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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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48-1090909
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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3111 Camino Del Rio North, Suite 103 San Diego, California
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92108
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(Address of principal executive offices)
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(Zip code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $.01 Par Value Per Share
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The NASDAQ Stock Market LLC
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Page
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•
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Superior Analytics
, including our extensive investments in data and behavioral science and our use of sophisticated predictive modeling techniques;
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•
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Operational Scale and Cost Leadership
, driven by our specialized call centers, efficient international operations, and the continuing expansion of our internal legal platform;
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•
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Strong Capital Stewardship
, underpinned by our disciplined ability to raise and deploy capital prudently; and
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•
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Extendable Business Model
, driven by our scalable platform that supports strategic investment opportunities in new asset classes and geographic areas.
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•
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Inactive
. We strive to use our financial resources judiciously and efficiently by not deploying resources on accounts where the prospects of collection are remote based on a consumer’s situation.
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•
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Direct Mail
. We develop innovative, low-cost mail campaigns offering consumers appropriate discounts to encourage settlement of their accounts.
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•
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Call Centers
. We maintain domestic collection call centers in Phoenix, Arizona, St. Cloud, Minnesota, Warren, Michigan, and Roanoke, Virginia and international call centers in Gurgaon, India and San Jose, Costa Rica. Call centers generally consist of multiple collection departments. Account managers supervised by group managers are trained and divided into specialty teams. Account managers assess our consumers’ willingness and capacity to pay. They attempt to work with consumers to evaluate sources and means of repayment to achieve a full or negotiated lump sum settlement or develop payment programs customized to the individual’s ability to pay. In cases where a payment plan is developed, account managers encourage consumers to pay through automatic payment arrangements. During our new hire training period, we educate account managers to understand and apply applicable laws and policies that are relevant in the account manager’s daily collection activities. Our ongoing training and monitoring efforts help ensure compliance with applicable laws and policies by account managers.
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•
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Skip Tracing
. If a consumer’s phone number proves inaccurate when an account manager calls an account, or if current contact information for a consumer is not available at the time of account purchase, then the account could be routed to our skip tracing process. We currently use a number of different skip tracing companies to provide accurate phone numbers and addresses.
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•
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Legal Action
. We generally refer accounts for legal action where the consumer has not responded to our direct mail efforts or our calls and it appears the consumer is able, but unwilling, to pay his or her obligations. When we decide to pursue legal action, we place the account into our internal legal channel or refer them to our network of retained law firms. If placed to our internal legal channel, attorneys in that channel will evaluate the accounts and make the final determination whether to pursue legal action. If referred to our network of retained law firms, we rely on our law firms’ expertise with respect to applicable debt collection laws to evaluate the accounts placed in that channel in order to make the decision about whether or not to pursue collection litigation. Prior to engaging an external collection firm, we evaluate the firm’s compliance with consumer credit laws and regulations, operations, financial condition, and experience, among other key criteria. The law firms we have hired may also attempt to communicate with the consumers in an attempt to collect their debts prior to initiating litigation. We pay these law firms a contingent fee based on amounts they collect on our behalf.
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•
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Third-Party Collection Agencies
. We selectively employ a strategy that uses collection agencies. Collection agencies receive a contingent fee for each dollar collected. Generally, we use these agencies on accounts when we believe they can liquidate better or less expensively than we can or to supplement capacity in our internal call centers. We also use agencies to initially provide us a way to scale quickly when large purchases are made and as a challenge to our internal call center collection teams. Prior to engaging a collection agency, we evaluate, among other things, those aspects of the agency’s business that we believe are relevant to its performance and compliance with consumer credit laws and regulations.
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•
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Online
. We offer an online payment portal that enhances consumer convenience by providing consumers the ability to make payments and submit inquiries online.
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•
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Sale
. We do not resell accounts to third parties in the ordinary course of our business.
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Dodd-Frank Act, including the Consumer Financial Protection Act (Title X of the Dodd-Frank Act, “CFPA”)
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Servicemembers’ Civil Relief Act
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Electronic Fund Transfer Act
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Telephone Consumer Protection Act
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Equal Credit Opportunity Act
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Truth In Lending Act
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Fair Credit Billing Act
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U.S. Bankruptcy Code
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Fair Credit Reporting Act (“FCRA”)
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Wire Act
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Federal Trade Commission Act (“FTCA”)
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Credit CARD Act
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Gramm-Leach-Bliley Act
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Foreign Corrupt Practices Act
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Health Insurance Portability and Accountability Act
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•
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the timing and ability of consumers to make payments, including the effects of seasonality and macroeconomic conditions on their ability to pay;
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•
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any charge to earnings resulting from an allowance against the carrying value of our receivable portfolios;
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•
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increases in operating expenses associated with the growth or change of our operations or compliance with increased regulatory and other legal requirements;
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•
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the cost of credit; and
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•
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the supply of receivables portfolios and tax liens for sale on acceptable terms.
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•
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defaults in consumer debt;
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•
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continued origination of loans by originating institutions at sufficient volumes;
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•
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continued sale of receivable portfolios by originating institutions and portfolio resellers at sufficient volumes and acceptable price levels;
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•
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competition in the marketplace;
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•
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our ability to develop and maintain favorable relationships with key major credit originators and portfolio resellers;
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•
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our ability to obtain adequate data from credit originators or portfolio resellers to appropriately evaluate the collectability of, estimate the value of, and collect on portfolios; and
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•
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changes in laws and regulations governing consumer lending, bankruptcy, and collections.
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•
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compliance with and changes in international laws, including regulatory and compliance requirements that could affect our business;
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•
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increased exposure to U.S. laws that apply abroad, such as the Foreign Corrupt Practices Act and the U.K .Bribery Act;
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•
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social, political and economic instability or recessions;
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•
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fluctuations in foreign economies and currency exchange rates;
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•
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difficulty in hiring, staffing and managing qualified and proficient local employees and advisors to run international operations;
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•
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the difficulty of managing and operating an international enterprise, including difficulties in maintaining effective communications with employees due to distance, language, and cultural barriers;
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•
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difficulties implementing and maintaining effective internal controls and risk management and compliance initiatives;
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•
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potential disagreements with our joint venture business partners;
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•
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differing labor regulations and business practices; and
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•
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foreign tax consequences.
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•
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increase our vulnerability to general economic downturns and industry conditions;
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•
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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate requirements;
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•
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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•
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place us at a competitive disadvantage compared to competitors that have less debt;
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•
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increase our exposure to market and regulatory changes that could diminish the amount and value of our inventory that we borrow against under our secured credit facilities; and
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•
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limit, along with the financial and other restrictive covenants contained in the documents governing our indebtedness, our ability to borrow additional funds, make investments and incur liens, among other things.
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•
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acceleration of outstanding indebtedness;
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•
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exercise by our lenders of rights with respect to the collateral pledged under certain of our outstanding indebtedness;
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•
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our inability to continue to purchase receivables needed to operate our business; or
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•
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our inability to secure alternative financing on favorable terms, if at all.
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•
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our operating and financial performance and prospects;
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•
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our ability to repay our debt;
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•
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our access to financial and capital markets to refinance our debt;
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•
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investor perceptions of us and the industry and markets in which we operate;
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•
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future sales of equity or equity-related securities;
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•
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changes in earnings estimates or buy/sell recommendations by analysts;
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•
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changes in the supply of, demand for or price of portfolios;
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•
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our acquisition activity, including our expansion into new markets;
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•
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regulatory changes affecting our industry generally or our business and operations;
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•
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general financial, domestic, international, economic and other market conditions; and
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•
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the number of short positions on our stock at any particular time.
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Location
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Primary use
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Approximate
square footage
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San Diego, CA
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Corporate headquarters, internal legal and consumer support services
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118,000
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Phoenix, AZ
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Call center and administrative offices
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31,000
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St. Cloud, MN
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Call center
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155,000
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Gurgaon, India
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Call center and administrative offices
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138,000
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Warren, MI
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Call center and internal legal
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100,000
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Roanoke, VA
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Call center and administrative offices
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40,000
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San Jose, Costa Rica
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Call center and administrative offices
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32,000
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United Kingdom
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Cabot corporate office, call center, internal legal and consumer support services
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364,000
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Spain
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Call center
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40,000
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Australia
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|
Baycorp corporate office, call center, and administrative offices
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31,000
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|
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12/10
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|
12/11
|
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12/12
|
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12/13
|
|
12/14
|
|
12/15
|
||||||||||||
Encore Capital Group, Inc.
|
$
|
100.00
|
|
|
$
|
90.66
|
|
|
$
|
130.58
|
|
|
$
|
214.33
|
|
|
$
|
189.34
|
|
|
$
|
124.01
|
|
NASDAQ Composite Index
|
$
|
100.00
|
|
|
$
|
100.53
|
|
|
$
|
116.92
|
|
|
$
|
166.19
|
|
|
$
|
188.78
|
|
|
$
|
199.95
|
|
Peer Group
|
$
|
100.00
|
|
|
$
|
90.61
|
|
|
$
|
140.30
|
|
|
$
|
202.76
|
|
|
$
|
221.83
|
|
|
$
|
135.43
|
|
|
As of and For The Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Revenues
|
|
|
|
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||||||||||
Revenue from receivable portfolios, net
(1)
|
$
|
1,072,436
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|
|
$
|
992,832
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|
|
$
|
744,870
|
|
|
$
|
545,412
|
|
|
$
|
448,714
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|
Other revenues
|
60,696
|
|
|
51,988
|
|
|
12,588
|
|
|
905
|
|
|
32
|
|
|||||
Net interest income
|
28,440
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|
|
27,969
|
|
|
15,906
|
|
|
10,460
|
|
|
—
|
|
|||||
Total revenues
|
1,161,572
|
|
|
1,072,789
|
|
|
773,364
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|
|
556,777
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|
|
448,746
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
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||||||||||
Salaries and employee benefits
|
270,334
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|
|
246,247
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|
|
165,040
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|
|
101,084
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|
|
77,805
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|
|||||
Cost of legal collections
|
229,847
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|
|
205,661
|
|
|
186,959
|
|
|
168,703
|
|
|
157,050
|
|
|||||
Other operating expenses
|
98,182
|
|
|
93,859
|
|
|
66,649
|
|
|
48,939
|
|
|
35,708
|
|
|||||
Collection agency commissions
|
37,858
|
|
|
33,343
|
|
|
33,097
|
|
|
15,332
|
|
|
14,162
|
|
|||||
General and administrative expenses
|
196,827
|
|
|
146,286
|
|
|
109,713
|
|
|
61,798
|
|
|
39,760
|
|
|||||
Depreciation and amortization
|
33,945
|
|
|
27,949
|
|
|
13,547
|
|
|
5,840
|
|
|
4,081
|
|
|||||
Goodwill impairment
|
49,277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
916,270
|
|
|
753,345
|
|
|
575,005
|
|
|
401,696
|
|
|
328,566
|
|
|||||
Income from operations
|
245,302
|
|
|
319,444
|
|
|
198,359
|
|
|
155,081
|
|
|
120,180
|
|
|||||
Other (expense) income
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(186,556
|
)
|
|
(166,942
|
)
|
|
(73,269
|
)
|
|
(25,564
|
)
|
|
(21,116
|
)
|
|||||
Other income (expense)
|
2,235
|
|
|
113
|
|
|
(4,222
|
)
|
|
808
|
|
|
(395
|
)
|
|||||
Total other expense
|
(184,321
|
)
|
|
(166,829
|
)
|
|
(77,491
|
)
|
|
(24,756
|
)
|
|
(21,511
|
)
|
|||||
Income from continuing operations before income taxes
|
60,981
|
|
|
152,615
|
|
|
120,868
|
|
|
130,325
|
|
|
98,669
|
|
|||||
Provision for income taxes
|
(13,597
|
)
|
|
(52,725
|
)
|
|
(45,388
|
)
|
|
(51,754
|
)
|
|
(38,076
|
)
|
|||||
Income from continuing operations
|
47,384
|
|
|
99,890
|
|
|
75,480
|
|
|
78,571
|
|
|
60,593
|
|
|||||
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
(1,612
|
)
|
|
(1,740
|
)
|
|
(9,094
|
)
|
|
365
|
|
|||||
Net income
|
47,384
|
|
|
98,278
|
|
|
73,740
|
|
|
69,477
|
|
|
60,958
|
|
|||||
Net (income) loss attributable to noncontrolling interest
|
(2,249
|
)
|
|
5,448
|
|
|
1,559
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to Encore Capital Group, Inc. stockholders
|
$
|
45,135
|
|
|
$
|
103,726
|
|
|
$
|
75,299
|
|
|
$
|
69,477
|
|
|
$
|
60,958
|
|
Amounts attributable to Encore Capital Group, Inc.:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
45,135
|
|
|
105,338
|
|
|
77,039
|
|
|
78,571
|
|
|
60,593
|
|
|||||
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
(1,612
|
)
|
|
(1,740
|
)
|
|
(9,094
|
)
|
|
365
|
|
|||||
Net income
|
$
|
45,135
|
|
|
$
|
103,726
|
|
|
$
|
75,299
|
|
|
$
|
69,477
|
|
|
$
|
60,958
|
|
|
As of and For The Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Earnings (loss) per share attributable to Encore Capital Group, Inc.:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share from:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.75
|
|
|
$
|
4.07
|
|
|
$
|
3.12
|
|
|
$
|
3.16
|
|
|
$
|
2.47
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.36
|
)
|
|
$
|
0.01
|
|
Net basic earnings per share
|
$
|
1.75
|
|
|
$
|
4.01
|
|
|
$
|
3.05
|
|
|
$
|
2.80
|
|
|
$
|
2.48
|
|
Diluted earnings (loss) per share from:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.69
|
|
|
$
|
3.83
|
|
|
$
|
2.94
|
|
|
$
|
3.04
|
|
|
$
|
2.36
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
0.01
|
|
Net diluted earnings per share
|
$
|
1.69
|
|
|
$
|
3.77
|
|
|
$
|
2.87
|
|
|
$
|
2.69
|
|
|
$
|
2.37
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
25,722
|
|
|
25,853
|
|
|
24,659
|
|
|
24,855
|
|
|
24,572
|
|
|||||
Diluted
|
26,647
|
|
|
27,495
|
|
|
26,204
|
|
|
25,836
|
|
|
25,690
|
|
|||||
Selected operating data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of receivable portfolios, at cost
|
$
|
1,023,722
|
|
|
$
|
1,251,360
|
|
|
$
|
1,204,779
|
|
|
$
|
562,335
|
|
|
$
|
386,850
|
|
Gross collections for the period
|
1,700,725
|
|
|
1,607,497
|
|
|
1,279,506
|
|
|
948,055
|
|
|
761,158
|
|
|||||
Consolidated statements of financial condition data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
153,593
|
|
|
$
|
124,163
|
|
|
$
|
126,213
|
|
|
$
|
17,510
|
|
|
$
|
8,047
|
|
Investment in receivable portfolios, net
|
2,440,669
|
|
|
2,143,560
|
|
|
1,590,249
|
|
|
873,119
|
|
|
716,454
|
|
|||||
Total assets
|
4,219,852
|
|
|
3,750,135
|
|
|
2,685,274
|
|
|
1,171,340
|
|
|
812,483
|
|
|||||
Total debt
|
3,216,572
|
|
|
2,773,554
|
|
|
1,850,431
|
|
|
706,036
|
|
|
388,950
|
|
|||||
Total liabilities
|
3,571,364
|
|
|
3,085,196
|
|
|
2,082,803
|
|
|
765,524
|
|
|
440,948
|
|
|||||
Total Encore equity
|
596,453
|
|
|
623,000
|
|
|
571,897
|
|
|
405,816
|
|
|
371,535
|
|
(1)
|
Includes net allowance reversal of
$6.8 million
, $17.4 million, $12.2 million and $4.2 million for the years ended December 31, 2015, 2014, 2013 and 2012, respectively, and net allowance charges of $10.8 million for the year ended December 31, 2011.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
United States:
|
|
|
|
|
|
||||||
Credit card
|
$
|
481,759
|
|
|
$
|
525,813
|
|
|
$
|
495,473
|
|
Consumer bankruptcy receivables
|
24,373
|
|
|
—
|
|
|
39,897
|
|
|||
Telecom
|
—
|
|
|
—
|
|
|
18,876
|
|
|||
Subtotal
|
506,132
|
|
|
525,813
|
|
|
554,246
|
|
|||
Europe:
|
|
|
|
|
|
||||||
Credit card
|
402,424
|
|
|
622,419
|
|
|
620,900
|
|
|||
IVA
|
12,680
|
|
|
8,015
|
|
|
—
|
|
|||
Telecom
|
8,460
|
|
|
1,822
|
|
|
—
|
|
|||
Subtotal
|
423,564
|
|
|
632,256
|
|
|
620,900
|
|
|||
Other geographies:
|
|
|
|
|
|
||||||
Credit card
|
88,586
|
|
|
36,537
|
|
|
29,633
|
|
|||
Mortgages
(1)
|
5,440
|
|
|
56,754
|
|
|
—
|
|
|||
Subtotal
|
94,026
|
|
|
93,291
|
|
|
29,633
|
|
|||
Total purchases
|
$
|
1,023,722
|
|
|
$
|
1,251,360
|
|
|
$
|
1,204,779
|
|
(1)
|
Beginning in December 2014 we began investing in non-performing secured residential mortgages in Latin America.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
United States:
|
|
|
|
|
|
||||||
Legal collections
|
$
|
633,166
|
|
|
$
|
610,285
|
|
|
$
|
564,645
|
|
Collection sites
|
480,485
|
|
|
502,829
|
|
|
465,974
|
|
|||
Collection agencies
(1)
|
68,283
|
|
|
79,699
|
|
|
104,163
|
|
|||
Subtotal
|
1,181,934
|
|
|
1,192,813
|
|
|
1,134,782
|
|
|||
Europe:
|
|
|
|
|
|
||||||
Collection sites
|
234,904
|
|
|
221,771
|
|
|
74,916
|
|
|||
Legal collections
|
92,464
|
|
|
42,456
|
|
|
—
|
|
|||
Collection agencies
|
148,758
|
|
|
120,629
|
|
|
59,343
|
|
|||
Subtotal
|
476,126
|
|
|
384,856
|
|
|
134,259
|
|
|||
Other geographies:
|
|
|
|
|
|
||||||
Collection sites
|
38,334
|
|
|
29,828
|
|
|
—
|
|
|||
Legal collections
|
1,145
|
|
|
—
|
|
|
—
|
|
|||
Collection agencies
|
3,186
|
|
|
—
|
|
|
10,465
|
|
|||
Subtotal
|
42,665
|
|
|
29,828
|
|
|
10,465
|
|
|||
Total collections
|
$
|
1,700,725
|
|
|
$
|
1,607,497
|
|
|
$
|
1,279,506
|
|
(1)
|
Collections through our collection agency channel in the United States include accounts subject to bankruptcy filings collected by others. Additionally, collection agency collections often include accounts purchased from a competitor where we maintain the collection agency servicing until the accounts can be recalled and placed in our collection channels.
