a VIE and the Company is the primary beneficiary of the VIE. The key activities that affect Cabot’s economic performance include, but are not limited to, operational budgets and purchasing decisions. Through its control of the board of directors of Janus Holdings, the Company controls the key operating activities at Cabot.
Propel used a special purpose entity to issue asset-backed securities to investors. The Company has determined that it is a VIE and Propel is the primary beneficiary of the VIE. Propel has the power to direct the activities of the VIE because it has the ability to exercise discretion in the servicing of the financial assets and add assets to revolving structures.
Assets recognized as a result of consolidating these VIEs do not represent additional assets that could be used to satisfy claims against our general assets. Conversely, liabilities recognized as a result of consolidating these VIEs do not represent additional claims on our general assets; rather, they represent claims against the specific assets of the consolidated VIEs.
The Company evaluates its relationships with the VIEs on an ongoing basis to ensure that it continues to be the primary beneficiary.
Note
12
: Income Taxes
During the three months ended
September 30, 2014
, and
2013
, the Company recorded income tax provisions of
$10.2 million
and
$10.3 million
, respectively. During the
nine months ended
September 30, 2014
, and
2013
, the Company recorded income tax provisions of
$35.9 million
and
$30.1 million
, respectively.
The effective tax rates for the respective periods are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
Federal provision
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
State provision
|
5.8
|
%
|
|
5.2
|
%
|
|
5.8
|
%
|
|
5.2
|
%
|
|
State benefit
|
(2.0
|
)%
|
|
(1.8
|
)%
|
|
(2.0
|
)%
|
|
(1.8
|
)%
|
|
Changes in state apportionment
(1)
|
0.0
|
%
|
|
(4.0
|
)%
|
|
0.0
|
%
|
|
(1.7
|
)%
|
|
Tax reserves
(2)
|
0.0
|
%
|
|
1.8
|
%
|
|
0.0
|
%
|
|
0.7
|
%
|
|
International benefit
(3)
|
(8.7
|
)%
|
|
(4.8
|
)%
|
|
(5.0
|
)%
|
|
(2.0
|
)%
|
|
Permanent items
(4)
|
5.7
|
%
|
|
1.1
|
%
|
|
4.1
|
%
|
|
1.3
|
%
|
|
Other
(5)
|
(10.6
|
)%
|
|
0.0
|
%
|
|
(4.0
|
)%
|
|
0.0
|
%
|
|
Effective rate
|
25.2
|
%
|
|
32.5
|
%
|
|
33.9
|
%
|
|
36.7
|
%
|
________________________
|
|
|
|
(1)
|
Represents changes in state apportionment methodologies.
|
|
|
|
|
(2)
|
Represents reserves taken for certain tax positions adopted by the Company.
|
|
|
|
|
(3)
|
Relates primarily to the lower tax rate on the income attributable to international operations.
|
|
|
|
|
(4)
|
Represents a provision for nondeductible items.
|
|
|
|
|
(5)
|
Includes the effect of discrete items, primarily relates to the recognition of tax benefit as a result of a favorable tax settlement with taxing authorities as discussed below.
|
The Company’s subsidiary in Costa Rica is operating under a
100%
tax holiday through December 31, 2018 and a
50%
tax holiday for the subsequent
four
years. The impact of the tax holiday in Costa Rica for the
three and nine months ended
September 30, 2014
was immaterial.
The Company had gross unrecognized tax benefits of
$19.0 million
and
$83.0 million
at
September 30, 2014
and December 31, 2013, respectively. The total gross unrecognized tax benefits that, if recognized, would result in a net tax benefit of
$14.4 million
and
$13.5 million
as of September 30, 2014 and December 31, 2013, respectively. The decrease in total gross unrecognized tax benefits was due to a favorable tax settlement with taxing authorities related to a previously uncertain tax position associated with AACC’s pre-merger tax revenue recognition policy. As a result of the settlement, the Company reclassed
$58.0 million
of the gross unrecognized tax benefit to deferred tax liabilities,
$14.3 million
to income tax payable, and recognized
$4.3 million
of tax benefit during the three months ended
September 30, 2014
. The decrease was partially offset by increases in the gross unrecognized tax benefit of
$12.6 million
associated with certain business combinations. The
uncertain tax benefit is included in “Other liabilities” in the Company’s condensed consolidated statements of financial condition.
During the
three and nine months ended
September 30, 2014
, the Company did not provide for United States income taxes or foreign withholding taxes on the quarterly undistributed earnings from operations of its subsidiaries operating outside of the United States. Undistributed net income of these subsidiaries during the
three and nine months ended
September 30, 2014
, was approximately
$8.2 million
and
$11.5 million
, respectively.
Note
13
: 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 based on the Fair Debt Collection Practices Act (“FDCPA”), comparable state statutes, the Telephone Consumer Protection Act (“TCPA”), 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 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.
At September 30, 2014, there have been no material developments in any of the legal proceedings disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.
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. In accordance with authoritative guidance, 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. As of
September 30, 2014
, the Company has
no
material reserves for legal matters. Additionally, based on the current status of litigation and regulatory matters, either the estimate of exposure is immaterial to the Company’s financial statements or an estimate cannot yet be determined. The Company’s legal costs are recorded to expense as incurred.
Purchase Commitments
In the normal course of business, the Company enters into forward flow purchase agreements and other purchase commitment agreements. As of
September 30, 2014
, the Company has entered into agreements to purchase receivable portfolios with a face value of approximately
$0.6 billion
for a purchase price of approximately
$88.1 million
.