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Revenue from receivable portfolios, net
|
$
|
1,072,436
|
|
|
92.3
|
%
|
|
$
|
992,832
|
|
|
92.5
|
%
|
|
$
|
744,870
|
|
|
96.3
|
%
|
Other revenues
|
60,696
|
|
|
5.2
|
%
|
|
51,988
|
|
|
4.9
|
%
|
|
12,588
|
|
|
1.6
|
%
|
|||
Net interest income
|
28,440
|
|
|
2.5
|
%
|
|
27,969
|
|
|
2.6
|
%
|
|
15,906
|
|
|
2.1
|
%
|
|||
Total revenues
|
1,161,572
|
|
|
100.0
|
%
|
|
1,072,789
|
|
|
100.0
|
%
|
|
773,364
|
|
|
100.0
|
%
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Salaries and employee benefits
|
270,334
|
|
|
23.3
|
%
|
|
246,247
|
|
|
23.0
|
%
|
|
165,040
|
|
|
21.3
|
%
|
|||
Cost of legal collections
|
229,847
|
|
|
19.8
|
%
|
|
205,661
|
|
|
19.2
|
%
|
|
186,959
|
|
|
24.2
|
%
|
|||
Other operating expenses
|
98,182
|
|
|
8.5
|
%
|
|
93,859
|
|
|
8.7
|
%
|
|
66,649
|
|
|
8.6
|
%
|
|||
Collection agency commissions
|
37,858
|
|
|
3.3
|
%
|
|
33,343
|
|
|
3.1
|
%
|
|
33,097
|
|
|
4.3
|
%
|
|||
General and administrative expenses
|
196,827
|
|
|
16.9
|
%
|
|
146,286
|
|
|
13.6
|
%
|
|
109,713
|
|
|
14.2
|
%
|
|||
Depreciation and amortization
|
33,945
|
|
|
2.9
|
%
|
|
27,949
|
|
|
2.6
|
%
|
|
13,547
|
|
|
1.8
|
%
|
|||
Goodwill impairment
|
49,277
|
|
|
4.2
|
%
|
|
—
|
|
|
0.0
|
%
|
|
—
|
|
|
0.0
|
%
|
|||
Total operating expenses
|
916,270
|
|
|
78.9
|
%
|
|
753,345
|
|
|
70.2
|
%
|
|
575,005
|
|
|
74.4
|
%
|
|||
Income from operations
|
245,302
|
|
|
21.1
|
%
|
|
319,444
|
|
|
29.8
|
%
|
|
198,359
|
|
|
25.6
|
%
|
|||
Other (expense) income
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense
|
(186,556
|
)
|
|
(16.1
|
)%
|
|
(166,942
|
)
|
|
(15.6
|
)%
|
|
(73,269
|
)
|
|
(9.5
|
)%
|
|||
Other income (expense)
|
2,235
|
|
|
0.2
|
%
|
|
113
|
|
|
0.0
|
%
|
|
(4,222
|
)
|
|
(0.5
|
)%
|
|||
Total other expense
|
(184,321
|
)
|
|
(15.9
|
)%
|
|
(166,829
|
)
|
|
(15.6
|
)%
|
|
(77,491
|
)
|
|
(10.0
|
)%
|
|||
Income from continuing operations before income taxes
|
60,981
|
|
|
5.2
|
%
|
|
152,615
|
|
|
14.2
|
%
|
|
120,868
|
|
|
15.6
|
%
|
|||
Provision for income taxes
|
(13,597
|
)
|
|
(1.1
|
)%
|
|
(52,725
|
)
|
|
(4.9
|
)%
|
|
(45,388
|
)
|
|
(5.9
|
)%
|
|||
Income from continuing operations
|
47,384
|
|
|
4.1
|
%
|
|
99,890
|
|
|
9.3
|
%
|
|
75,480
|
|
|
9.7
|
%
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
0.0
|
%
|
|
(1,612
|
)
|
|
(0.1
|
)%
|
|
(1,740
|
)
|
|
(0.2
|
)%
|
|||
Net income
|
47,384
|
|
|
4.1
|
%
|
|
98,278
|
|
|
9.2
|
%
|
|
73,740
|
|
|
9.5
|
%
|
|||
Net (income) loss attributable to noncontrolling interest
|
(2,249
|
)
|
|
(0.2
|
)%
|
|
5,448
|
|
|
0.5
|
%
|
|
1,559
|
|
|
0.2
|
%
|
|||
Net income attributable to Encore Capital Group, Inc. stockholders
|
$
|
45,135
|
|
|
3.9
|
%
|
|
$
|
103,726
|
|
|
9.7
|
%
|
|
$
|
75,299
|
|
|
9.7
|
%
|
|
Year Ended December 31, 2015
|
||||||||||
|
Janus Holdings
|
|
Encore Europe
(1)
|
|
Consolidated
|
||||||
Total revenues
|
$
|
349,379
|
|
|
$
|
—
|
|
|
$
|
349,379
|
|
Total operating expenses
|
(188,296
|
)
|
|
—
|
|
|
(188,296
|
)
|
|||
Income from operations
|
161,083
|
|
|
—
|
|
|
161,083
|
|
|||
Interest expense-non-PEC
|
(106,318
|
)
|
|
—
|
|
|
(106,318
|
)
|
|||
PEC interest (expense) income
|
(48,013
|
)
|
|
23,529
|
|
|
(24,484
|
)
|
|||
Other income
|
591
|
|
|
—
|
|
|
591
|
|
|||
Income before income taxes
|
7,343
|
|
|
23,529
|
|
|
30,872
|
|
|||
Benefit for income taxes
|
1,294
|
|
|
—
|
|
|
1,294
|
|
|||
Net income
|
8,637
|
|
|
23,529
|
|
|
32,166
|
|
|||
Net income attributable to noncontrolling interests
|
(1,211
|
)
|
|
(3,705
|
)
|
|
(4,916
|
)
|
|||
Net income attributable to Encore
|
$
|
7,426
|
|
|
$
|
19,824
|
|
|
$
|
27,250
|
|
|
Year Ended December 31, 2014
|
||||||||||
|
Janus Holdings
|
|
Encore Europe
(1)
|
|
Consolidated
|
||||||
Total revenues
|
$
|
286,630
|
|
|
$
|
—
|
|
|
$
|
286,630
|
|
Total operating expenses
|
(150,349
|
)
|
|
—
|
|
|
(150,349
|
)
|
|||
Income from operations
|
136,281
|
|
|
—
|
|
|
136,281
|
|
|||
Interest expense-non-PEC
|
(96,419
|
)
|
|
—
|
|
|
(96,419
|
)
|
|||
PEC interest (expense) income
|
(43,630
|
)
|
|
21,201
|
|
|
(22,429
|
)
|
|||
Other expense
|
(646
|
)
|
|
—
|
|
|
(646
|
)
|
|||
(Loss) income before income taxes
|
(4,414
|
)
|
|
21,201
|
|
|
16,787
|
|
|||
Provision for income taxes
|
(3,241
|
)
|
|
—
|
|
|
(3,241
|
)
|
|||
Net (loss) income
|
(7,655
|
)
|
|
21,201
|
|
|
13,546
|
|
|||
Net loss attributable to noncontrolling interests
|
1,108
|
|
|
3,267
|
|
|
4,375
|
|
|||
Net (loss) income attributable to Encore
|
$
|
(6,547
|
)
|
|
$
|
24,468
|
|
|
$
|
17,921
|
|
|
Year Ended December 31, 2013
|
||||||||||
|
Janus Holdings
|
|
Encore Europe
(1)
|
|
Consolidated
|
||||||
Total revenues
|
$
|
95,491
|
|
|
$
|
—
|
|
|
$
|
95,491
|
|
Total operating expenses
|
(48,890
|
)
|
|
—
|
|
|
(48,890
|
)
|
|||
Income from operations
|
46,601
|
|
|
—
|
|
|
46,601
|
|
|||
Interest expense-non-PEC
|
(26,265
|
)
|
|
—
|
|
|
(26,265
|
)
|
|||
PEC interest (expense) income
|
(21,616
|
)
|
|
10,235
|
|
|
(11,381
|
)
|
|||
Other income
|
98
|
|
|
—
|
|
|
98
|
|
|||
(Loss) income before income taxes
|
(1,182
|
)
|
|
10,235
|
|
|
9,053
|
|
|||
Provision for income taxes
|
(1,574
|
)
|
|
—
|
|
|
(1,574
|
)
|
|||
Net (loss) income
|
(2,756
|
)
|
|
10,235
|
|
|
7,479
|
|
|||
Net loss attributable to noncontrolling interests
|
392
|
|
|
1,167
|
|
|
1,559
|
|
|||
Net (loss) income attributable to Encore
|
$
|
(2,364
|
)
|
|
$
|
11,402
|
|
|
$
|
9,038
|
|
(1)
|
Includes only the results of operations related to Janus Holdings and therefore does not represent the complete financial performance of Encore Europe.
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||||
|
$
|
|
Per Diluted
Share— Accounting |
|
Per Diluted
Share— Economic |
|
$
|
|
Per Diluted
Share— Accounting |
|
Per Diluted
Share— Economic |
|
$
|
|
Per Diluted
Share— Accounting |
|
Per Diluted
Share— Economic |
||||||||||||||||||
GAAP net income from continuing operations attributable to Encore, as reported
|
$
|
45,135
|
|
|
$
|
1.69
|
|
|
$
|
1.74
|
|
|
$
|
105,338
|
|
|
$
|
3.83
|
|
|
$
|
3.99
|
|
|
$
|
77,039
|
|
|
$
|
2.94
|
|
|
$
|
3.01
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Convertible notes non-cash interest and issuance cost amortization, net of tax
|
6,896
|
|
|
0.26
|
|
|
0.26
|
|
|
6,413
|
|
|
0.23
|
|
|
0.24
|
|
|
3,274
|
|
|
0.12
|
|
|
0.13
|
|
|||||||||
Acquisition, integration and restructuring related expenses, net of tax
|
8,063
|
|
|
0.30
|
|
|
0.31
|
|
|
9,898
|
|
|
0.36
|
|
|
0.37
|
|
|
18,483
|
|
|
0.71
|
|
|
0.72
|
|
|||||||||
CFPB / regulatory one-time charges, net of tax
|
42,554
|
|
|
1.60
|
|
|
1.64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Goodwill impairment, net of tax
|
31,187
|
|
|
1.17
|
|
|
1.20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net effect of non-recurring tax adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,291
|
)
|
|
(0.08
|
)
|
|
(0.08
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Adjusted income from continuing operations attributable to Encore
|
$
|
133,835
|
|
|
$
|
5.02
|
|
|
$
|
5.15
|
|
|
$
|
119,358
|
|
|
$
|
4.34
|
|
|
$
|
4.52
|
|
|
$
|
98,796
|
|
|
$
|
3.77
|
|
|
$
|
3.86
|
|
|
Year Ended December 31,
|
||||||||||
2015
|
|
2014
|
|
2013
|
|||||||
GAAP net income, as reported
|
$
|
47,384
|
|
|
$
|
98,278
|
|
|
$
|
73,740
|
|
Adjustments:
|
|
|
|
|
|
||||||
Loss from discontinued operations, net of tax
|
—
|
|
|
1,612
|
|
|
1,740
|
|
|||
Interest expense
|
186,556
|
|
|
166,942
|
|
|
73,269
|
|
|||
Provision for income taxes
|
13,597
|
|
|
52,725
|
|
|
45,388
|
|
|||
Depreciation and amortization
|
33,945
|
|
|
27,949
|
|
|
13,547
|
|
|||
Amount applied to principal on receivable portfolios
|
628,289
|
|
|
614,665
|
|
|
534,654
|
|
|||
Stock-based compensation expense
|
22,008
|
|
|
17,181
|
|
|
12,649
|
|
|||
Acquisition, integration and restructuring related expenses
|
15,553
|
|
|
19,299
|
|
|
29,321
|
|
|||
CFPB / regulatory one-time charges
|
63,019
|
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment
|
49,277
|
|
|
—
|
|
|
—
|
|
|||
Adjusted EBITDA
|
$
|
1,059,628
|
|
|
$
|
998,651
|
|
|
$
|
784,308
|
|
|
Year Ended December 31,
|
||||||||||
2015
|
|
2014
|
|
2013
|
|||||||
GAAP total operating expenses, as reported
|
$
|
916,270
|
|
|
$
|
753,345
|
|
|
$
|
575,005
|
|
Adjustments:
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
(22,008
|
)
|
|
(17,181
|
)
|
|
(12,649
|
)
|
|||
Operating expenses related to non-portfolio purchasing and recovery business
|
(157,080
|
)
|
|
(97,165
|
)
|
|
(36,511
|
)
|
|||
Acquisition, integration and restructuring related operating expenses
|
(15,553
|
)
|
|
(19,299
|
)
|
|
(25,691
|
)
|
|||
Operating expenses related to CFPB / regulatory one-time charges
|
(54,697
|
)
|
|
—
|
|
|
—
|
|
|||
Adjusted operating expenses related to portfolio purchasing and recovery business
|
$
|
666,932
|
|
|
$
|
619,700
|
|
|
$
|
500,154
|
|
|
Year Ended December 31, 2015
|
|
As of
December 31, 2015 |
|||||||||||||||||||||
|
Collections
(1)
|
|
Gross
Revenue
(2)
|
|
Revenue
Recognition
Rate
(3)
|
|
Net
Reversal
(Portfolio
Allowance)
|
|
Revenue
% of Total
Revenue
|
|
Unamortized
Balances
|
|
Monthly
IRR
|
|||||||||||
United States:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
ZBA
(4)
|
$
|
103,398
|
|
|
$
|
91,876
|
|
|
88.9
|
%
|
|
$
|
11,765
|
|
|
8.6
|
%
|
|
$
|
—
|
|
|
—
|
|
2007
|
3,150
|
|
|
1,118
|
|
|
35.5
|
%
|
|
1,009
|
|
|
0.1
|
%
|
|
1,573
|
|
|
4.6
|
%
|
||||
2008
|
13,529
|
|
|
8,665
|
|
|
64.0
|
%
|
|
2,311
|
|
|
0.8
|
%
|
|
5,798
|
|
|
10.0
|
%
|
||||
2009
|
18,084
|
|
|
10,347
|
|
|
57.2
|
%
|
|
—
|
|
|
1.0
|
%
|
|
—
|
|
|
—
|
|
||||
2010
|
42,615
|
|
|
25,629
|
|
|
60.1
|
%
|
|
—
|
|
|
2.4
|
%
|
|
3,742
|
|
|
21.2
|
%
|
||||
2011
|
112,753
|
|
|
85,303
|
|
|
75.7
|
%
|
|
—
|
|
|
8.0
|
%
|
|
27,257
|
|
|
18.5
|
%
|
||||
2012
|
176,914
|
|
|
108,968
|
|
|
61.6
|
%
|
|
—
|
|
|
10.2
|
%
|
|
79,973
|
|
|
8.6
|
%
|
||||
2013
|
298,068
|
|
|
176,878
|
|
|
59.3
|
%
|
|
—
|
|
|
16.6
|
%
|
|
161,539
|
|
|
7.4
|
%
|
||||
2014
|
307,814
|
|
|
146,583
|
|
|
47.6
|
%
|
|
—
|
|
|
13.8
|
%
|
|
291,402
|
|
|
3.6
|
%
|
||||
2015
|
105,609
|
|
|
47,300
|
|
|
44.8
|
%
|
|
—
|
|
|
4.4
|
%
|
|
445,527
|
|
|
1.8
|
%
|
||||
Impact of CFPB settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,322
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Subtotal
|
1,181,934
|
|
|
702,667
|
|
|
59.5
|
%
|
|
6,763
|
|
|
65.9
|
%
|
|
1,016,811
|
|
|
4.4
|
%
|
||||
Europe:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2013
|
212,129
|
|
|
171,750
|
|
|
81.0
|
%
|
|
—
|
|
|
16.1
|
%
|
|
439,619
|
|
|
3.1
|
%
|
||||
2014
|
198,127
|
|
|
122,490
|
|
|
61.8
|
%
|
|
—
|
|
|
11.5
|
%
|
|
444,618
|
|
|
2.1
|
%
|
||||
2015
|
65,870
|
|
|
38,129
|
|
|
57.9
|
%
|
|
—
|
|
|
3.6
|
%
|
|
384,231
|
|
|
1.9
|
%
|
||||
Subtotal
|
476,126
|
|
|
332,369
|
|
|
69.8
|
%
|
|
—
|
|
|
31.2
|
%
|
|
1,268,468
|
|
|
2.4
|
%
|
||||
Other geographies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
ZBA
(4)
|
4,565
|
|
|
4,571
|
|
|
100.1
|
%
|
|
—
|
|
|
0.4
|
%
|
|
—
|
|
|
—
|
|
||||
2012
|
471
|
|
|
—
|
|
|
0.0
|
%
|
|
—
|
|
|
0.0
|
%
|
|
—
|
|
|
—
|
|
||||
2013
|
6,507
|
|
|
319
|
|
|
4.9
|
%
|
|
—
|
|
|
0.0
|
%
|
|
2,480
|
|
|
0.0
|
%
|
||||
2014
|
16,062
|
|
|
19,910
|
|
|
124.0
|
%
|
|
—
|
|
|
1.9
|
%
|
|
67,714
|
|
|
2.4
|
%
|
||||
2015
|
15,060
|
|
|
5,837
|
|
|
38.8
|
%
|
|
—
|
|
|
0.5
|
%
|
|
85,196
|
|
|
2.9
|
%
|
||||
Subtotal
|
42,665
|
|
|
30,637
|
|
|
71.8
|
%
|
|
—
|
|
|
2.9
|
%
|
|
155,390
|
|
|
2.6
|
%
|
||||
Total
|
$
|
1,700,725
|
|
|
$
|
1,065,673
|
|
|
62.7
|
%
|
|
$
|
6,763
|
|
|
100.0
|
%
|
|
$
|
2,440,669
|
|
|
3.2
|
%
|
|
Year Ended December 31, 2014
|
|
As of
December 31, 2014 |
|||||||||||||||||||||
|
Collections
(1)
|
|
Gross
Revenue
(2)
|
|
Revenue
Recognition
Rate
(3)
|
|
Net
Portfolio
Allowance
Reversal
|
|
Revenue
% of Total
Revenue
|
|
Unamortized
Balances
|
|
Monthly
IRR
|
|||||||||||
United States:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
ZBA
(4)
|
$
|
34,491
|
|
|
$
|
22,271
|
|
|
64.6
|
%
|
|
$
|
12,229
|
|
|
2.3
|
%
|
|
$
|
—
|
|
|
—
|
|
2006
|
3,067
|
|
|
601
|
|
|
19.6
|
%
|
|
—
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
|
||||
2007
|
7,971
|
|
|
3,316
|
|
|
41.6
|
%
|
|
1,612
|
|
|
0.3
|
%
|
|
2,603
|
|
|
4.8
|
%
|
||||
2008
|
27,715
|
|
|
14,939
|
|
|
53.9
|
%
|
|
3,566
|
|
|
1.5
|
%
|
|
8,400
|
|
|
8.6
|
%
|
||||
2009
|
52,661
|
|
|
39,586
|
|
|
75.2
|
%
|
|
—
|
|
|
4.1
|
%
|
|
7,894
|
|
|
25.6
|
%
|
||||
2010
|
111,058
|
|
|
82,375
|
|
|
74.2
|
%
|
|
—
|
|
|
8.4
|
%
|
|
21,180
|
|
|
22.9
|
%
|
||||
2011
|
154,930
|
|
|
108,167
|
|
|
69.8
|
%
|
|
—
|
|
|
11.1
|
%
|
|
55,968
|
|
|
13.5
|
%
|
||||
2012
|
259,252
|
|
|
137,986
|
|
|
53.2
|
%
|
|
—
|
|
|
14.1
|
%
|
|
150,876
|
|
|
6.4
|
%
|
||||
2013
|
397,864
|
|
|
220,121
|
|
|
55.3
|
%
|
|
—
|
|
|
22.6
|
%
|
|
284,819
|
|
|
5.0
|
%
|
||||
2014
|
143,804
|
|
|
79,585
|
|
|
55.3
|
%
|
|
—
|
|
|
8.2
|
%
|
|
456,970
|
|
|
2.7
|
%
|
||||
Subtotal
|
1,192,813
|
|
|
708,947
|
|
|
59.4
|
%
|
|
17,407
|
|
|
72.7
|
%
|
|
988,710
|
|
|
5.0
|
%
|
||||
Europe:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2013
|
249,307
|
|
|
160,074
|
|
|
64.2
|
%
|
|
—
|
|
|
16.4
|
%
|
|
505,213
|
|
|
2.4
|
%
|
||||
2014
|
135,549
|
|
|
101,285
|
|
|
74.7
|
%
|
|
—
|
|
|
10.4
|
%
|
|
555,323
|
|
|
1.9
|
%
|
||||
Subtotal
|
384,856
|
|
|
261,359
|
|
|
67.9
|
%
|
|
—
|
|
|
26.8
|
%
|
|
1,060,536
|
|
|
2.1
|
%
|
||||
Other geographies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2012
|
2,561
|
|
|
—
|
|
|
0.0
|
%
|
|
—
|
|
|
0.0
|
%
|
|
505
|
|
|
0.0
|
%
|
||||
2013
|
17,615
|
|
|
3,032
|
|
|
17.2
|
%
|
|
—
|
|
|
0.3
|
%
|
|
10,530
|
|
|
0.0
|
%
|
||||
2014
|
9,652
|
|
|
2,087
|
|
|
21.6
|
%
|
|
—
|
|
|
0.2
|
%
|
|
83,279
|
|
|
1.8
|
%
|
||||
Subtotal
|
29,828
|
|
|
5,119
|
|
|
17.2
|
%
|
|
—
|
|
|
0.5
|
%
|
|
94,314
|
|
|
1.6
|
%
|
||||
Total
|
$
|
1,607,497
|
|
|
$
|
975,425
|
|
|
60.7
|
%
|
|
$
|
17,407
|
|
|
100.0
|
%
|
|
$
|
2,143,560
|
|
|
3.1
|
%
|
(1)
|
Does not include amounts collected on behalf of others.
|
(2)
|
Gross revenue excludes the effects of net portfolio allowance or net portfolio allowance reversals.
|
(3)
|
Revenue recognition rate excludes the effects of net portfolio allowance or net portfolio allowance reversals.
|
(4)
|
ZBA revenue typically has a 100% revenue recognition rate. However, collections on ZBA pool groups where a valuation allowance remains must first be recorded as an allowance reversal until the allowance for that pool group is zero. Once the entire valuation allowance is reversed, the revenue recognition rate will become 100%. ZBA gross revenue includes an immaterial amount of accounts that are returned to the seller in accordance with the respective purchase agreement (“Put-Backs”).
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Salaries and employee benefits:
|
|
|
|
||||
Portfolio purchasing and recovery
|
$
|
262,281
|
|
|
$
|
238,942
|
|
Tax lien business
|
8,053
|
|
|
7,305
|
|
||
|
$
|
270,334
|
|
|
$
|
246,247
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Other operating expenses:
|
|
|
|
||||
Portfolio purchasing and recovery
|
$
|
93,211
|
|
|
$
|
89,933
|
|
Tax lien business
|
4,971
|
|
|
3,926
|
|
||
|
$
|
98,182
|
|
|
$
|
93,859
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
General and administrative expenses:
|
|
|
|
||||
Portfolio purchasing and recovery
|
$
|
191,357
|
|
|
$
|
139,977
|
|
Tax lien business
|
5,470
|
|
|
6,309
|
|
||
|
$
|
196,827
|
|
|
$
|
146,286
|
|
|
Year Ended December 31,
|
||||
|
2015
|
|
2014
|
||
United States
|
42.0
|
%
|
|
41.7
|
%
|
Europe
|
33.0
|
%
|
|
29.3
|
%
|
Other geographies
|
32.9
|
%
|
|
30.2
|
%
|
Overall cost per dollar collected
|
39.2
|
%
|
|
38.6
|
%
|
|
Year Ended December 31,
|
|||||||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
Stated interest on debt obligations
|
$
|
151,616
|
|
|
$
|
137,274
|
|
|
$
|
14,342
|
|
|
10.4
|
%
|
Interest expense on preferred equity certificates
|
24,484
|
|
|
22,429
|
|
|
2,055
|
|
|
9.2
|
%
|
|||
Amortization of loan fees and other loan costs
|
11,792
|
|
|
9,049
|
|
|
2,743
|
|
|
30.3
|
%
|
|||
Amortization of debt discount
|
9,410
|
|
|
8,423
|
|
|
987
|
|
|
11.7
|
%
|
|||
Accretion of debt premium
|
(10,746
|
)
|
|
(10,233
|
)
|
|
(513
|
)
|
|
5.0
|
%
|
|||
Total interest expense
|
$
|
186,556
|
|
|
$
|
166,942
|
|
|
$
|
19,614
|
|
|
11.7
|
%
|
|
Year Ended December 31,
|
||||
|
2015
|
|
2014
|
||
Federal provision
|
35.0
|
%
|
|
35.0
|
%
|
State (benefit) provision
(1)
|
(1.2
|
)%
|
|
8.2
|
%
|
Federal expense (benefit) of state
|
0.4
|
%
|
|
(2.9
|
)%
|
International benefit
(2)
|
(12.5
|
)%
|
|
(3.6
|
)%
|
Tax reserves
(3)
|
(3.3
|
)%
|
|
0.0
|
%
|
Permanent items
(4)
|
9.6
|
%
|
|
4.3
|
%
|
Release of valuation allowance
|
(9.1
|
)%
|
|
0.0
|
%
|
Other
(5)
|
3.4
|
%
|
|
(6.4
|
)%
|
Effective rate
|
22.3
|
%
|
|
34.6
|
%
|
(1)
|
Primarily relates to a beneficial settlement with a state tax authority.
|
(2)
|
Relates primarily to the lower tax rate on the income attributable to international operations.
|
(3)
|
Represents a release of reserves for a certain tax position.
|
(4)
|
Represents a provision for nondeductible items, including the CFPB settlement.
|
(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.
|
|
Year Ended December 31, 2014
|
|
As of
December 31, 2014 |
|||||||||||||||||||||
|
Collections
(1)
|
|
Gross
Revenue
(2)
|
|
Revenue
Recognition
Rate
(3)
|
|
Net
Portfolio
Allowance
Reversal
|
|
Revenue
% of Total
Revenue
|
|
Unamortized
Balances
|
|
Monthly
IRR
|
|||||||||||
United States:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
ZBA
(4)
|
$
|
34,491
|
|
|
$
|
22,271
|
|
|
64.6
|
%
|
|
$
|
12,229
|
|
|
2.3
|
%
|
|
$
|
—
|
|
|
—
|
|
2006
|
3,067
|
|
|
601
|
|
|
19.6
|
%
|
|
—
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
|
||||
2007
|
7,971
|
|
|
3,316
|
|
|
41.6
|
%
|
|
1,612
|
|
|
0.3
|
%
|
|
2,603
|
|
|
4.8
|
%
|
||||
2008
|
27,715
|
|
|
14,939
|
|
|
53.9
|
%
|
|
3,566
|
|
|
1.5
|
%
|
|
8,400
|
|
|
8.6
|
%
|
||||
2009
|
52,661
|
|
|
39,586
|
|
|
75.2
|
%
|
|
—
|
|
|
4.1
|
%
|
|
7,894
|
|
|
25.6
|
%
|
||||
2010
|
111,058
|
|
|
82,375
|
|
|
74.2
|
%
|
|
—
|
|
|
8.4
|
%
|
|
21,180
|
|
|
22.9
|
%
|
||||
2011
|
154,930
|
|
|
108,167
|
|
|
69.8
|
%
|
|
—
|
|
|
11.1
|
%
|
|
55,968
|
|
|
13.5
|
%
|
||||
2012
|
259,252
|
|
|
137,986
|
|
|
53.2
|
%
|
|
—
|
|
|
14.1
|
%
|
|
150,876
|
|
|
6.4
|
%
|
||||
2013
|
397,864
|
|
|
220,121
|
|
|
55.3
|
%
|
|
—
|
|
|
22.6
|
%
|
|
284,819
|
|
|
5.0
|
%
|
||||
2014
|
143,804
|
|
|
79,585
|
|
|
55.3
|
%
|
|
—
|
|
|
8.2
|
%
|
|
456,970
|
|
|
2.7
|
%
|
||||
Subtotal
|
1,192,813
|
|
|
708,947
|
|
|
59.4
|
%
|
|
17,407
|
|
|
72.7
|
%
|
|
988,710
|
|
|
5.0
|
%
|
||||
Europe:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2013
|
249,307
|
|
|
160,074
|
|
|
64.2
|
%
|
|
—
|
|
|
16.4
|
%
|
|
505,213
|
|
|
2.4
|
%
|
||||
2014
|
135,549
|
|
|
101,285
|
|
|
74.7
|
%
|
|
—
|
|
|
10.4
|
%
|
|
555,323
|
|
|
1.9
|
%
|
||||
Subtotal
|
384,856
|
|
|
261,359
|
|
|
67.9
|
%
|
|
—
|
|
|
26.8
|
%
|
|
1,060,536
|
|
|
2.1
|
%
|
||||
Other geographies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2012
|
2,561
|
|
|
—
|
|
|
0.0
|
%
|
|
—
|
|
|
0.0
|
%
|
|
505
|
|
|
0.0
|
%
|
||||
2013
|
17,615
|
|
|
3,032
|
|
|
17.2
|
%
|
|
—
|
|
|
0.3
|
%
|
|
10,530
|
|
|
0.0
|
%
|
||||
2014
|
9,652
|
|
|
2,087
|
|
|
21.6
|
%
|
|
—
|
|
|
0.2
|
%
|
|
83,279
|
|
|
1.8
|
%
|
||||
Subtotal
|
29,828
|
|
|
5,119
|
|
|
17.2
|
%
|
|
—
|
|
|
0.5
|
%
|
|
94,314
|
|
|
1.6
|
%
|
||||
Total
|
$
|
1,607,497
|
|
|
$
|
975,425
|
|
|
60.7
|
%
|
|
$
|
17,407
|
|
|
100.0
|
%
|
|
$
|
2,143,560
|
|
|
3.1
|
%
|
|
Year Ended December 31, 2013
|
|
As of
December 31, 2013
|
|||||||||||||||||||||
|
Collections
(1)
|
|
Gross
Revenue
(2)
|
|
Revenue
Recognition
Rate
(3)
|
|
Net
Reversal
(Portfolio
Allowance)
|
|
Revenue
% of Total
Revenue
|
|
Unamortized
Balances
|
|
Monthly
IRR
|
|||||||||||
United States:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
ZBA
(4)
|
$
|
27,117
|
|
|
$
|
17,201
|
|
|
63.4
|
%
|
|
$
|
9,918
|
|
|
2.3
|
%
|
|
$
|
—
|
|
|
—
|
|
2005
|
2,364
|
|
|
239
|
|
|
10.1
|
%
|
|
10
|
|
|
0.0
|
%
|
|
—
|
|
|
—
|
|
||||
2006
|
8,780
|
|
|
3,181
|
|
|
36.2
|
%
|
|
(184
|
)
|
|
0.4
|
%
|
|
2,466
|
|
|
5.2
|
%
|
||||
2007
|
12,204
|
|
|
5,409
|
|
|
44.3
|
%
|
|
2,001
|
|
|
0.7
|
%
|
|
5,654
|
|
|
7.6
|
%
|
||||
2008
|
41,512
|
|
|
24,377
|
|
|
58.7
|
%
|
|
448
|
|
|
3.3
|
%
|
|
17,617
|
|
|
9.5
|
%
|
||||
2009
|
80,311
|
|
|
54,130
|
|
|
67.4
|
%
|
|
—
|
|
|
7.4
|
%
|
|
21,009
|
|
|
18.1
|
%
|
||||
2010
|
156,773
|
|
|
102,595
|
|
|
65.4
|
%
|
|
—
|
|
|
14.0
|
%
|
|
50,230
|
|
|
13.8
|
%
|
||||
2011
|
225,546
|
|
|
133,396
|
|
|
59.1
|
%
|
|
—
|
|
|
18.2
|
%
|
|
103,025
|
|
|
8.9
|
%
|
||||
2012
|
350,134
|
|
|
162,424
|
|
|
46.4
|
%
|
|
—
|
|
|
22.2
|
%
|
|
274,111
|
|
|
4.3
|
%
|
||||
2013
|
230,041
|
|
|
140,760
|
|
|
61.2
|
%
|
|
—
|
|
|
19.2
|
%
|
|
466,268
|
|
|
4.4
|
%
|
||||
Subtotal
|
1,134,782
|
|
|
643,712
|
|
|
56.7
|
%
|
|
12,193
|
|
|
87.9
|
%
|
|
940,380
|
|
|
5.7
|
%
|
||||
Europe:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2013
|
134,259
|
|
|
84,407
|
|
|
62.9
|
%
|
|
—
|
|
|
11.5
|
%
|
|
620,312
|
|
|
2.4
|
%
|
||||
Other geographies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2012
|
3,848
|
|
|
1,019
|
|
|
26.5
|
%
|
|
—
|
|
|
0.1
|
%
|
|
3,688
|
|
|
0.0
|
%
|
||||
2013
|
6,617
|
|
|
3,521
|
|
|
53.2
|
%
|
|
—
|
|
|
0.5
|
%
|
|
25,869
|
|
|
4.4
|
%
|
||||
Subtotal
|
10,465
|
|
|
4,540
|
|
|
43.4
|
%
|
|
—
|
|
|
0.6
|
%
|
|
29,557
|
|
|
3.5
|
%
|
||||
Total
|
$
|
1,279,506
|
|
|
$
|
732,659
|
|
|
57.3
|
%
|
|
$
|
12,193
|
|
|
100.0
|
%
|
|
$
|
1,590,249
|
|
|
4.4
|
%
|
(1)
|
Does not include amounts collected on behalf of others.
|
(2)
|
Gross revenue excludes the effects of net portfolio allowance or net portfolio allowance reversals.
|
(3)
|
Revenue recognition rate excludes the effects of net portfolio allowance or net portfolio allowance reversals.
|
(4)
|
ZBA revenue typically has a 100% revenue recognition rate. However, collections on ZBA pool groups where a valuation allowance remains must first be recorded as an allowance reversal until the allowance for that pool group is zero. Once the entire valuation allowance is reversed, the revenue recognition rate will become 100%. ZBA gross revenue includes an immaterial amount of Put-Backs.
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Salaries and employee benefits:
|
|
|
|
||||
Portfolio purchasing and recovery
|
$
|
238,942
|
|
|
$
|
159,318
|
|
Tax lien business
|
7,305
|
|
|
5,722
|
|
||
|
$
|
246,247
|
|
|
$
|
165,040
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Other operating expenses:
|
|
|
|
||||
Portfolio purchasing and recovery
|
$
|
89,933
|
|
|
$
|
63,228
|
|
Tax lien business
|
3,926
|
|
|
3,421
|
|
||
|
$
|
93,859
|
|
|
$
|
66,649
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
General and administrative expenses:
|
|
|
|
||||
Portfolio purchasing and recovery
|
$
|
139,977
|
|
|
$
|
106,814
|
|
Tax lien business
|
6,309
|
|
|
2,899
|
|
||
|
$
|
146,286
|
|
|
$
|
109,713
|
|
|
Year Ended December 31,
|
||||
|
2014
|
|
2013
|
||
United States
|
41.7
|
%
|
|
40.6
|
%
|
Europe
|
29.3
|
%
|
|
27.0
|
%
|
Other geographies
|
30.2
|
%
|
|
31.3
|
%
|
Overall cost per dollar collected
|
38.6
|
%
|
|
39.1
|
%
|
|
Year Ended December 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Stated interest on debt obligations
|
$
|
137,274
|
|
|
$
|
55,703
|
|
|
$
|
81,571
|
|
|
146.4
|
%
|
Interest expense on preferred equity certificates
|
22,429
|
|
|
11,381
|
|
|
11,048
|
|
|
97.1
|
%
|
|||
Amortization of loan fees and other loan costs
|
9,049
|
|
|
4,519
|
|
|
4,530
|
|
|
100.2
|
%
|
|||
Amortization of debt discount
|
8,423
|
|
|
4,492
|
|
|
3,931
|
|
|
87.5
|
%
|
|||
Accretion of debt premium
|
(10,233
|
)
|
|
(2,826
|
)
|
|
(7,407
|
)
|
|
262.1
|
%
|
|||
Total interest expense
|
$
|
166,942
|
|
|
$
|
73,269
|
|
|
$
|
93,673
|
|
|
127.8
|
%
|
|
Year Ended December 31,
|
||||
|
2014
|
|
2013
|
||
Federal provision
|
35.0
|
%
|
|
35.0
|
%
|
State provision
|
8.2
|
%
|
|
5.8
|
%
|
State benefit
|
(2.9
|
)%
|
|
(2.0
|
)%
|
Changes in state apportionment
(1)
|
0.0
|
%
|
|
(0.2
|
)%
|
International provision
(2)
|
(3.6
|
)%
|
|
(2.2
|
)%
|
Permanent items
(3)
|
4.3
|
%
|
|
2.4
|
%
|
Other
(4)
|
(6.4
|
)%
|
|
(1.2
|
)%
|
Effective rate
|
34.6
|
%
|
|
37.6
|
%
|
(1)
|
Represents changes in state apportionment methodologies.
|
(2)
|
Relates primarily to the lower tax rate on the income attributable to international operations.
|
(3)
|
Represents a provision for nondeductible items.
|
(4)
|
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.
|
(1)
|
Adjusted for Put-Backs and Recalls. Recalls represent accounts that are recalled by the seller in accordance with the respective purchase agreement (“Recalls”).
|
(2)
|
Cumulative collections from inception through
December 31, 2015
, excluding collections on behalf of others.
|
(3)
|
Cumulative Collections Multiple (“CCM”) through
December 31, 2015
refers to collections as a multiple of purchase price.
|
|
Purchase Price
(1)
|
|
Historical
Collections
(2)
|
|
Estimated
Remaining
Collections
(3)
|
|
Total Estimated
Gross Collections
|
|
Total Estimated Gross
Collections to
Purchase Price
|
|||||||||
Purchased consumer receivables:
|
|
|
|
|
|
|
||||||||||||
United States:
|
|
|
|
|
|
|
|
|
|
|||||||||
<2006
|
$
|
578,054
|
|
|
$
|
1,864,849
|
|
|
$
|
9,216
|
|
|
$
|
1,874,065
|
|
|
3.2
|
|
2006
|
141,026
|
|
|
329,311
|
|
|
7,250
|
|
|
336,561
|
|
|
2.4
|
|
||||
2007
|
204,064
|
|
|
515,908
|
|
|
17,558
|
|
|
533,466
|
|
|
2.6
|
|
||||
2008
|
227,755
|
|
|
604,165
|
|
|
35,567
|
|
|
639,732
|
|
|
2.8
|
|
||||
2009
|
253,081
|
|
|
761,224
|
|
|
64,851
|
|
|
826,075
|
|
|
3.3
|
|
||||
2010
|
345,445
|
|
|
961,782
|
|
|
126,329
|
|
|
1,088,111
|
|
|
3.1
|
|
||||
2011
|
382,310
|
|
|
915,717
|
|
|
159,331
|
|
|
1,075,048
|
|
|
2.8
|
|
||||
2012
|
466,772
|
|
|
894,278
|
|
|
246,817
|
|
|
1,141,095
|
|
|
2.4
|
|
||||
2013
|
513,333
|
|
|
866,764
|
|
|
524,675
|
|
|
1,391,439
|
|
|
2.7
|
|
||||
2014
|
517,074
|
|
|
451,992
|
|
|
636,056
|
|
|
1,088,048
|
|
|
2.1
|
|
||||
2015
|
480,195
|
|
|
105,588
|
|
|
717,924
|
|
|
823,512
|
|
|
1.7
|
|
||||
Subtotal
|
4,109,109
|
|
|
8,271,578
|
|
|
2,545,574
|
|
|
10,817,152
|
|
|
2.6
|
|
||||
Europe:
|
|
|
|
|
|
|
|
|
|
|||||||||
2013
|
619,079
|
|
|
595,695
|
|
|
1,146,461
|
|
|
1,742,156
|
|
|
2.8
|
|
||||
2014
|
630,347
|
|
|
333,676
|
|
|
921,199
|
|
|
1,254,875
|
|
|
2.0
|
|
||||
2015
|
423,528
|
|
|
65,870
|
|
|
722,764
|
|
|
788,634
|
|
|
1.9
|
|
||||
Subtotal
|
1,672,954
|
|
|
995,241
|
|
|
2,790,424
|
|
|
3,785,665
|
|
|
2.3
|
|
||||
Other geographies:
|
|
|
|
|
|
|
|
|
||||||||||
2012
|
6,575
|
|
|
7,617
|
|
|
2,342
|
|
|
9,959
|
|
|
1.5
|
|
||||
2013
|
29,568
|
|
|
34,566
|
|
|
13,330
|
|
|
47,896
|
|
|
1.6
|
|
||||
2014
|
88,227
|
|
|
25,714
|
|
|
141,507
|
|
|
167,221
|
|
|
1.9
|
|
||||
2015
|
94,020
|
|
|
15,061
|
|
|
158,479
|
|
|
173,540
|
|
|
1.8
|
|
||||
Subtotal
|
218,390
|
|
|
82,958
|
|
|
315,658
|
|
|
398,616
|
|
|
1.8
|
|
||||
Purchased U.S. bankruptcy receivables:
|
|
|
|
|
|
|
||||||||||||
2010
|
11,971
|
|
|
25,922
|
|
|
—
|
|
|
25,922
|
|
|
2.2
|
|
||||
2011
|
1,642
|
|
|
4,435
|
|
|
—
|
|
|
4,435
|
|
|
2.7
|
|
||||
2012
|
83,159
|
|
|
79,743
|
|
|
19,398
|
|
|
99,141
|
|
|
1.2
|
|
||||
2013
|
39,833
|
|
|
59,001
|
|
|
11,917
|
|
|
70,918
|
|
|
1.8
|
|
||||
2014
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2015
|
24,372
|
|
|
22
|
|
|
28,369
|
|
|
28,391
|
|
|
1.2
|
|
||||
Subtotal
|
160,977
|
|
|
169,123
|
|
|
59,684
|
|
|
228,807
|
|
|
1.4
|
|
||||
Total
|
$
|
6,161,430
|
|
|
$
|
9,518,900
|
|
|
$
|
5,711,340
|
|
|
$
|
15,230,240
|
|
|
2.5
|
|
(1)
|
Adjusted for Put-Backs and Recalls.