Note 14: Segment Information
The Company conducts business primarily through
two
reportable segments: portfolio purchasing and recovery and tax lien business. The Company’s management relies on internal management reporting processes that provide segment revenue, segment operating income, and segment asset information in order to make financial decisions and allocate resources. The operating results from the Company’s tax lien business segment are immaterial to the Company’s total consolidated operating results. However, total assets from the tax lien business segment are significant as compared to the Company’s total consolidated assets. As a result, in accordance with authoritative guidance on segment reporting, the Company’s tax lien business segment is determined to be a reportable segment.
Segment operating income includes income from operations before depreciation, amortization of intangible assets, and stock-based compensation expense. The following table provides a reconciliation of revenue and segment operating income by reportable segment to consolidated results and was derived from the segments’ internal financial information as used for corporate management purposes
(in thousands)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Portfolio purchasing and recovery
|
$
|
264,800
|
|
|
$
|
230,885
|
|
|
$
|
775,476
|
|
|
$
|
523,659
|
|
|
Tax lien business
|
8,482
|
|
|
4,673
|
|
|
20,742
|
|
|
12,606
|
|
|
|
$
|
273,282
|
|
|
$
|
235,558
|
|
|
$
|
796,218
|
|
|
$
|
536,265
|
|
|
Operating income:
|
|
|
|
|
|
|
|
|
Portfolio purchasing and recovery
|
$
|
91,470
|
|
|
$
|
67,803
|
|
|
$
|
256,756
|
|
|
$
|
143,961
|
|
|
Tax lien business
|
3,794
|
|
|
1,832
|
|
|
7,780
|
|
|
3,455
|
|
|
|
95,264
|
|
|
69,635
|
|
|
264,536
|
|
|
147,416
|
|
|
Depreciation and amortization
|
(6,933
|
)
|
|
(4,523
|
)
|
|
(19,879
|
)
|
|
(8,527
|
)
|
|
Stock-based compensation
|
(4,009
|
)
|
|
(3,983
|
)
|
|
(13,560
|
)
|
|
(9,163
|
)
|
|
Other expense
|
(44,030
|
)
|
|
(29,485
|
)
|
|
(124,870
|
)
|
|
(47,784
|
)
|
|
Income from operations before income taxes
|
$
|
40,292
|
|
|
$
|
31,644
|
|
|
$
|
106,227
|
|
|
$
|
81,942
|
|
Additionally, assets are allocated to operating segments for management review. As of
September 30, 2014
, total segment assets were
$3.3 billion
and
$386.1 million
for the portfolio purchasing and recovery segment and tax lien business segment, respectively.
The following presents information about geographic areas in which the Company operates
(in thousands)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
Revenues
(1)
:
|
|
|
|
|
|
|
|
|
Domestic
|
$
|
190,581
|
|
|
$
|
189,086
|
|
|
$
|
565,134
|
|
|
$
|
489,793
|
|
|
International
|
82,701
|
|
|
46,472
|
|
|
231,084
|
|
|
46,472
|
|
|
|
$
|
273,282
|
|
|
$
|
235,558
|
|
|
$
|
796,218
|
|
|
$
|
536,265
|
|
________________________
|
|
|
|
(1)
|
Revenues are attributed to countries based on location of customer.
|
Note
15
: Goodwill and Identifiable Intangible Assets
In accordance with authoritative guidance, goodwill is tested at the reporting unit level annually for impairment and in interim periods if certain events occur that indicate the fair value of a reporting unit may be below its carrying value. Goodwill was allocable to reporting units included in the Company’s reportable segments, as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio
Purchasing and
Recovery
|
|
Tax Lien
Business
|
|
Total
|
|
Balance, December 31, 2013
|
$
|
454,936
|
|
|
$
|
49,277
|
|
|
$
|
504,213
|
|
|
Goodwill acquired
|
427,647
|
|
|
—
|
|
|
427,647
|
|
|
Effect of foreign currency translation
|
(10,341
|
)
|
|
—
|
|
|
(10,341
|
)
|
|
Balance, September 30, 2014
|
$
|
872,242
|
|
|
$
|
49,277
|
|
|
$
|
921,519
|
|
The Company’s acquired intangible assets are summarized as follows
(in thousands)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2014
|
|
As of December 31, 2013
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Customer relationships
|
$
|
6,012
|
|
|
$
|
(583
|
)
|
|
$
|
5,429
|
|
|
$
|
1,975
|
|
|
$
|
(74
|
)
|
|
$
|
1,901
|
|
|
Developed technologies
|
7,422
|
|
|
(1,570
|
)
|
|
5,852
|
|
|
4,909
|
|
|
(468
|
)
|
|
4,441
|
|
|
Trade name and other
|
4,890
|
|
|
(1,099
|
)
|
|
3,791
|
|
|
15,631
|
|
|
(386
|
)
|
|
15,245
|
|
|
Other intangibles—indefinite lived
|
1,962
|
|
|
—
|
|
|
1,962
|
|
|
1,962
|
|
|
—
|
|
|
1,962
|
|
|
Total intangible assets
|
$
|
20,286
|
|
|
$
|
(3,252
|
)
|
|
$
|
17,034
|
|
|
$
|
24,477
|
|
|
$
|
(928
|
)
|
|
$
|
23,549
|
|