|
(2)
|
Cumulative collections from inception through
December 31, 2015
, excluding collections on behalf of others.
|
(3)
|
Estimated remaining collections (“ERC”) for charged-off consumer receivables includes
$91.9 million
related to accounts that converted to bankruptcy after purchase.
|
(1)
|
ERC for Zero Basis Portfolios can extend beyond our collection forecasts.
|
(2)
|
ERC for charged-off consumer receivables includes
$91.9 million
related to accounts that converted to bankruptcy after purchase. The collection forecast of each pool is generally estimated up to 120 months based on the expected collection period of each pool in the United States and in Europe. Expected collections beyond the 120 month collection forecast in the United States are included in ERC but are not included in the calculation of IRRs.
|
|
Unamortized
Balance as of December 31, 2015 |
|
Purchase
Price
(1)
|
|
Unamortized
Balance as a
Percentage of
Purchase Price
|
|
Unamortized
Balance as a
Percentage
of Total
|
||||||
Purchased consumer receivables:
|
|
|
|
|
|
|
|
||||||
United States:
|
|
|
|
|
|
|
|
||||||
2007
|
$
|
1,573
|
|
|
$
|
204,064
|
|
|
0.8
|
%
|
|
0.2
|
%
|
2008
|
5,798
|
|
|
227,755
|
|
|
2.5
|
%
|
|
0.6
|
%
|
||
2009
|
—
|
|
|
253,081
|
|
|
0.0
|
%
|
|
0.0
|
%
|
||
2010
|
3,742
|
|
|
345,445
|
|
|
1.1
|
%
|
|
0.4
|
%
|
||
2011
|
27,257
|
|
|
382,310
|
|
|
7.1
|
%
|
|
2.8
|
%
|
||
2012
|
62,440
|
|
|
466,772
|
|
|
13.4
|
%
|
|
6.4
|
%
|
||
2013
|
155,875
|
|
|
513,333
|
|
|
30.4
|
%
|
|
16.1
|
%
|
||
2014
|
291,402
|
|
|
517,074
|
|
|
56.4
|
%
|
|
30.1
|
%
|
||
2015
|
420,945
|
|
|
480,195
|
|
|
87.7
|
%
|
|
43.4
|
%
|
||
Subtotal
|
969,032
|
|
|
3,390,029
|
|
|
28.6
|
%
|
|
100.0
|
%
|
||
Europe:
|
|
|
|
|
|
|
|
||||||
2013
|
439,619
|
|
|
619,079
|
|
|
71.0
|
%
|
|
34.6
|
%
|
||
2014
|
444,618
|
|
|
630,347
|
|
|
70.5
|
%
|
|
35.1
|
%
|
||
2015
|
384,231
|
|
|
423,528
|
|
|
90.7
|
%
|
|
30.3
|
%
|
||
Subtotal
|
1,268,468
|
|
|
1,672,954
|
|
|
75.8
|
%
|
|
100.0
|
%
|
||
Other geographies:
|
|
|
|
|
|
|
|
||||||
2013
|
2,480
|
|
|
29,568
|
|
|
8.4
|
%
|
|
1.6
|
%
|
||
2014
|
67,714
|
|
|
88,227
|
|
|
76.7
|
%
|
|
43.6
|
%
|
||
2015
|
85,196
|
|
|
94,020
|
|
|
90.6
|
%
|
|
54.8
|
%
|
||
Subtotal
|
155,390
|
|
|
211,815
|
|
|
73.4
|
%
|
|
100.0
|
%
|
||
Purchased U.S. bankruptcy receivables:
|
|
|
|
|
|
|
|
||||||
2012
|
17,533
|
|
|
83,159
|
|
|
21.1
|
%
|
|
36.7
|
%
|
||
2013
|
5,664
|
|
|
39,833
|
|
|
14.2
|
%
|
|
11.9
|
%
|
||
2014
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
2015
|
24,582
|
|
|
24,372
|
|
|
100.9
|
%
|
|
51.4
|
%
|
||
Subtotal
|
47,779
|
|
|
147,364
|
|
|
32.4
|
%
|
|
100.0
|
%
|
||
Total
|
$
|
2,440,669
|
|
|
$
|
5,422,162
|
|
|
45.0
|
%
|
|
100.0
|
%
|
(1)
|
Purchase price refers to the cash paid to a seller to acquire a portfolio less Put-Backs, Recalls, and other adjustments.
|
Years Ending December 31,
|
Purchased
Consumer Receivables United States |
|
Purchased
Consumer Receivables Europe |
|
Purchased
Consumer Receivables Other Geographies |
|
Purchased U.S.
Bankruptcy
Receivables
|
|
Total
Amortization
|
||||||||||
2016
|
$
|
238,195
|
|
|
$
|
103,223
|
|
|
$
|
16,397
|
|
|
$
|
14,851
|
|
|
$
|
372,666
|
|
2017
|
263,064
|
|
|
172,585
|
|
|
15,966
|
|
|
11,891
|
|
|
463,506
|
|
|||||
2018
|
167,795
|
|
|
164,754
|
|
|
42,265
|
|
|
7,635
|
|
|
382,449
|
|
|||||
2019
|
108,740
|
|
|
151,237
|
|
|
43,255
|
|
|
6,593
|
|
|
309,825
|
|
|||||
2020
|
72,169
|
|
|
145,282
|
|
|
22,239
|
|
|
5,397
|
|
|
245,087
|
|
|||||
2021
|
46,276
|
|
|
146,155
|
|
|
7,765
|
|
|
939
|
|
|
201,135
|
|
|||||
2022
|
32,933
|
|
|
157,958
|
|
|
6,077
|
|
|
206
|
|
|
197,174
|
|
|||||
2023
|
23,065
|
|
|
156,988
|
|
|
756
|
|
|
178
|
|
|
180,987
|
|
|||||
2024
|
12,731
|
|
|
51,028
|
|
|
250
|
|
|
89
|
|
|
64,098
|
|
|||||
2025
|
4,064
|
|
|
19,132
|
|
|
270
|
|
|
—
|
|
|
23,466
|
|
|||||
2026
|
—
|
|
|
126
|
|
|
150
|
|
|
—
|
|
|
276
|
|
|||||
Total
|
$
|
969,032
|
|
|
$
|
1,268,468
|
|
|
$
|
155,390
|
|
|
$
|
47,779
|
|
|
$
|
2,440,669
|
|
|
Headcount as of December 31,
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
Domestic
|
|
International
|
|
Domestic
|
|
International
|
|
Domestic
|
|
International
|
||||||
General & Administrative
|
944
|
|
|
2,198
|
|
|
1,010
|
|
|
1,628
|
|
|
1,008
|
|
|
1,288
|
|
Internal Legal Account Manager
|
29
|
|
|
151
|
|
|
38
|
|
|
64
|
|
|
63
|
|
|
61
|
|
Account Manager
|
240
|
|
|
3,103
|
|
|
313
|
|
|
2,324
|
|
|
297
|
|
|
2,534
|
|
|
1,213
|
|
|
5,452
|
|
|
1,361
|
|
|
4,016
|
|
|
1,368
|
|
|
3,883
|
|
Quarter
|
# of
Accounts
|
|
Face Value
|
|
Purchase
Price
|
|||||
Q1 2013
|
1,678
|
|
|
$
|
1,615,214
|
|
|
$
|
58,771
|
|
Q2 2013
(1)
|
23,887
|
|
|
68,906,743
|
|
|
423,113
|
|
||
Q3 2013
(2)
|
4,232
|
|
|
13,437,807
|
|
|
617,852
|
|
||
Q4 2013
|
614
|
|
|
1,032,472
|
|
|
105,043
|
|
||
Q1 2014
(3)
|
1,104
|
|
|
4,288,159
|
|
|
467,565
|
|
||
Q2 2014
|
1,210
|
|
|
3,075,343
|
|
|
225,762
|
|
||
Q3 2014
(4)
|
2,203
|
|
|
3,970,145
|
|
|
299,509
|
|
||
Q4 2014
|
859
|
|
|
2,422,128
|
|
|
258,524
|
|
||
Q1 2015
|
734
|
|
|
1,041,011
|
|
|
125,154
|
|
||
Q2 2015
(5)
|
2,970
|
|
|
5,544,885
|
|
|
418,780
|
|
||
Q3 2015
|
1,267
|
|
|
2,085,381
|
|
|
187,180
|
|
||
Q4 2015
(6)
|
2,363
|
|
|
4,068,252
|
|
|
292,608
|
|
(1)
|
Includes $383.4 million of portfolios acquired with a face value of approximately $68.2 billion in connection with the AACC Merger.
|
(2)
|
Includes $559.0 million of portfolios acquired with a face value of approximately $12.8 billion in connection with the Cabot Acquisition.
|
(3)
|
Includes $208.5 million of portfolios acquired with a face value of approximately $2.4 billion in connection with the Marlin Acquisition.
|
(4)
|
Includes $105.4 million of portfolios acquired with a face value of approximately $1.7 billion in connection with the Atlantic Acquisition.
|
(5)
|
Includes $216.0 million of portfolios acquired with a face value of approximately $3.1 billion in connection with the dlc Acquisition.
|
(6)
|
Includes
$60.3 million
of portfolios acquired with a face value of approximately $1.2 billion in connection with the Baycorp Acquisition.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash provided by operating activities
|
$
|
114,425
|
|
|
$
|
111,544
|
|
|
$
|
74,775
|
|
Net cash used in investing activities
|
(472,709
|
)
|
|
(755,197
|
)
|
|
(217,240
|
)
|
|||
Net cash provided by financing activities
|
401,845
|
|
|
626,323
|
|
|
245,980
|
|
|
Payment Due By Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less
Than
1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
More
Than
5 Years
|
||||||||||
Principal payments on debt
|
$
|
2,975,612
|
|
|
$
|
42,320
|
|
|
$
|
367,023
|
|
|
$
|
1,733,914
|
|
|
$
|
832,355
|
|
Estimated interest payments
(1)
|
718,396
|
|
|
167,253
|
|
|
323,076
|
|
|
207,788
|
|
|
20,279
|
|
|||||
Capital leases
|
11,628
|
|
|
6,650
|
|
|
4,297
|
|
|
681
|
|
|
—
|
|
|||||
Operating leases
|
75,813
|
|
|
17,542
|
|
|
28,267
|
|
|
14,573
|
|
|
15,431
|
|
|||||
Purchase commitments on receivable portfolios
|
297,157
|
|
|
297,157
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Preferred equity certificates
(2)
|
221,516
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221,516
|
|
|||||
Total contractual cash obligations
(3)
|
$
|
4,300,122
|
|
|
$
|
530,922
|
|
|
$
|
722,663
|
|
|
$
|
1,956,956
|
|
|
$
|
1,089,581
|
|
(1)
|
We calculated estimated interest payments for long-term debt as follows: (a) for the fixed interest bearing debt, such as our senior secured notes and convertible senior notes, we calculated interest based on the applicable rates and payment dates and (b) for the debt facilities that are subject to variable interest rates, we estimated the debt balance and interest rates based on our determination of the most likely scenario. We expect to settle such interest payments with cash flows from operating activities.
|
(2)
|
As of
December 31, 2015
, we carried a liability of approximately
$221.5 million
related to principal and accumulated interests for PECs issued in connection with the Cabot Acquisition. The PECs have a maturity date of May 2043, accrue interest at 12% per annum, and are held by Cabot’s noncontrolling interest holders. The future accrued interest is excluded from the table above due to uncertainty in determining the timing of the payment because the payment will only be satisfied in connection with the disposition of the noncontrolling interests. See Note
9
, “Debt” to our consolidated financial statements for additional information on our PECs.
|
(3)
|
We had approximately
$58.5 million
of liabilities and accrued interests related to uncertain tax positions at
December 31, 2015
. We are unable to reasonably estimate the timing of the cash settlement with the tax authorities due to the uncertainties related to these tax matters and, as a result, these obligations are not included in the table. See Note
12
, “Income Taxes” to our consolidated financial statements for additional information on our uncertain tax positions.
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Financial Condition at December 31, 2015 and 2014
|
|
Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013
|
|
Consolidated Statements of Equity for the years ended December 31, 2015, 2014 and 2013
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
|
|
Notes to Consolidated Financial Statements
|
|
|
Number
|
Description
|
2.1
|
Securities Purchase Agreement, dated May 8, 2012, by and among Propel Acquisition LLC and McCombs Family Partners, Ltd., JHBC Holdings, LLC and Texas Tax Loans, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2012)
|
|
|
2.2
|
Agreement and Plan of Merger dated March 6, 2013, by and among Encore Capital Group, Inc., Pinnacle Sub, Inc. and Asset Acceptance Capital Corp. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 6, 2013)
|
|
|
2.3
|
Stock Purchase Agreement, dated August 1, 2014, by and among Encore Capital Group, Inc., the sellers party thereto, Atlantic Credit & Finance, Inc. and Richard Woolwine as the sellers’ representative (incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2014)
|
|
|
2.4
|
Securities Purchase Agreement, dated February 19, 2016, by and among Encore Capital Group, Inc. and certain funds affiliated with Prophet Capital Asset Management LP (filed herewith)
|
|
|
3.1
|
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1/A filed on June 14, 1999, File No. 333-77483)
|
|
|
3.2
|
Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 4, 2002)
|
|
|
3.3
|
Bylaws, as amended through February 8, 2011 (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K filed on February 14, 2011)
|
|
|
4.1
|
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-3 filed on December 21, 2009, File No. 333-163876)
|
|
|
4.2*
|
Amended and Restated Senior Secured Note Purchase Agreement, dated February 10, 2011, by and among Encore Capital Group, Inc., The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Retirement Insurance and Annuity Company and Prudential Annuities Life Assurance Corporation (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2011)
|
|
|
4.3
|
Form of 7.75% Senior Secured Note due 2017 (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2011)
|
|
|
Number
|
Description
|
4.4
|
Form of 7.375% Senior Secured Note due 2018 (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2011)
|
|
|
4.5
|
Amendment No. 1, dated May 8, 2012, to Amended and Restated Senior Secured Note Purchase Agreement, dated February 10, 2011, by and among Encore Capital Group, Inc., The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Retirement Insurance and Annuity Company and Prudential Annuities Life Assurance Corporation, and SunTrust Bank as collateral agent and administrative agent (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2012)
|
|
|
4.6
|
Indenture, dated November 27, 2012, between Encore Capital Group, Inc. and Union Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on 8-K filed on December 3, 2012)
|
|
|
4.7
|
Indenture (including the form of the Note), dated as of June 24, 2013, by and among Encore Capital Group, Inc., Midland Credit Management, Inc., as guarantor, and Union Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 24, 2013)
|
|
|
4.8
|
Indenture (including the form of the Note), dated August 2, 2013, by and among Cabot Financial (Luxembourg) S.A., Cabot Credit Management Limited, Cabot Financial Limited and all material subsidiaries of Cabot Financial Limited, as guarantors, J.P. Morgan Europe Limited, as security agent, and Citibank, N.A., London Branch as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 6, 2013)
|
|
|
4.9
|
Indenture (including the form of the Note), dated September 20, 2012, by and among Cabot Financial (Luxembourg) S.A., Cabot Credit Management Limited, Cabot Financial Limited and all material subsidiaries of Cabot Financial Limited, as guarantors, J.P. Morgan Europe Limited, as security agent, and Citibank, N.A., London Branch as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2013)
|
|
|
4.10
|
First Supplemental Indenture, dated June 13, 2013, between Cabot Financial (Luxembourg) S.A. and Citibank, N.A., London Branch as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2013)
|
|
|
4.11
|
Indenture (including the form of the Note), dated July 25, 2013, by and among Marlin Intermediate Holdings plc, Marlin Financial Group Limited, Marlin Financial Intermediate Limited, certain subsidiaries of Marlin Financial Intermediate Limited, The Bank of New York Mellon, London Branch as trustee, paying agent, transfer agent and registrar, and Royal Bank of Scotland plc, as security agent (incorporated by reference to Exhibit 4.11 to the Company’s Annual Report on Form 10-K filed on February 25, 2014)
|
|
|
4.12
|
First Supplemental Indenture, dated February 19, 2014, by and among Marlin Intermediate Holdings plc, Marlin Financial Intermediate II Limited, Cabot Financial Limited the guarantors party thereto and the Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.12 to the Company’s Annual Report on Form 10-K filed on February 25, 2014)
|
|
|
4.13
|
Indenture (including form of Note), dated as of March 11, 2014, by and between Encore Capital Group, Inc., Midland Credit Management, Inc., as guarantor, and Union Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 11, 2014)
|
|
|
4.14
|
Second Supplemental Indenture, dated March 14, 2014, by and among Cabot Financial (Luxembourg) S.A., Cabot Financial Limited, Cabot Credit Management Limited, as guarantor, and Citibank, N.A., London Branch, as trustee (filed with the Company’s Quarterly Report on Form 10-Q filed on May 8, 2014)
|
|
|
4.15
|
Second Supplemental Indenture, dated March 14, 2014, by and among Marlin Intermediate Holdings plc, Cabot Financial Limited, the subsidiary guarantors party thereto and the Bank of New York Mellon, London Branch, as trustee (filed with the Company’s Quarterly Report on Form 10-Q filed on May 8, 2014)
|
|
|
Number
|
Description
|
4.16
|
Indenture (including form of Note), dated March 27, 2014, between Cabot Financial (Luxembourg) S.A., Cabot Credit Management Limited, Cabot Financial Limited, the subsidiary guarantors party thereto, J.P. Morgan Europe Limited, as security agent, Citibank, N.A., London Branch as trustee, principal paying agent and transfer agent and Citigroup Global Markets Deutschland AG, as registrar (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 28, 2014)
|
|
|
4.17
|
Indenture (including form of Note), dated May 6, 2014, by and between PFS Tax Lien Trust 2014-1 and Citibank, N.A., as trustee (filed with the Company’s Quarterly Report on Form 10-Q filed on May 8, 2014)
|
|
|
4.18
|
First Supplemental Indenture, dated March 14, 2014, by and among Cabot Financial (Luxembourg) S.A., Cabot Financial Limited, Cabot Credit Management Limited, as guarantor, and Citibank, N.A., London Branch, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2014)
|
|
|
4.19
|
Third Supplemental Indenture, dated May 19, 2014, by and among Cabot Financial (Luxembourg) S.A., Cabot Financial Limited, Citibank, N.A., London Branch, as trustee, and the guarantors party thereto (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on May 20, 2014)
|
|
|
4.20
|
Second Supplemental Indenture, dated May 19, 2014, by and among Cabot Financial (Luxembourg) S.A., Cabot Financial Limited, Citibank, N.A., London Branch, as trustee, and the guarantors party thereto (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on May 20, 2014)
|
|
|
4.21
|
Third Supplemental Indenture, dated May 19, 2014, by and among Marlin Intermediate Holdings plc, Cabot Financial Limited, The Bank of New York Mellon, London Branch, as trustee, and the guarantors party thereto (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on May 20, 2014)
|
|
|
4.22
|
Fourth Supplemental Indenture, dated May 28, 2015, by and among Cabot Asset Purchases (Ireland) Limited, Cabot Financial (Ireland) Limited, Cabot Financial (Luxembourg) S.A., Cabot Credit Management Limited, Cabot Financial Limited and Citibank, N.A., London Branch, as trustee (filed herewith)
|
|
|
4.23
|
Third Supplemental Indenture, dated May 28, 2015, by and among Cabot Asset Purchases (Ireland) Limited, Cabot Financial (Ireland) Limited, Cabot Financial (Luxembourg) S.A., Cabot Credit Management Limited, Cabot Financial Limited and Citibank, N.A., London Branch, as trustee (filed herewith)
|
|
|
4.24
|
Fourth Supplemental Indenture, dated May 28, 2015, by and among Cabot Asset Purchases (Ireland) Limited, Cabot Financial (Ireland) Limited, Marlin Intermediate Holdings plc, Marlin Financial Group Limited, Marlin Financial Intermediate Limited, Marlin Financial Intermediate II Limited and The Bank of New York Mellon, London Branch, as trustee (filed herewith)
|
|
|
4.25
|
Supplemental Indenture, dated May 28, 2015, by and among Cabot Asset Purchases (Ireland) Limited, Cabot Financial (Ireland) Limited, Cabot Financial (Luxembourg) S.A., Cabot Credit Management Limited, Cabot Financial Limited and Citibank, N.A., London Branch, as trustee (filed herewith)
|
|
|
4.26
|
Fifth Supplemental Indenture, dated July 28, 2015, by and among Hillesden Securities Limited, Cabot Financial (Luxembourg) S.A., Cabot Credit Management Limited, Cabot Financial Limited and Citibank, N.A., London Branch, as trustee (filed herewith)
|
|
|
4.27
|
Fourth Supplemental Indenture, dated July 28, 2015, by and among Hillesden Securities Limited, Cabot Financial (Luxembourg) S.A., Cabot Credit Management Limited, Cabot Financial Limited and Citibank, N.A., London Branch, as trustee (filed herewith)
|
|
|
4.28
|
Fifth Supplemental Indenture, dated July 28, 2015, by and among Hillesden Securities Limited, Marlin Intermediate Holdings plc, Marlin Financial Group Limited, Marlin Financial Intermediate Limited, Marlin Financial Intermediate II Limited and The Bank of New York Mellon, London Branch, as trustee (filed herewith)
|
Number
|
Description
|
|
|
4.29
|
Second Supplemental Indenture, dated July 28, 2015, by and among Hillesden Securities Limited, Cabot Financial (Luxembourg) S.A., Cabot Credit Management Limited, Cabot Financial Limited and Citibank, N.A., London Branch, as trustee (filed herewith)
|
|
|
4.30
|
Indenture, dated November 11, 2015, between Cabot Financial (Luxembourg) II S.A., Cabot Credit Management Limited, Cabot Financial Limited, the subsidiary guarantors party thereto, J.P. Morgan Europe Limited, as security agent, Citibank, N.A., London Branch as trustee, principal paying agent and transfer agent and Citigroup Global Markets Deutschland AG, as registrar (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 13, 2015)
|
|
|
4.31
|
Sixth Supplemental Indenture, dated November 11, 2015, by and among Cabot Financial (Luxembourg) II S.A., Cabot Financial (Treasury) Ireland, Cabot Financial (Luxembourg) S.A., Cabot Credit Management Limited, Cabot Financial Limited and Citibank, N.A., London Branch, as trustee (filed herewith)
|
|
|
4.32
|
Fifth Supplemental Indenture, dated November 11, 2015, by and among Cabot Financial (Luxembourg) II S.A., Cabot Financial (Treasury) Ireland, Cabot Financial (Luxembourg) S.A., Cabot Credit Management Limited, Cabot Financial Limited and Citibank, N.A., London Branch, as trustee (filed herewith)
|
|
|
4.33
|
Sixth Supplemental Indenture, dated November 11, 2015, by and among Cabot Financial (Luxembourg) II S.A., Cabot Financial (Treasury) Ireland, Marlin Intermediate Holdings PLC, Marlin Financial Group Limited, Marlin Financial Intermediate Limited, Marlin Financial Intermediate II Limited, and The Bank of New York Mellon, London Branch, as trustee (filed herewith)
|
|
|
4.34
|
Third Supplemental Indenture, dated November 11, 2015, by and among Cabot Financial (Luxembourg) II S.A., Cabot Financial (Treasury) Ireland, Cabot Financial (Luxembourg) S.A., Cabot Credit Management Limited, Cabot Financial Limited and Citibank, N.A., London Branch, as trustee (filed herewith)
|
|
|
10.1+
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 4, 2006)
|
|
|
10.2+
|
Severance protection letter agreement, dated March 11, 2009, between Encore Capital Group, Inc. and Paul Grinberg (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 13, 2009)
|
|
|
10.3
|
Lease Deed, dated April 22, 2009, between Midland Credit Management India Private Limited and R.S. Technologies Private Limited, for real property located in Gurgaon, India (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on April 29, 2009)
|
|
|
10.4+
|
Encore Capital Group, Inc. 2005 Stock Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 15, 2009)
|
|
|
10.5+
|
Amended Form of Stock Option Agreement for awards under the Encore Capital Group, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on July 30, 2009)
|
|
|
10.6+
|
Amended Form of Restricted Stock Unit Grant Notice and Agreement under the Encore Capital Group, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on July 30, 2009)
|
|
|
10.7
|
Lease Deed, dated October 26, 2010, between Midland Credit Management India Private Limited and R.S. Technologies Private Limited, for real property located in Gurgaon, India (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K filed on February 14, 2011)
|
|
|
Number
|
Description
|
10.8
|
Lease Deed, dated March 4, 2011, between Midland Credit Management, Inc. and Teachers Insurance and Annuity Association of America for the Benefit of its Separate Real Estate Account for real property located in San Diego, California (the “San Diego Lease”) (incorporated by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K filed on February 9, 2012)
|
|
|
10.9
|
Lease Guaranty, dated March 4, 2011, by Encore Capital Group, Inc., in favor of Teachers Insurance and Annuity Association of America for the Benefit of its Separate Real Estate Account in connection with the San Diego Lease (incorporated by reference to Exhibit 10.50 to the Company’s Annual Report on Form 10-K filed on February 9, 2012)
|
|
|
10.10
|
Credit Facility Loan Agreement, dated May 8, 2012, by and among Texas Capital Bank, National Association, as administrative agent, certain banks and Propel Financial Services, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2012)
|
|
|
10.11
|
Guaranty Agreement, dated May 8, 2012, with respect to the Credit Facility Loan Agreement, dated May 8, 2012 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2012)
|
|
|
10.12+
|
Form of Restricted Stock Award Grant Notice and Agreement under the Encore Capital Group, Inc. 2005 Stock Incentive Plan (Non-Executive) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 1, 2012)
|
|
|
10.13+
|
Form of Restricted Stock Award Grant Notice and Agreement under the Encore Capital Group, Inc. 2005 Stock Incentive Plan (Executive) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 1, 2012)
|
|
|
10.14+
|
Form of Non-Incentive Stock Option Agreement under the Encore Capital Group, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 1, 2012)
|
|
|
10.15
|
Amended and Restated Credit Agreement, dated November 5, 2012, by and among Encore Capital Group, Inc., the several banks and other financial institutions and lenders from time to time party thereto and listed on the signature pages thereof, and SunTrust Bank, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on 8-K filed on November 7, 2012)
|
|
|
10.16
|
Second Amended and Restated Pledge and Security Agreement, dated November 5, 2012, by and among Encore Capital Group, Inc., certain of its subsidiaries and SunTrust Bank, as collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on 8-K filed on November 7, 2012)
|
|
|
10.17
|
Amended and Restated Guaranty, dated November 5, 2012, by and among certain subsidiaries of Encore Capital Group, Inc. and SunTrust Bank, as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on 8-K filed on November 7, 2012)
|
|
|
10.18
|
Amended and Restated Intercreditor Agreement, dated November 5, 2012, by and among Encore Capital Group, Inc., certain of its subsidiaries, SunTrust Bank, as administrative agent for the lenders, and the holders of the Company’s 7.75% Senior Secured Notes due 2017 and 7.375% Senior Secured Notes due 2018 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on 8-K filed on November 7, 2012)
|
|
|
10.19
|
Amendment No. 2 to Note Purchase Agreement, dated November 5, 2012, by and among Encore Capital Group, Inc., the holders of the Company’s 7.75% Senior Secured Notes due 2017 and 7.375% Senior Secured Notes due 2018, and SunTrust Bank, as collateral agent and administrative agent (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on 8-K filed on November 7, 2012)
|
|
|
10.20
|
Letter Agreement, dated November 20, 2012, between Deutsche Bank AG, London Branch and Encore Capital Group, Inc., regarding the Base Call Option Transaction (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on 8-K filed on December 3, 2012)
|
|
|
Number
|
Description
|
10.21
|
Letter Agreement, dated November 20, 2012, between RBC Capital Markets, LLC and Encore Capital Group, Inc., regarding the Base Call Option Transaction (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on 8-K filed on December 3, 2012)
|
|
|
10.22
|
Letter Agreement, dated November 20, 2012, between Société Générale and Encore Capital Group, Inc., regarding the Base Call Option Transaction (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on 8-K filed on December 3, 2012)
|
|
|
10.23
|
Letter Agreement, dated November 20, 2012, between Deutsche Bank AG, London Branch and Encore Capital Group, Inc., regarding the Base Warrant Transaction (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on 8-K filed on December 3, 2012)
|
|
|
10.24
|
Letter Agreement, dated November 20, 2012, between RBC Capital Markets, LLC and Encore Capital Group, Inc., regarding the Base Warrant Transaction (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on 8-K filed on December 3, 2012)
|
|
|
10.25
|
Letter Agreement, dated November 20, 2012, between Société Générale and Encore Capital Group, Inc., regarding the Base Warrant Transaction (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on 8-K filed on December 3, 2012)
|
|
|
10.26
|
Letter Agreement, dated December 6, 2012, between Deutsche Bank AG, London Branch and Encore Capital Group, Inc., regarding the Additional Call Option Transaction (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on 8-K filed on December 12, 2012)
|
|
|
10.27
|
Letter Agreement, dated December 6, 2012, between RBC Capital Markets, LLC and Encore Capital Group, Inc., regarding the Additional Call Option Transaction (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on 8-K filed on December 12, 2012)
|
|
|
10.28
|
Letter Agreement, dated December 6, 2012, between Société Générale and Encore Capital Group, Inc., regarding the Additional Call Option Transaction (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on 8-K filed on December 12, 2012)
|
|
|
10.29
|
Letter Agreement, dated December 6, 2012, between Deutsche Bank AG, London Branch and Encore Capital Group, Inc., regarding the Additional Warrant Transaction (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on 8-K filed on December 12, 2012)
|
|
|
10.30
|
Letter Agreement, dated December 6, 2012, between RBC Capital Markets, LLC and Encore Capital Group, Inc., regarding the Additional Warrant Transaction (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on 8-K filed on December 12, 2012)
|
|
|
10.31
|
Letter Agreement, dated December 6, 2012, between Société Générale and Encore Capital Group, Inc., regarding the Additional Warrant Transaction (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on 8-K filed on December 12, 2012)
|
|
|
10.32
|
Incremental Facility Agreement, dated December 6, 2012, among Encore Capital Group, Inc., Barclays Bank PLC, SunTrust Bank and each of the guarantors party thereto (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on 8-K filed on December 12, 2012)
|
|
|
10.33+
|
Amendment, dated January 9, 2013, to the Severance Protection Letter Agreement dated March 11, 2009 between Encore Capital Group, Inc. and Paul Grinberg (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 15, 2013)
|
|
|
10.34+
|
Letter Agreement, dated January 9, 2013, between Encore Capital Group, Inc. and Paul Grinberg (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 15, 2013)
|
|
|
10.35+
|
Employment offer letter, dated as of April 8, 2013, by and between Encore Capital Group, Inc. and Kenneth A. Vecchione (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 9, 2013)
|
|
|
Number
|
Description
|
10.36
|
Amendment No. 1 and Limited Waiver, dated May 9, 2013, to Amended and Restated Credit Agreement, dated as of November 5, 2012, by and among Encore Capital Group, Inc., the several banks and other financial institutions and lenders from time to time party thereto and SunTrust Bank, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013)
|
|
|
10.37
|
Second Amended and Restated Senior Secured Note Purchase Agreement, dated May 9, 2013, by and among Encore Capital Group, Inc., The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Retirement Insurance and Annuity Company and Prudential Annuities Life Assurance Corporation (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013)
|
|
|
10.38
|
Amendment No. 1, dated February 7, 2013, to the Credit Facility Loan Agreement, dated May 8, 2012, by and among Propel Financial Services, LLC, certain banks and Texas Capital Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013)
|
|
|
10.39+
|
Encore Capital Group, Inc. 2013 Incentive Compensation Plan (incorporated by reference to Appendix A of the Company’s definitive Proxy Statement on Schedule 14A filed on April 26, 2013)
|
|
|
10.40+
|
Form of Non-Incentive Stock Option Agreement under the Encore Capital Group, Inc. 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013)
|
|
|
10.41+
|
Form of Restricted Stock Award Grant Notice and Agreement (Executive) under the Encore Capital Group, Inc. 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013)
|
|
|
10.42+
|
Form of Restricted Stock Award Grant Notice and Agreement (Non-Executive) under the Encore Capital Group, Inc. 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013)
|
|
|
10.43+
|
Form of Restricted Stock Unit Grant Notice and Agreement (Executive) under the Encore Capital Group, Inc. 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013)
|
|
|
10.44+
|
Form of Performance Stock Grant Notice and Agreement under the Encore Capital Group, Inc. 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013)
|
|
|
10.45+
|
Form of Performance Stock Unit Grant Notice and Agreement under the Encore Capital Group, Inc. 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013)
|
|
|
10.46+
|
Form of Restricted Stock Unit Grant Notice and Agreement (Non-Employee Director) under the Encore Capital Group, Inc. 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013)
|
|
|
10.47
|
Incremental Facility Agreement, dated May 9, 2013, among Encore Capital Group, Inc., each of the banks and guarantors party thereto and SunTrust Bank, as administrative agent, issuing bank and swingline lender (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013)
|
|
|
10.48*
|
Tax Lien Loan and Security Agreement, dated May 15, 2013, by and among PFS Financial 1, LLC, PFS Finance Holdings, LLC, the Borrowers from time to time party thereto and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 20, 2013)
|
|
|
10.49
|
Guaranty and Security Agreement, dated May 15, 2013, by PFS Finance Holdings, LLC, in favor of Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013)
|
|
|
Number
|
Description
|
10.50
|
Limited Guarantee, dated May 15, 2013, by Encore Capital Group, Inc., in favor of Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013)
|
|
|
10.51
|
Securities Purchase Agreement, dated May 29, 2013, by and between Encore Capital Group, Inc. and JCF III Europe S.À R.L. (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013)
|
|
|
10.52
|
Amendment No. 2, dated May 29, 2013, to Amended and Restated Credit Agreement, dated November 5, 2012, by and among Encore Capital Group, Inc., the guarantors identified therein, the lenders party thereto and SunTrust Bank, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013)
|
|
|
10.53
|
Amendment No. 1, dated May 29, 2013, to Second Amended and Restated Senior Secured Note Purchase Agreement, dated May 9, 2013, by and between Encore Capital Group, Inc., The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Retirement Insurance and Annuity Company and Prudential Annuities Life Assurance Corporations (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013)
|
|
|
10.54
|
Letter Agreement, dated June 18, 2013, between Barclays Bank PLC and Encore Capital Group, Inc., regarding the Capped Call Transaction (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 24, 2013)
|
|
|
10.55
|
Letter Agreement, dated June 18, 2013, between Credit Suisse International and Encore Capital Group, Inc., regarding the Capped Call Transaction (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 24, 2013)
|
|
|
10.56
|
Letter Agreement, dated June 18, 2013, between Morgan Stanley & Co. International plc and Encore Capital Group, Inc., regarding the Capped Call Transaction (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 24, 2013)
|
|
|
10.57
|
Letter Agreement, dated June 18, 2013, between RBC Capital Markets, LLC and Encore Capital Group, Inc., regarding the Capped Call Transaction (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 24, 2013)
|
|
|
10.58
|
Amendment, dated July 1, 2013, to Securities Purchase Agreement, dated May 29, 2013, by and between Encore Capital Group, Inc. and JCF III Europe S.À R.L. (incorporated by reference to Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013)
|
|
|
10.59*
|
Investors Agreement, dated July 1, 2013, by and between Encore Europe Holdings S.À R.L., JCF III Europe S.À R.L. and the other parties thereto (incorporated by reference to Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q/A filed on December 20, 2013)
|
|
|
10.60
|
Letter Agreement, dated July 18, 2013, between Barclays Bank PLC and Encore Capital Group, Inc., regarding the Capped Call Transaction (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 23, 2013)
|
|
|
10.61
|
Letter Agreement, dated July 18, 2013, between Credit Suisse International and Encore Capital Group, Inc., regarding the Capped Call Transaction (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 23, 2013)
|
|
|
10.62
|
Letter Agreement, dated July 18, 2013, between Morgan Stanley & Co. International plc and Encore Capital Group, Inc., regarding the Capped Call Transaction (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 23, 2013)
|
|
|
10.63
|
Letter Agreement, dated July 18, 2013, between RBC Capital Markets, LLC and Encore Capital Group, Inc., regarding the Capped Call Transaction (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on July 23, 2013)
|
|
|
Number
|
Description
|
10.64
|
Amended and Restated Senior Facilities Agreement, dated June 28, 2013, by and among Cabot Financial (UK) Limited, the several guarantors, banks and other financial institutions and lenders from time to time party thereto and J.P. Morgan Europe Limited as Agent and Security Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2013)
|
|
|
10.65
|
Second Amendment to Securities Purchase Agreement, dated September 25, 2013, by and between Encore Europe Holdings S.À R.L. and JCF III Europe S.À R.L. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2013)
|
|
|
10.66
|
Amendment to Letter Agreement, dated December 16, 2013, between Deutsche Bank AG, London Branch and Encore Capital Group, Inc., regarding the Warrant Transactions (incorporated by reference to Exhibit 10.77 to the Company’s Annual Report on Form 10-K filed February 25, 2014)
|
|
|
10.67
|
Amendment to Letter Agreement, dated December 16, 2013, between RBC Capital Markets, LLC and Encore Capital Group, Inc., regarding the Warrant Transactions (incorporated by reference to Exhibit 10.78 to the Company’s Annual Report on Form 10-K filed February 25, 2014)
|
|
|
10.68
|
Amendment to Letter Agreement, dated December 16, 2013, between Société Générale and Encore Capital Group, Inc., regarding the Warrant Transactions (incorporated by reference to Exhibit 10.79 to the Company’s Annual Report on Form 10-K filed February 25, 2014)
|
|
|
10.69
|
Amendment No. 2, dated December 27, 2013, to the Credit Facility Loan Agreement, dated May 8, 2012, by and among Propel Financial Services, LLC, certain banks and Texas Capital Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 2, 2014)
|
|
|
10.70+
|
Summary description of director compensation (incorporated by reference to the Company’s Current Report on Form 8-K filed on February 24, 2014)
|
|
|
10.71
|
Share Sale and Purchase Agreement, dated February 7, 2014, by and among Cabot Financial Holdings Group Limited, certain funds managed by Duke Street and certain individuals, including certain executive management of Marlin Financial Group Limited (incorporated by reference to Exhibit 10.82 to the Company’s Annual Report on Form 10-K filed on February 25, 2014)
|
|
|
10.72
|
Senior Secured Bridge Facilities Agreement, dated February 8, 2014, by and among Cabot Financial Holdings Group Limited, J.P. Morgan Limited, Deutsche Bank, AG, London Branch, Lloyds Bank plc and UBS Limited as lead arrangers and J.P. Morgan Europe Limited as agent security agent (incorporated by reference to Exhibit 10.83 to the Company’s Annual Report on Form 10-K filed on February 25, 2014)
|
|
|
10.73+
|
First Amendment to Encore Capital Group, Inc. 2013 Incentive Compensation Plan, dated February 20, 2014 (incorporated by reference to Exhibit 10.84 to the Company’s Annual Report on Form 10-K filed on February 25, 2014)
|
|
|
10.74+
|
Letter Agreement, dated February 24, 2014, between Encore Capital Group, Inc. and Paul Grinberg (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 24, 2014)
|
|
|
10.75
|
Second Amended and Restated Credit Agreement, dated February 25, 2014, by and among Encore Capital Group, Inc., the several banks and other financial institutions and lenders from time to time party thereto and listed on the signature pages thereof, and SunTrust Bank, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.86 to the Company’s Annual Report on Form 10-K filed on February 25, 2014)
|
|
|
10.76
|
Amendment No. 2, dated February 25, 2014, to Second Amended and Restated Senior Secured Note Purchase Agreement, dated May 9, 2013, by and between Encore Capital Group, Inc., The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Retirement Insurance and Annuity Company and Prudential Annuities Life Assurance Corporations (incorporated by reference to Exhibit 10.87 to the Company’s Annual Report on Form 10-K filed on February 25, 2014)
|
|
|
Number
|
Description
|
10.77
|
Amendment No. 1, dated February 25, 2014, to Amended and Restated Guaranty, dated November 5, 2012, by and among certain subsidiaries of Encore Capital Group, Inc. and SunTrust Bank, as administrative agent (incorporated by reference to Exhibit 10.88 to the Company’s Annual Report on Form 10-K filed on February 25, 2014)
|
|
|
10.78
|
Letter Agreement, dated March 5, 2014, between Citibank, N.A. and Encore Capital Group, Inc., regarding the Base Capped Call Transaction (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 11, 2014)
|
|
|
10.79
|
Letter Agreement, dated March 5, 2014, between Credit Suisse International and Encore Capital Group, Inc., regarding the Base Capped Call Transaction (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 11, 2014)
|
|
|
10.80
|
Letter Agreement, dated March 5, 2014, between Morgan Stanley & Co. LLC and Encore Capital Group, Inc., regarding the Base Capped Call Transaction (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 11, 2014)
|
|
|
10.81
|
Letter Agreement, dated March 5, 2014, between Société Générale and Encore Capital Group, Inc., regarding the Base Capped Call Transaction (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 11, 2014)
|
|
|
10.82
|
Letter Agreement, dated March 6, 2014, between Citibank, N.A. and Encore Capital Group, Inc., regarding the Additional Capped Call Transaction (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on March 11, 2014)
|
|
|
10.83
|
Letter Agreement, dated March 6, 2014, between Credit Suisse International and Encore Capital Group, Inc., regarding the Additional Capped Call Transaction (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on March 11, 2014)
|
|
|
10.84
|
Letter Agreement, dated March 6, 2014, between Morgan Stanley & Co. LLC and Encore Capital Group, Inc., regarding the Additional Capped Call Transaction (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on March 11, 2014)
|
|
|
10.85
|
Letter Agreement, dated March 6, 2014, between Société Générale and Encore Capital Group, Inc., regarding the Additional Capped Call Transaction (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on March 11, 2014)
|
|
|
10.86+
|
Restricted Stock Award Grant Notice and Agreement, dated March 7, 2014, between Encore Capital Group, Inc. and Paul Grinberg (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2014)
|
|
|
10.87+
|
Restricted Stock Award Grant Notice and Agreement, dated April 15, 2013, between Encore Capital Group, Inc. and Kenneth A. Vecchione (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2014)
|
|
|
10.88+
|
Restricted Stock Award Grant Notice and Agreement, dated April 15, 2013, between Encore Capital Group, Inc. and Kenneth A. Vecchione (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2014)
|
|
|
10.89+
|
Performance Stock Grant Notice and Agreement, dated June 4, 2013, between Encore Capital Group, Inc. and Kenneth A. Vecchione (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2014)
|
|
|
10.90
|
Amendment No. 1 to Tax Lien Loan and Security Agreement, dated May 6, 2014, by and among PFS Financial 1, LLC, PFS Finance Holdings, LLC, the Borrowers from time to time party thereto and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2014)
|
|
|
Number
|
Description
|
10.91
|
Amendment No. 1 to Second Amended and Restated Credit Agreement, dated August 1, 2014, by and among Encore Capital Group, Inc., the several banks and other financial institutions and lenders from time to time party thereto and listed on the signature pages thereof, and SunTrust Bank, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2014)
|
|
|
10.92
|
Amendment No. 3, dated August 1, 2014, to Second Amended and Restated Senior Secured Note Purchase Agreement, dated May 9, 2013, by and between Encore Capital Group, Inc., The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Retirement Insurance and Annuity Company and Prudential Annuities Life Assurance Corporations (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2014)
|
|
|
10.93+
|
Form of Performance Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 6, 2014)
|
|
|
10.94+
|
Encore Capital Group, Inc. Executive Separation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 6, 2014)
|
|
|
10.95+
|
Employment offer letter dated October 9, 2014 by and between Encore Capital Group, Inc. and Jonathan Clark (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 26, 2015)
|
|
|
10.96
|
Amendment Agreement, dated February 5, 2015, for Cabot Financial (UK) Limited, as Parent, with J.P. Morgan Europe Limited, as Agent, relating to a Senior Facilities Agreement originally dated September 20, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 7, 2015)
|
|
|
10.97
|
Amendment No. 1 to Limited Guarantee, dated April 3, 2015, by Encore Capital Group, Inc., in favor of Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2015)
|
|
|
10.98*
|
Amendment No. 2 to Tax Lien Loan and Security Agreement, dated April 3, 2015, by and among PFS Financial 1, LLC, PFS Finance Holdings, LLC, the Borrowers from time to time party thereto and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2015)
|
|
|
10.99
|
Credit Facility Loan Agreement, dated May 8, 2015, by and among Texas Capital Bank, National Association, as administrative agent, certain banks and Propel Financial Services, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2015)
|
|
|
10.100
|
Amendment No. 2 to Second Amended and Restated Credit Agreement, dated July 9, 2015, by and among Encore Capital Group, Inc., the several banks and other financial institutions and lenders from time to time party thereto and listed on the signature pages thereof, and SunTrust Bank, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2015)
|
|
|
10.101
|
Amendment No. 4, dated July 9, 2015, to Second Amended and Restated Senior Secured Note Purchase Agreement, dated May 9, 2013, by and between Encore Capital Group, Inc., The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Retirement Insurance and Annuity Company and Prudential Annuities Life Assurance Corporations (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2015)
|
|
|
10.102
|
Amendment No. 3 to Tax Lien Loan and Security Agreement, dated October 26, 2015, by and among PFS Financial 1, LLC, PFS Financial 2, LLC, PFS Finance Holdings, LLC, the Borrowers from time to time party thereto and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 5, 2015)
|
|
|
Number
|
Description
|
10.103
|
Amended and Restated Senior Facilities Agreement, dated November 11, 2015, by and among Cabot Financial (UK) Limited, the several guarantors, banks and other financial institutions and lenders from time to time party thereto and J.P. Morgan Europe Limited as Agent and Security Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 13, 2015)
|
|
|
10.104
|
Incremental Facility Agreement, dated November 19, 2015, by and among Encore Capital Group, Inc., Credit Suisse AG, Northwest Bank, SunTrust Bank, and each of the guarantors, party thereto (filed herewith)
|
|
|
21
|
List of Subsidiaries (filed herewith)
|
|
|
23
|
Consent of Independent Registered Public Accounting Firm, BDO USA, LLP, dated February 24, 2016 (filed herewith)
|
|
|
31.1
|
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934 (filed herewith)
|
|
|
31.2
|
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934 (filed herewith)
|
|
|
32.1
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
|
|
|
101.INS
|
XBRL Instance Document (filed herewith)
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document (filed herewith)
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)
|
*
|
The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission.
|
+
|
Management contract or compensatory plan or arrangement.
|
|
ENCORE CAPITAL GROUP, INC.,
a Delaware corporation
|
|
|
|
|
|
By:
|
/s/ K
ENNETH
A. V
ECCHIONE
|
|
|
Kenneth A. Vecchione
|
|
|
President and Chief Executive Officer
|
Name and Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ K
ENNETH
A. V
ECCHIONE
|
|
President and Chief Executive
Officer and Director
(Principal Executive Officer)
|
|
February 24, 2016
|
Kenneth A. Vecchione
|
|
|
|
|
|
|
|
|
|
/s/ J
ONATHAN
C. C
LARK
|
|
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
|
|
February 24, 2016
|
Jonathan C. Clark
|
|
|
|
|
|
|
|
|
|
/s/ A
SHWINI
G
UPTA
|
|
Director
|
|
February 24, 2016
|
Ashwini Gupta
|
|
|
|
|
|
|
|
|
|
/s/ W
ENDY
H
ANNAM
|
|
Director
|
|
February 24, 2016
|
Wendy Hannam
|
|
|
|
|
|
|
|
|
|
/s/ W
ILLEM
M
ESDAG
|
|
Director
|
|
February 24, 2016
|
Willem Mesdag
|
|
|
|
|
|
|
|
|
|
/s/ M
ICHAEL
P. M
ONACO
|
|
Director
|
|
February 24, 2016
|
Michael P. Monaco
|
|
|
|
|
|
|
|
|
|
/s/
L
AURA
O
LLE
|
|
Director
|
|
February 24, 2016
|
Laura Olle
|
|
|
|
|
|
|
|
|
|
/s/ F
RANCIS
E. Q
UINLAN
|
|
Director
|
|
February 24, 2016
|
Francis E. Quinlan
|
|
|
|
|
|
|
|
|
|
/s/ N
ORMAN
R. S
ORENSEN
|
|
Director
|
|
February 24, 2016
|
Norman R. Sorensen
|
|
|
|
|
|
|
|
|
|
/s/ R
ICHARD
J. S
REDNICKI
|
|
Director
|
|
February 24, 2016
|
Richard J. Srednicki
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
Consolidated Statements of Financial Condition at December 31, 2015 and 2014
|
|
Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013
|
|
Consolidated Statements of Equity for the years ended December 31, 2015, 2014 and 2013
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
153,593
|
|
|
$
|
124,163
|
|
Investment in receivable portfolios, net
|
2,440,669
|
|
|
2,143,560
|
|
||
Receivables secured by property tax liens, net
|
306,380
|
|
|
259,432
|
|
||
Property and equipment, net
|
73,504
|
|
|
66,969
|
|
||
Deferred court costs, net
|
75,239
|
|
|
60,412
|
|
||
Other assets
|
245,620
|
|
|
197,666
|
|
||
Goodwill
|
924,847
|
|
|
897,933
|
|
||
Total assets
|
$
|
4,219,852
|
|
|
$
|
3,750,135
|
|
Liabilities and equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
294,243
|
|
|
$
|
231,967
|
|
Debt
|
3,216,572
|
|
|
2,773,554
|
|
||
Other liabilities
|
60,549
|
|
|
79,675
|
|
||
Total liabilities
|
3,571,364
|
|
|
3,085,196
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Redeemable noncontrolling interest
|
38,624
|
|
|
28,885
|
|
||
Redeemable equity component of convertible senior notes
|
6,126
|
|
|
9,073
|
|
||
Equity:
|
|
|
|
||||
Convertible preferred stock, $.01 par value, 5,000 shares authorized, no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, 50,000 shares authorized, 25,288 shares and 25,794 shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively
|
253
|
|
|
258
|
|
||
Additional paid-in capital
|
110,533
|
|
|
125,310
|
|
||
Accumulated earnings
|
543,489
|
|
|
498,354
|
|
||
Accumulated other comprehensive loss
|
(57,822
|
)
|
|
(922
|
)
|
||
Total Encore Capital Group, Inc. stockholders’ equity
|
596,453
|
|
|
623,000
|
|
||
Noncontrolling interest
|
7,285
|
|
|
3,981
|
|
||
Total equity
|
603,738
|
|
|
626,981
|
|
||
Total liabilities, redeemable equity and equity
|
$
|
4,219,852
|
|
|
$
|
3,750,135
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
57,420
|
|
|
$
|
44,996
|
|
Investment in receivable portfolios, net
|
1,197,513
|
|
|
993,462
|
|
||
Receivables secured by property tax liens, net
|
81,149
|
|
|
108,535
|
|
||
Property and equipment, net
|
19,767
|
|
|
15,957
|
|
||
Deferred court costs, net
|
33,296
|
|
|
17,317
|
|
||
Other assets
|
60,640
|
|
|
80,264
|
|
||
Goodwill
|
706,812
|
|
|
671,434
|
|
||
Liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
142,486
|
|
|
$
|
137,201
|
|
Debt
|
1,747,883
|
|
|
1,556,956
|
|
||
Other liabilities
|
839
|
|
|
8,724
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
||||||
Revenue from receivable portfolios, net
|
$
|
1,072,436
|
|
|
$
|
992,832
|
|
|
$
|
744,870
|
|
Other revenues
|
60,696
|
|
|
51,988
|
|
|
12,588
|
|
|||
Net interest income
|
28,440
|
|
|
27,969
|
|
|
15,906
|
|
|||
Total revenues
|
1,161,572
|
|
|
1,072,789
|
|
|
773,364
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
270,334
|
|
|
246,247
|
|
|
165,040
|
|
|||
Cost of legal collections
|
229,847
|
|
|
205,661
|
|
|
186,959
|
|
|||
Other operating expenses
|
98,182
|
|
|
93,859
|
|
|
66,649
|
|
|||
Collection agency commissions
|
37,858
|
|
|
33,343
|
|
|
33,097
|
|
|||
General and administrative expenses
|
196,827
|
|
|
146,286
|
|
|
109,713
|
|
|||
Depreciation and amortization
|
33,945
|
|
|
27,949
|
|
|
13,547
|
|
|||
Goodwill impairment
|
49,277
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
916,270
|
|
|
753,345
|
|
|
575,005
|
|
|||
Income from operations
|
245,302
|
|
|
319,444
|
|
|
198,359
|
|
|||
Other (expense) income
|
|
|
|
|
|
||||||
Interest expense
|
(186,556
|
)
|
|
(166,942
|
)
|
|
(73,269
|
)
|
|||
Other income (expense)
|
2,235
|
|
|
113
|
|
|
(4,222
|
)
|
|||
Total other expense
|
(184,321
|
)
|
|
(166,829
|
)
|
|
(77,491
|
)
|
|||
Income from continuing operations before income taxes
|
60,981
|
|
|
152,615
|
|
|
120,868
|
|
|||
Provision for income taxes
|
(13,597
|
)
|
|
(52,725
|
)
|
|
(45,388
|
)
|
|||
Income from continuing operations
|
47,384
|
|
|
99,890
|
|
|
75,480
|
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
(1,612
|
)
|
|
(1,740
|
)
|
|||
Net income
|
47,384
|
|
|
98,278
|
|
|
73,740
|
|
|||
Net (income) loss attributable to noncontrolling interest
|
(2,249
|
)
|
|
5,448
|
|
|
1,559
|
|
|||
Net income attributable to Encore Capital Group, Inc. stockholders
|
$
|
45,135
|
|
|
$
|
103,726
|
|
|
$
|
75,299
|
|
Amounts attributable to Encore Capital Group, Inc.:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
45,135
|
|
|
$
|
105,338
|
|
|
$
|
77,039
|
|
Loss income from discontinued operations, net of tax
|
—
|
|
|
(1,612
|
)
|
|
(1,740
|
)
|
|||
Net income
|
$
|
45,135
|
|
|
$
|
103,726
|
|
|
$
|
75,299
|
|
Earnings (loss) per share attributable to Encore Capital Group, Inc.:
|
|
|
|
|
|
||||||
Basic earnings (loss) per share from:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.75
|
|
|
$
|
4.07
|
|
|
$
|
3.12
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.07
|
)
|
Net basic earnings per share
|
$
|
1.75
|
|
|
$
|
4.01
|
|
|
$
|
3.05
|
|
Diluted earnings (loss) per share from:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.69
|
|
|
$
|
3.83
|
|
|
$
|
2.94
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.07
|
)
|
Net diluted earnings per share
|
$
|
1.69
|
|
|
$
|
3.77
|
|
|
$
|
2.87
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
25,722
|
|
|
25,853
|
|
|
24,659
|
|
|||
Diluted
|
26,647
|
|
|
27,495
|
|
|
26,204
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
47,384
|
|
|
$
|
98,278
|
|
|
$
|
73,740
|
|
Other comprehensive (loss) gain, net of tax:
|
|
|
|
|
|
||||||
Unrealized (loss) gain on derivative instruments
|
(1,678
|
)
|
|
2,340
|
|
|
(817
|
)
|
|||
Unrealized (loss) gain on foreign currency translation
|
(55,222
|
)
|
|
(8,457
|
)
|
|
7,786
|
|
|||
Other comprehensive (loss) gain, net of tax
|
(56,900
|
)
|
|
(6,117
|
)
|
|
6,969
|
|
|||
Comprehensive (loss) income
|
(9,516
|
)
|
|
92,161
|
|
|
80,709
|
|
|||
Comprehensive (gain) loss attributable to noncontrolling interest:
|
|
|
|
|
|
||||||
Net (income) loss
|
(2,249
|
)
|
|
5,448
|
|
|
1,559
|
|
|||
Unrealized loss (gain) on foreign currency translation
|
3,390
|
|
|
3,469
|
|
|
(1,398
|
)
|
|||
Comprehensive loss attributable to noncontrolling interests
|
1,141
|
|
|
8,917
|
|
|
161
|
|
|||
Comprehensive (loss) income attributable to Encore Capital Group, Inc. stockholders
|
$
|
(8,375
|
)
|
|
$
|
101,078
|
|
|
$
|
80,870
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Earnings
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||||
Shares
|
|
Par
|
|
|||||||||||||||||||||||
Balance at December 31, 2012
|
23,191
|
|
|
$
|
232
|
|
|
$
|
88,029
|
|
|
$
|
319,329
|
|
|
$
|
(1,774
|
)
|
|
$
|
—
|
|
|
$
|
405,816
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
75,299
|
|
|
—
|
|
|
(392
|
)
|
|
74,907
|
|
||||||
Other comprehensive gain, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,969
|
|
|
351
|
|
|
7,320
|
|
||||||
Initial noncontrolling interests related to business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,051
|
|
|
4,051
|
|
||||||
Change in fair value of redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
(1,167
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,167
|
)
|
||||||
Exercise of stock options and issuance of share-based awards, net of shares withheld for employee taxes
|
618
|
|
|
6
|
|
|
(4,973
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,967
|
)
|
||||||
Repurchase of common stock
|
(24
|
)
|
|
—
|
|
|
(729
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(729
|
)
|
||||||
Issuance of common stock
|
1,672
|
|
|
17
|
|
|
62,335
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62,352
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
12,649
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,649
|
|
||||||
Tax benefit related to stock-based compensation
|
—
|
|
|
—
|
|
|
5,420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,420
|
|
||||||
Issuance of convertible notes, net of hedge transactions
|
—
|
|
|
—
|
|
|
10,255
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,255
|
|
||||||
Balance at December 31, 2013
|
25,457
|
|
|
255
|
|
|
171,819
|
|
|
394,628
|
|
|
5,195
|
|
|
4,010
|
|
|
575,907
|
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
103,726
|
|
|
—
|
|
|
(935
|
)
|
|
102,791
|
|
||||||
Other comprehensive (loss) gain, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,117
|
)
|
|
14
|
|
|
(6,103
|
)
|
||||||
Initial noncontrolling interests related to business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
892
|
|
|
892
|
|
||||||
Change in fair value of redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
(5,730
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,730
|
)
|
||||||
Exercise of stock options and issuance of share-based awards, net of shares withheld for employee taxes
|
737
|
|
|
7
|
|
|
(15,496
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,489
|
)
|
||||||
Repurchase of common stock
|
(400
|
)
|
|
(4
|
)
|
|
(16,811
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,815
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
17,181
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,181
|
|
||||||
Tax benefit related to stock-based compensation
|
—
|
|
|
—
|
|
|
11,580
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,580
|
|
||||||
Issuance of convertible notes, net of hedge transactions
|
—
|
|
|
—
|
|
|
(28,160
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,160
|
)
|
||||||
Reclassification of redeemable equity component of convertible senior notes
|
—
|
|
|
—
|
|
|
(9,073
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,073
|
)
|
||||||
Balance at December 31, 2014
|
25,794
|
|
|
258
|
|
|
125,310
|
|
|
498,354
|
|
|
(922
|
)
|
|
3,981
|
|
|
626,981
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
45,135
|
|
|
—
|
|
|
878
|
|
|
46,013
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,900
|
)
|
|
—
|
|
|
(56,900
|
)
|
||||||
Initial noncontrolling interests related to business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,426
|
|
|
2,426
|
|
||||||
Change in fair value of redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
(2,349
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,349
|
)
|
||||||
Exercise of stock options and issuance of share-based awards, net of shares withheld for employee taxes
|
333
|
|
|
3
|
|
|
(5,321
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,318
|
)
|
||||||
Repurchase of common stock
|
(839
|
)
|
|
(8
|
)
|
|
(33,177
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,185
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
22,008
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,008
|
|
||||||
Tax benefit related to stock-based compensation
|
—
|
|
|
—
|
|
|
1,251
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,251
|
|
||||||
Reclassification of redeemable equity component of convertible senior notes
|
—
|
|
|
—
|
|
|
2,948
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,948
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
||||||
Balance at December 31, 2015
|
25,288
|
|
|
$
|
253
|
|
|
$
|
110,533
|
|
|
$
|
543,489
|
|
|
$
|
(57,822
|
)
|
|
$
|
7,285
|
|
|
$
|
603,738
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
47,384
|
|
|
$
|
98,278
|
|
|
$
|
73,740
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
33,945
|
|
|
27,949
|
|
|
13,547
|
|
|||
Goodwill impairment
|
49,277
|
|
|
—
|
|
|
—
|
|
|||
Non-cash interest expense
|
37,745
|
|
|
29,380
|
|
|
18,136
|
|
|||
Stock-based compensation expense
|
22,008
|
|
|
17,181
|
|
|
12,649
|
|
|||
Recognized loss on termination of derivative contract
|
—
|
|
|
—
|
|
|
3,630
|
|
|||
Deferred income taxes
|
(32,369
|
)
|
|
(48,078
|
)
|
|
(28,188
|
)
|
|||
Excess tax benefit from stock-based payment arrangements
|
(1,724
|
)
|
|
(11,928
|
)
|
|
(5,609
|
)
|
|||
Reversal of allowances on receivable portfolios, net
|
(6,763
|
)
|
|
(17,407
|
)
|
|
(12,193
|
)
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
||||||
Deferred court costs and other assets
|
(41,835
|
)
|
|
(15,532
|
)
|
|
(11,697
|
)
|
|||
Prepaid income tax and income taxes payable
|
(34,887
|
)
|
|
22,180
|
|
|
(468
|
)
|
|||
Accounts payable, accrued liabilities and other liabilities
|
41,644
|
|
|
9,521
|
|
|
11,228
|
|
|||
Net cash provided by operating activities
|
114,425
|
|
|
111,544
|
|
|
74,775
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Cash paid for acquisitions, net of cash acquired
|
(276,575
|
)
|
|
(495,838
|
)
|
|
(449,024
|
)
|
|||
Purchases of receivable portfolios, net of put-backs
|
(749,760
|
)
|
|
(862,997
|
)
|
|
(249,562
|
)
|
|||
Collections applied to investment in receivable portfolios, net
|
635,899
|
|
|
633,960
|
|
|
546,366
|
|
|||
Originations and purchases of receivables secured by tax liens
|
(219,722
|
)
|
|
(124,533
|
)
|
|
(116,960
|
)
|
|||
Collections applied to receivables secured by tax liens
|
164,052
|
|
|
122,638
|
|
|
70,573
|
|
|||
Purchases of property and equipment
|
(28,647
|
)
|
|
(23,238
|
)
|
|
(13,423
|
)
|
|||
Other, net
|
2,044
|
|
|
(5,189
|
)
|
|
(5,210
|
)
|
|||
Net cash used in investing activities
|
(472,709
|
)
|
|
(755,197
|
)
|
|
(217,240
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Payment of loan costs
|
(17,995
|
)
|
|
(20,101
|
)
|
|
(17,207
|
)
|
|||
Proceeds from credit facilities
|
1,073,941
|
|
|
1,343,417
|
|
|
659,940
|
|
|||
Repayment of credit facilities
|
(891,804
|
)
|
|
(1,184,244
|
)
|
|
(630,163
|
)
|
|||
Proceeds from senior secured notes
|
332,693
|
|
|
288,645
|
|
|
151,670
|
|
|||
Repayment of senior secured notes
|
(15,000
|
)
|
|
(15,000
|
)
|
|
(13,750
|
)
|
|||
Proceeds from issuance of convertible senior notes
|
—
|
|
|
161,000
|
|
|
172,500
|
|
|||
Proceeds from issuance of securitized notes
|
—
|
|
|
134,000
|
|
|
—
|
|
|||
Repayment of securitized notes
|
(44,251
|
)
|
|
(29,753
|
)
|
|
—
|
|
|||
Repayment of preferred equity certificates, net
|
—
|
|
|
(693
|
)
|
|
(39,743
|
)
|
|||
Purchases of convertible hedge instruments
|
—
|
|
|
(33,576
|
)
|
|
(32,008
|
)
|
|||
Repurchase of common stock
|
(33,185
|
)
|
|
(16,815
|
)
|
|
(729
|
)
|
|||
Taxes paid related to net share settlement of equity awards
|
(6,289
|
)
|
|
(20,324
|
)
|
|
(9,591
|
)
|
|||
Excess tax benefit from stock-based payment arrangements
|
1,724
|
|
|
11,928
|
|
|
5,609
|
|
|||
Other, net
|
2,011
|
|
|
7,839
|
|
|
(548
|
)
|
|||
Net cash provided by financing activities
|
401,845
|
|
|
626,323
|
|
|
245,980
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
43,561
|
|
|
(17,330
|
)
|
|
103,515
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(14,131
|
)
|
|
15,280
|
|
|
5,188
|
|
|||
Cash and cash equivalents, beginning of period
|
124,163
|
|
|
126,213
|
|
|
17,510
|
|
|||
Cash and cash equivalents, end of period
|
$
|
153,593
|
|
|
$
|
124,163
|
|
|
$
|
126,213
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
151,946
|
|
|
$
|
95,034
|
|
|
$
|
50,181
|
|
Cash paid for income taxes, net
|
84,101
|
|
|
69,948
|
|
|
66,759
|
|
|||
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Fixed assets acquired through capital lease
|
$
|
2,220
|
|
|
$
|
8,341
|
|
|
$
|
5,011
|
|
Fixed Asset Category
|
|
Estimated Useful Life
|
Leasehold improvements
|
|
Lesser of lease term, including periods covered
by renewal options, or useful life
|
Furniture, fixtures and equipment
|
|
5 to 10 years
|
Computer hardware and software
|
|
3 to 5 years
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Weighted average common shares outstanding—basic
|
25,722
|
|
|
25,853
|
|
|
24,659
|
|
Dilutive effect of stock-based awards
|
253
|
|
|
556
|
|
|
950
|
|
Dilutive effect of convertible senior notes
|
672
|
|
|
1,082
|
|
|
595
|
|
Dilutive effect of warrants
|
—
|
|
|
4
|
|
|
—
|
|
Weighted average common shares outstanding—diluted
|
26,647
|
|
|
27,495
|
|
|
26,204
|
|
Purchase price:
|
|
||
Cash paid at acquisition
|
$
|
268,391
|
|
Deferred consideration
|
6,306
|
|
|
Total purchase price
|
$
|
274,697
|
|
|
|
||
Allocation of purchase price:
|
|
||
Cash
|
$
|
30,518
|
|
Investment in receivable portfolios
|
215,988
|
|
|
Deferred court costs
|
760
|
|
|
Property and equipment
|
1,327
|
|
|
Other assets
|
2,384
|
|
|
Liabilities assumed
|
(46,435
|
)
|
|
Identifiable intangible assets
|
3,669
|
|
|
Goodwill
|
66,486
|
|
|
Total net assets acquired
|
$
|
274,697
|
|
Purchase price:
|
|
||
Cash paid at acquisition
|
$
|
196,104
|
|
Allocation of purchase price:
|
|
||
Cash
|
$
|
16,743
|
|
Investment in receivable portfolios
|
105,399
|
|
|
Deferred court costs
|
995
|
|
|
Property and equipment
|
1,331
|
|
|
Other assets
|
14,679
|
|
|
Liabilities assumed
|
(25,586
|
)
|
|
Identifiable intangible assets
|
2,595
|
|
|
Goodwill
|
79,948
|
|
|
Total net assets acquired
|
$
|
196,104
|
|
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
|
1,335
|
|
|
Other assets
|
18,091
|
|
|
Liabilities assumed
|
(299,699
|
)
|
|
Identifiable intangible assets
|
1,819
|
|
|
Goodwill
|
326,816
|
|
|
Total net assets acquired
|
$
|
274,068
|
|
•
|
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.
|
|
Fair Value Measurements as of
December 31, 2015 |
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange contracts
|
$
|
—
|
|
|
$
|
718
|
|
|
$
|
—
|
|
|
$
|
718
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange contracts
|
—
|
|
|
(601
|
)
|
|
—
|
|
|
(601
|
)
|
||||
Interest rate swap agreements
|
—
|
|
|
(352
|
)
|
|
—
|
|
|
(352
|
)
|
||||
Temporary Equity
|
|
|
|
|
|
|
|
||||||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
(38,624
|
)
|
|
(38,624
|
)
|
|
Fair Value Measurements as of
December 31, 2014 |
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange contracts
|
$
|
—
|
|
|
$
|
768
|
|
|
$
|
—
|
|
|
$
|
768
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange contracts
|
—
|
|
|
(1,037
|
)
|
|
—
|
|
|
(1,037
|
)
|
||||
Temporary Equity
|
|
|
|
|
|
|
|
||||||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
(28,885
|
)
|
|
(28,885
|
)
|
|
Amount
|
||
Balance at December 31, 2012
|
$
|
—
|
|
Initial redeemable noncontrolling interest related to business combinations
|
25,517
|
|
|
Net loss attributable to redeemable noncontrolling interests
|
(1,167
|
)
|
|
Adjustment of the redeemable noncontrolling interests to fair value
|
1,167
|
|
|
Effect of foreign currency translation attributable to redeemable noncontrolling interests
|
1,047
|
|
|
Balance at December 31, 2013
|
26,564
|
|
|
Initial redeemable noncontrolling interest related to business combinations
|
4,997
|
|
|
Net loss attributable to redeemable noncontrolling interests
|
(4,513
|
)
|
|
Adjustment of the redeemable noncontrolling interests to fair value
|
5,730
|
|
|
Effect of foreign currency translation attributable to redeemable noncontrolling interests
|
(3,893
|
)
|
|
Balance at December 31, 2014
|
28,885
|
|
|
Initial redeemable noncontrolling interest related to business combinations
|
9,409
|
|
|
Net income attributable to redeemable noncontrolling interests
|
1,371
|
|
|
Adjustment of the redeemable noncontrolling interests to fair value
|
2,349
|
|
|
Effect of foreign currency translation attributable to redeemable noncontrolling interests
|
(3,390
|
)
|
|
Balance at December 31, 2015
|
$
|
38,624
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
|||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
Other assets
|
|
$
|
718
|
|
|
Other assets
|
|
$
|
768
|
|
Foreign currency exchange contracts
|
Other liabilities
|
|
(601
|
)
|
|
Other liabilities
|
|
(1,037
|
)
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
Other liabilities
|
|
(352
|
)
|
|
Other liabilities
|
|
—
|
|
|
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
|
||||||||||||||||||
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
||||||||||||
Foreign currency exchange contracts
|
$
|
(248
|
)
|
|
$
|
2,281
|
|
|
Salaries and
employee benefits |
|
$
|
(472
|
)
|
|
$
|
(1,084
|
)
|
|
Other (expense)
income |
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
88
|
|
|
249
|
|
|
General and
administrative expenses |
|
(74
|
)
|
|
(195
|
)
|
|
Other (expense)
income |
|
—
|
|
|
—
|
|
|
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
|
(958,332
|
)
|
|
(34,500
|
)
|
|
(992,832
|
)
|
|||
Net additions on existing portfolios
|
340,152
|
|
|
92,427
|
|
|
432,579
|
|
|||
Additions for current purchases
|
1,332,121
|
|
|
—
|
|
|
1,332,121
|
|
|||
Effect of foreign currency translation
|
(112,091
|
)
|
|
—
|
|
|
(112,091
|
)
|
|||
Balance at December 31, 2014
|
2,993,321
|
|
|
66,392
|
|
|
3,059,713
|
|
|||
Revenue recognized, net
|
(964,225
|
)
|
|
(108,211
|
)
|
|
(1,072,436
|
)
|
|||
Net additions on existing portfolios
|
263,713
|
|
|
266,252
|
|
|
529,965
|
|
|||
Additions for current purchases
|
846,632
|
|
|
—
|
|
|
846,632
|
|
|||
Effect of foreign currency translation
|
(91,801
|
)
|
|
(1,402
|
)
|
|
(93,203
|
)
|
|||
Balance at December 31, 2015
|
$
|
3,047,640
|
|
|
$
|
223,031
|
|
|
$
|
3,270,671
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
Accrual Basis
Portfolios
|
|
Cost Recovery
Portfolios
|
|
Zero Basis
Portfolios
|
|
Total
|
||||||||
Balance, beginning of period
|
$
|
2,131,084
|
|
|
$
|
12,476
|
|
|
$
|
—
|
|
|
$
|
2,143,560
|
|
Purchases of receivable portfolios
|
1,023,722
|
|
|
—
|
|
|
—
|
|
|
1,023,722
|
|
||||
Gross collections
(1)
|
(1,587,525
|
)
|
|
(5,237
|
)
|
|
(107,963
|
)
|
|
(1,700,725
|
)
|
||||
Put-backs and Recalls
(2)
|
(13,009
|
)
|
|
(20
|
)
|
|
(268
|
)
|
|
(13,297
|
)
|
||||
Foreign currency adjustments
|
(82,443
|
)
|
|
(2,604
|
)
|
|
20
|
|
|
(85,027
|
)
|
||||
Revenue recognized
|
969,227
|
|
|
—
|
|
|
96,446
|
|
|
1,065,673
|
|
||||
Portfolio (allowance) reversals, net
|
(5,002
|
)
|
|
—
|
|
|
11,765
|
|
|
6,763
|
|
||||
Balance, end of period
|
$
|
2,436,054
|
|
|
$
|
4,615
|
|
|
$
|
—
|
|
|
$
|
2,440,669
|
|
Revenue as a percentage of collections
(3)
|
61.1
|
%
|
|
0.0
|
%
|
|
89.3
|
%
|
|
62.7
|
%
|
|
Year Ended December 31, 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
|
1,249,651
|
|
|
1,709
|
|
|
—
|
|
|
1,251,360
|
|
||||
Transfer of portfolios
|
(18,682
|
)
|
|
18,682
|
|
|
—
|
|
|
—
|
|
||||
Gross collections
(1)
|
(1,563,996
|
)
|
|
(9,010
|
)
|
|
(34,491
|
)
|
|
(1,607,497
|
)
|
||||
Put-backs and Recalls
(2)
|
(15,162
|
)
|
|
(536
|
)
|
|
(9
|
)
|
|
(15,707
|
)
|
||||
Foreign currency adjustments
|
(64,646
|
)
|
|
(3,031
|
)
|
|
—
|
|
|
(67,677
|
)
|
||||
Revenue recognized
|
953,154
|
|
|
—
|
|
|
22,271
|
|
|
975,425
|
|
||||
Portfolio allowance reversals, net
|
5,178
|
|
|
—
|
|
|
12,229
|
|
|
17,407
|
|
||||
Balance, end of period
|
$
|
2,131,084
|
|
|
$
|
12,476
|
|
|
$
|
—
|
|
|
$
|
2,143,560
|
|
Revenue as a percentage of collections
(3)
|
60.9
|
%
|
|
0.0
|
%
|
|
64.6
|
%
|
|
60.7
|
%
|
|
Year Ended December 31, 2013
|
||||||||||||||
|
Accrual Basis
Portfolios |
|
Cost Recovery
Portfolios |
|
Zero Basis
Portfolios |
|
Total
|
||||||||
Balance, beginning of period
|
$
|
873,119
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
873,119
|
|
Purchases of receivable portfolios
|
1,203,706
|
|
|
1,073
|
|
|
—
|
|
|
1,204,779
|
|
||||
Transfer of portfolios
|
(6,649
|
)
|
|
6,649
|
|
|
—
|
|
|
—
|
|
||||
Gross collections
(1)
|
(1,249,625
|
)
|
|
(2,764
|
)
|
|
(27,117
|
)
|
|
(1,279,506
|
)
|
||||
Put-backs and Recalls
(2)
|
(2,331
|
)
|
|
(296
|
)
|
|
(2
|
)
|
|
(2,629
|
)
|
||||
Foreign currency adjustments
|
49,634
|
|
|
—
|
|
|
—
|
|
|
49,634
|
|
||||
Revenue recognized
|
715,458
|
|
|
—
|
|
|
17,201
|
|
|
732,659
|
|
||||
Portfolio allowance reversals, net
|
2,275
|
|
|
—
|
|
|
9,918
|
|
|
12,193
|
|
||||
Balance, end of period
|
$
|
1,585,587
|
|
|
$
|
4,662
|
|
|
$
|
—
|
|
|
$
|
1,590,249
|
|
Revenue as a percentage of collections
(3)
|
57.3
|
%
|
|
0.0
|
%
|
|
63.4
|
%
|
|
57.3
|
%
|
(1)
|
Does not include amounts collected on behalf of others.
|
(2)
|
Put-backs represent accounts that are returned to the seller in accordance with the respective purchase agreement (“Put-Backs”). Recalls represent accounts that are recalled by the seller in accordance with the respective purchase agreement (“Recalls”).
|
(3)
|
Revenue as a percentage of collections excludes the effects of net portfolio allowances or net portfolio allowance reversals.
|
|
Valuation
Allowance
|
||
Balance at December 31, 2012
|
$
|
105,273
|
|
Provision for portfolio allowances
|
479
|
|
|
Reversal of prior allowances
|
(12,672
|
)
|
|
Balance at December 31, 2013
|
93,080
|
|
|
Provision for portfolio allowances
|
—
|
|
|
Reversal of prior allowances
|
(17,407
|
)
|
|
Balance at December 31, 2014
|
75,673
|
|
|
Provision for portfolio allowances
|
8,322
|
|
|
Reversal of prior allowances
|
(15,085
|
)
|
|
Allowance charged off to investment in receivable portfolios
|
(8,322
|
)
|
|
Balance at December 31, 2015
|
$
|
60,588
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Court costs advanced
|
$
|
636,922
|
|
|
$
|
546,271
|
|
Court costs recovered
|
(242,899
|
)
|
|
(206,287
|
)
|
||
Court costs reserve
|
(318,784
|
)
|
|
(279,572
|
)
|
||
|
$
|
75,239
|
|
|
$
|
60,412
|
|
|
December 31,
2015 |
|
December 31,
2014 |
|
December 31,
2013 |
||||||
Balance at beginning of period
|
$
|
(279,572
|
)
|
|
$
|
(210,889
|
)
|
|
$
|
(149,080
|
)
|
Provision for court costs
|
(82,593
|
)
|
|
(69,062
|
)
|
|
(61,809
|
)
|
|||
Net down of reserve after 60 months
|
42,745
|
|
|
—
|
|
|
—
|
|
|||
Effect of foreign currency translation
|
636
|
|
|
379
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
(318,784
|
)
|
|
$
|
(279,572
|
)
|
|
$
|
(210,889
|
)
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Furniture, fixtures and equipment
|
$
|
22,074
|
|
|
$
|
18,472
|
|
Computer equipment and software
|
127,454
|
|
|
101,721
|
|
||
Telecommunications equipment
|
4,029
|
|
|
3,956
|
|
||
Leasehold improvements
|
19,711
|
|
|
17,964
|
|
||
Other
|
1,694
|
|
|
2,178
|
|
||
|
174,962
|
|
|
144,291
|
|
||
Less: accumulated depreciation and amortization
|
(101,458
|
)
|
|
(77,322
|
)
|
||
|
$
|
73,504
|
|
|
$
|
66,969
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Debt issuance costs, net of amortization
|
$
|
45,033
|
|
|
$
|
38,504
|
|
Prepaid income taxes
|
28,159
|
|
|
—
|
|
||
Deferred tax assets
|
27,306
|
|
|
33,716
|
|
||
Prepaid expenses
|
22,002
|
|
|
21,427
|
|
||
Interest receivable
|
21,079
|
|
|
12,187
|
|
||
Identifiable intangible assets, net
|
18,129
|
|
|
21,564
|
|
||
Service fee receivables
|
13,708
|
|
|
7,864
|
|
||
Other financial receivables
|
11,275
|
|
|
7,467
|
|
||
Receivable from seller
|
8,605
|
|
|
7,357
|
|
||
Recoverable fees
|
5,350
|
|
|
2,905
|
|
||
Security deposits
|
2,809
|
|
|
3,617
|
|
||
Funds held in escrow
|
—
|
|
|
16,889
|
|
||
Other
|
42,165
|
|
|
24,169
|
|
||
|
$
|
245,620
|
|
|
$
|
197,666
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Encore revolving credit facility
|
$
|
627,000
|
|
|
$
|
505,000
|
|
Encore term loan facility
|
143,078
|
|
|
146,023
|
|
||
Encore senior secured notes
|
28,750
|
|
|
43,750
|
|
||
Encore convertible notes
|
448,500
|
|
|
448,500
|
|
||
Less: Debt discount
|
(41,867
|
)
|
|
(51,202
|
)
|
||
Propel facilities
|
170,858
|
|
|
84,229
|
|
||
Propel securitized notes
|
59,996
|
|
|
104,247
|
|
||
Cabot senior secured notes
|
1,360,000
|
|
|
1,076,952
|
|
||
Add: Debt premium
|
53,440
|
|
|
67,259
|
|
||
Less: Debt discount
|
(3,184
|
)
|
|
—
|
|
||
Cabot senior revolving credit facility
|
54,089
|
|
|
86,368
|
|
||
Preferred equity certificates
|
221,516
|
|
|
208,312
|
|
||
Capital lease obligations
|
11,054
|
|
|
15,331
|
|
||
Other
|
83,342
|
|
|
38,785
|
|
||
|
$
|
3,216,572
|
|
|
$
|
2,773,554
|
|
•
|
The Revolving Credit Facility of
$742.6 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 Restated Credit 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 or (iii) reserved adjusted LIBOR determined on a daily basis for a one month interest period, plus
1.0%
per annum;
|
•
|
A
$92.5 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
$6.9 million
in 2016,
$9.3 million
in 2017, and
$9.3 million
in 2018 with the remaining principal due at the end of the term;
|
•
|
A
$60.0 million
term loan maturing on
February 28, 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
$4.5 million
in 2016 with the remaining principal due at the end of the term;
|
•
|
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
$0.6 million
in 2016 and
$0.5 million
in 2017 with the remaining principal due at the end of the term;
|
•
|
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, currently
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;
|
•
|
a maximum cash flow leverage ratio permitted of
2.50
:1.00;
|
•
|
a maximum cash flow secured leverage ratio of
2.00
:1.00;
|
•
|
The allowance of additional unsecured or subordinated indebtedness not to exceed
$1.1 billion
;
|
•
|
Restrictions and covenants, which limit the payment of dividends and the incurrence of additional indebtedness and liens, among other limitations;
|
•
|
Repurchases of up to
$150.0 million
of Encore’s common stock after July 9, 2015, subject to compliance with certain covenants and available borrowing capacity;
|
•
|
A change of control definition, that excludes acquisitions of stock by Red Mountain Capital Partners LLC, JCF FPK I, LP and their respective affiliates of up to
50%
of the outstanding shares of Encore’s voting stock;
|
•
|
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;
|
•
|
A pre-approved acquisition limit of
$225.0 million
per fiscal year;
|
•
|
A basket to allow for investments not to exceed the greater of (1)
200%
of the consolidated net worth of the Company and its restricted subsidiaries; and (2) an unlimited amount such that after giving effect to the making of any investment, the cash flow leverage ratio is less than
1.25
:1:00;
|
•
|
Collateralization by all assets of the Company, other than the assets of certain Propel entities, certain foreign subsidiaries and all unrestricted subsidiaries as defined in the Restated Credit Agreement.
|
|
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
|
|
|||
Conversion rate (shares per $1,000 principal amount)
|
31.6832
|
|
|
21.8718
|
|
|
16.8386
|
|
|||
Conversion date
(1)
|
May 27, 2017
|
|
|
January 1, 2020
|
|
|
September 15, 2020
|
|
(1)
|
The 2017 Convertible Notes became convertible on January 2, 2014, as certain early conversion events were satisfied. Refer to “Conversion and Earnings Per Share impact” section below for further details.
|
|
2017 Convertible Notes
|
|
2020 Convertible Notes
|
|
2021 Convertible Notes
|
||||||
Debt component
|
$
|
100,298
|
|
|
$
|
140,247
|
|
|
$
|
143,645
|
|
Equity component
|
$
|
14,702
|
|
|
$
|
32,253
|
|
|
$
|
17,355
|
|
Equity issuance cost
|
$
|
788
|
|
|
$
|
1,106
|
|
|
$
|
581
|
|
Stated interest rate
|
3.000
|
%
|
|
3.000
|
%
|
|
2.875
|
%
|
|||
Effective interest rate
|
6.000
|
%
|
|
6.350
|
%
|
|
4.700
|
%
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Liability component—principal amount
|
$
|
448,500
|
|
|
$
|
448,500
|
|
Unamortized debt discount
|
(41,867
|
)
|
|
(51,202
|
)
|
||
Liability component—net carrying amount
|
$
|
406,633
|
|
|
$
|
397,298
|
|
Equity component
|
$
|
58,184
|
|
|
$
|
55,236
|
|
|
Year ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Interest expense—stated coupon rate
|
$
|
13,245
|
|
|
$
|
12,418
|
|
Interest expense—amortization of debt discount
|
9,335
|
|
|
8,423
|
|
||
Total interest expense—convertible notes
|
$
|
22,580
|
|
|
$
|
20,841
|
|
|
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
|
|
•
|
Interest at Propel’s option, at either: (1) LIBOR, plus a spread that ranges from
270
to
320
basis points, depending on Propel’s cash flow leverage ratio; or (2) the greatest of (a) the rate publicly announced from time to time by Texas Capital Bank, National Association, as its prime rate, (b) the sum of the federal funds rate for such day plus
50
basis points, or (c) one month LIBOR plus
100
basis points;
|
•
|
A borrowing base of
90%
of the face value of the tax lien assets;
|
•
|
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 lenders to terminate the Propel Facility I and declare all amounts outstanding to be immediately due and payable.
|
•
|
Propel 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
2.25%
;
|
•
|
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
2.25%
, 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 U.S. dollar-denominated loans made in the United States;
|
•
|
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 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.
|
|
Year ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Interest expense—stated coupon rate
|
$
|
98,988
|
|
|
$
|
97,028
|
|
Interest income—accretion of debt premium
|
(10,747
|
)
|
|
(10,233
|
)
|
||
Interest expense—amortization of debt discount
|
75
|
|
|
—
|
|
||
Total interest expense—Cabot senior secured notes
|
$
|
88,316
|
|
|
$
|
86,795
|
|
•
|
Interest at LIBOR (or EURIBOR for any loan drawn in euro) plus
3.5%
;
|
•
|
A restrictive covenant that limits the loan to value ratio to
0.75
;
|
•
|
A restrictive covenant that limits the super senior loan (i.e. the Cabot Credit Facility and any super priority hedging liabilities) to value ratio to
0.25
;
|
•
|
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.
|
2016
|
$
|
48,634
|
|
2017
|
122,478
|
|
|
2018
|
248,649
|
|
|
2019
|
1,190,075
|
|
|
2020
|
544,475
|
|
|
Thereafter
|
1,053,872
|
|
|
Total
|
$
|
3,208,183
|
|
|
Number of
Shares
|
|
Option Price
Per Share
|
|
Weighted Average
Exercise Price
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
Outstanding at December 31, 2014
|
170,815
|
|
|
$2.89 –$24.65
|
|
$
|
14.84
|
|
|
|
||
Exercised
|
(51,936
|
)
|
|
2.89 –24.65
|
|
18.71
|
|
|
|
|||
Outstanding at December 31, 2015
|
118,879
|
|
|
$2.89 –$24.65
|
|
$
|
16.23
|
|
|
$
|
1,528
|
|
Exercisable at December 31, 2015
|
118,879
|
|
|
$2.89 –$24.65
|
|
$
|
16.23
|
|
|
$
|
1,528
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Federal provision
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State (benefit) provision
(1)
|
(1.2
|
)%
|
|
8.2
|
%
|
|
5.8
|
%
|
Federal expense (benefit) of state
|
0.4
|
%
|
|
(2.9
|
)%
|
|
(2.0
|
)%
|
Changes in state apportionment
(2)
|
0.0
|
%
|
|
0.0
|
%
|
|
(0.2
|
)%
|
International benefit
(3)
|
(12.5
|
)%
|
|
(3.6
|
)%
|
|
(2.2
|
)%
|
Tax reserves
(4)
|
(3.3
|
)%
|
|
0.0
|
%
|
|
0.0
|
%
|
Permanent items
(5)
|
9.6
|
%
|
|
4.3
|
%
|
|
2.4
|
%
|
Release of valuation allowance
|
(9.1
|
)%
|
|
0.0
|
%
|
|
0.0
|
%
|
Other
(6)
|
3.4
|
%
|
|
(6.4
|
)%
|
|
(1.2
|
)%
|
Effective rate
|
22.3
|
%
|
|
34.6
|
%
|
|
37.6
|
%
|
(1)
|
Change from 2014 to 2015 relates primarily to a beneficial settlement with a state tax authority.
|
(2)
|
Represents changes in state apportionment methodologies.
|
(3)
|
Relates primarily to the lower tax rate on the income attributable to international operations.
|
(4)
|
Represents release of reserves taken for a certain tax position.
|
(5)
|
Represents a provision for nondeductible items, including the CFPB settlement.
|
(6)
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
42,459
|
|
|
$
|
71,002
|
|
|
$
|
50,304
|
|
State
|
567
|
|
|
7,741
|
|
|
7,196
|
|
|||
Foreign
|
7,124
|
|
|
3,752
|
|
|
4,052
|
|
|||
|
50,150
|
|
|
82,495
|
|
|
61,552
|
|
|||
Deferred (benefit) expense:
|
|
|
|
|
|
||||||
Federal
|
(35,353
|
)
|
|
(33,398
|
)
|
|
(13,134
|
)
|
|||
State
|
(1,409
|
)
|
|
2,710
|
|
|
(2,369
|
)
|
|||
Foreign
|
209
|
|
|
918
|
|
|
(661
|
)
|
|||
|
(36,553
|
)
|
|
(29,770
|
)
|
|
(16,164
|
)
|
|||
|
$
|
13,597
|
|
|
$
|
52,725
|
|
|
$
|
45,388
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Deferred tax assets:
|
|
|
|
||||
Stock-based compensation expense
|
$
|
1,301
|
|
|
$
|
7,143
|
|
Accrued expenses
|
7,899
|
|
|
6,701
|
|
||
Differences in income recognition related to receivable portfolios
|
33,652
|
|
|
31,799
|
|
||
State and international operating losses
|
15,234
|
|
|
12,917
|
|
||
Difference in basis of depreciable assets
|
3,069
|
|
|
2,077
|
|
||
Capitalized legal fees—international
|
4,143
|
|
|
4,365
|
|
||
Cumulative translation adjustment
|
958
|
|
|
4,036
|
|
||
Tax benefit of uncertain tax positions
|
1,349
|
|
|
1,247
|
|
||
Difference in basis of bond and loan costs
|
9,480
|
|
|
10,455
|
|
||
Difference in basis of intangible assets
|
18,089
|
|
|
—
|
|
||
Other
|
2,372
|
|
|
376
|
|
||
Valuation allowance
|
(4,517
|
)
|
|
(10,047
|
)
|
||
|
93,029
|
|
|
71,069
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
State taxes
|
(690
|
)
|
|
(1,643
|
)
|
||
Deferred court costs
|
(25,277
|
)
|
|
(19,550
|
)
|
||
Difference in basis of amortizable assets
|
(14,988
|
)
|
|
(10,682
|
)
|
||
Difference in basis of depreciable assets
|
(9,163
|
)
|
|
(7,868
|
)
|
||
Differences in income recognition related to receivable portfolios
|
(17,432
|
)
|
|
(16,308
|
)
|
||
Deferred debt cancellation income
|
(1,957
|
)
|
|
(2,602
|
)
|
||
Other
|
(46
|
)
|
|
(3,533
|
)
|
||
|
(69,553
|
)
|
|
(62,186
|
)
|
||
Net deferred tax asset
|
$
|
23,476
|
|
|
$
|
8,883
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Computed “expected” Federal income tax expense
|
$
|
21,343
|
|
|
$
|
53,415
|
|
|
$
|
42,304
|
|
(Decrease) increase in income taxes resulting from:
|
|
|
|
|
|
||||||
State income taxes, net
|
(460
|
)
|
|
8,118
|
|
|
3,138
|
|
|||
Foreign non-taxed income, rate differential
|
(7,609
|
)
|
|
(5,453
|
)
|
|
(2,647
|
)
|
|||
Other adjustments, net
|
323
|
|
|
(3,355
|
)
|
|
2,593
|
|
|||
|
$
|
13,597
|
|
|
$
|
52,725
|
|
|
$
|
45,388
|
|
|
Amount
|
||
Balance at December 31, 2012
|
$
|
1,784
|
|
Decreases related to prior year tax positions
|
(712
|
)
|
|
Increases related to current and prior year tax positions
|
70,201
|
|
|
Balance at December 31, 2013
|
71,273
|
|
|
Increases related to prior year tax positions
|
33,027
|
|
|
Increases related to current year tax positions
|
1,329
|
|
|
Decreases related to settlements with taxing authorities
|
(67,204
|
)
|
|
Balance at December 31, 2014
|
38,425
|
|
|
Increases related to prior year tax positions
|
5,835
|
|
|
Increases related to current year tax positions
|
11,882
|
|
|
Decreases related to prior year tax positions
|
(8,193
|
)
|
|
Balance at December 31, 2015
|
$
|
47,949
|
|
|
Capital
Leases
|
|
Operating
Leases
|
|
Total
|
||||||
2016
|
$
|
6,650
|
|
|
$
|
17,542
|
|
|
$
|
24,192
|
|
2017
|
3,124
|
|
|
16,008
|
|
|
19,132
|
|
|||
2018
|
1,173
|
|
|
12,259
|
|
|
13,432
|
|
|||
2019
|
431
|
|
|
8,294
|
|
|
8,725
|
|
|||
2020
|
251
|
|
|
6,279
|
|
|
6,530
|
|
|||
Thereafter
|
—
|
|
|
15,431
|
|
|
15,431
|
|
|||
Total minimal leases payments
|
11,629
|
|
|
$
|
75,813
|
|
|
$
|
87,442
|
|
|
Less: Interest
|
(575
|
)
|
|
|
|
|
|||||
Present value of minimal lease payments
|
$
|
11,054
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Portfolio purchasing and recovery
|
$
|
1,129,967
|
|
|
$
|
1,043,429
|
|
|
$
|
756,277
|
|
Tax lien business
|
31,605
|
|
|
29,360
|
|
|
17,087
|
|
|||
|
$
|
1,161,572
|
|
|
$
|
1,072,789
|
|
|
$
|
773,364
|
|
Operating income (loss):
|
|
|
|
|
|
||||||
Portfolio purchasing and recovery
|
$
|
337,422
|
|
|
$
|
352,754
|
|
|
$
|
219,510
|
|
Tax lien business
|
(36,167
|
)
|
|
11,820
|
|
|
5,045
|
|
|||
|
301,255
|
|
|
364,574
|
|
|
224,555
|
|
|||
Depreciation and amortization
|
(33,945
|
)
|
|
(27,949
|
)
|
|
(13,547
|
)
|
|||
Stock-based compensation
|
(22,008
|
)
|
|
(17,181
|
)
|
|
(12,649
|
)
|
|||
Other expense
|
(184,321
|
)
|
|
(166,829
|
)
|
|
(77,491
|
)
|
|||
Income from continuing operations before income taxes
|
$
|
60,981
|
|
|
$
|
152,615
|
|
|
$
|
120,868
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
(1)
:
|
|
|
|
|
|
||||||
United States
|
$
|
741,010
|
|
|
$
|
752,607
|
|
|
$
|
673,302
|
|
Europe
|
376,055
|
|
|
295,173
|
|
|
95,491
|
|
|||
Other geographies
|
44,507
|
|
|
25,009
|
|
|
4,571
|
|
|||
|
$
|
1,161,572
|
|
|
$
|
1,072,789
|
|
|
$
|
773,364
|
|
(1)
|
Revenues are attributed to countries based on location of customer.
|
|
Portfolio
Purchasing and
Recovery
|
|
Tax Lien
Business
|
|
Total
|
||||||
Balance, December 31, 2014
|
$
|
848,656
|
|
|
$
|
49,277
|
|
|
$
|
897,933
|
|
Goodwill acquired
|
114,730
|
|
|
—
|
|
|
114,730
|
|
|||
Goodwill impairment
|
—
|
|
|
(49,277
|
)
|
|
(49,277
|
)
|
|||
Goodwill adjustment
(1)
|
2,410
|
|
|
—
|
|
|
2,410
|
|
|||
Effect of foreign currency translation
|
(40,949
|
)
|
|
—
|
|
|
(40,949
|
)
|
|||
Balance, December 31, 2015
|
$
|
924,847
|
|
|
$
|
—
|
|
|
$
|
924,847
|
|
(1)
|
Represents purchase accounting adjustments.
|
|
As of December 31, 2015
|
|
As of December 31, 2014
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Customer relationships
|
$
|
5,716
|
|
|
$
|
(1,263
|
)
|
|
$
|
4,453
|
|
|
$
|
5,437
|
|
|
$
|
(743
|
)
|
|
$
|
4,694
|
|
Developed technologies
|
8,141
|
|
|
(3,793
|
)
|
|
4,348
|
|
|
8,353
|
|
|
(2,194
|
)
|
|
6,159
|
|
||||||
Trade name and other
|
11,304
|
|
|
(3,938
|
)
|
|
7,366
|
|
|
10,458
|
|
|
(1,709
|
)
|
|
8,749
|
|
||||||
Other intangibles—indefinite lived
|
1,962
|
|
|
—
|
|
|
1,962
|
|
|
1,962
|
|
|
—
|
|
|
1,962
|
|
||||||
Total intangible assets
|
$
|
27,123
|
|
|
$
|
(8,994
|
)
|
|
$
|
18,129
|
|
|
$
|
26,210
|
|
|
$
|
(4,646
|
)
|
|
$
|
21,564
|
|
2016
|
$
|
4,323
|
|
2017
|
3,943
|
|
|
2018
|
2,341
|
|
|
2019
|
1,186
|
|
|
2020
|
1,109
|
|
|
Thereafter
|
3,265
|
|
|
Total
|
$
|
16,167
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Gross collections
|
$
|
425,071
|
|
|
$
|
437,324
|
|
|
$
|
421,753
|
|
|
$
|
416,577
|
|
Revenues
|
285,663
|
|
|
290,356
|
|
|
287,796
|
|
|
297,757
|
|
||||
Total operating expenses
|
199,627
|
|
|
203,352
|
|
|
253,307
|
|
|
259,984
|
|
||||
Net income (loss)
|
29,967
|
|
|
25,185
|
|
|
(9,364
|
)
|
|
1,596
|
|
||||
Net income (loss) attributable to Encore Capital Group, Inc. stockholders
|
29,425
|
|
|
27,657
|
|
|
(10,959
|
)
|
|
(988
|
)
|
||||
Earnings (loss) per share attributable to Encore Capital Group, Inc.:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.13
|
|
|
$
|
1.07
|
|
|
$
|
(0.43
|
)
|
|
$
|
(0.04
|
)
|
Diluted
|
1.08
|
|
|
1.03
|
|
|
(0.43
|
)
|
|
(0.04
|
)
|
||||
2014
|
|
|
|
|
|
|
|
||||||||
Gross collections
|
$
|
396,674
|
|
|
$
|
409,280
|
|
|
$
|
407,220
|
|
|
$
|
394,323
|
|
Revenues
|
253,741
|
|
|
269,195
|
|
|
273,282
|
|
|
276,571
|
|
||||
Total operating expenses
|
185,472
|
|
|
190,689
|
|
|
188,960
|
|
|
188,224
|
|
||||
Income from continuing operations
|
18,830
|
|
|
21,353
|
|
|
30,138
|
|
|
29,569
|
|
||||
Net income
|
18,830
|
|
|
21,353
|
|
|
30,138
|
|
|
27,957
|
|
||||
Amounts attributable to Encore Capital Group, Inc.:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
23,180
|
|
|
23,561
|
|
|
30,335
|
|
|
28,262
|
|
||||
Net income
|
23,180
|
|
|
23,561
|
|
|
30,335
|
|
|
26,650
|
|
||||
Earnings per share attributable to Encore Capital Group, Inc.:
|
|
|
|
|
|
|
|
||||||||
From continuing operations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.90
|
|
|
$
|
0.91
|
|
|
$
|
1.17
|
|
|
$
|
1.09
|
|
Diluted
|
0.82
|
|
|
0.86
|
|
|
1.11
|
|
|
1.04
|
|
||||
From net income:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.90
|
|
|
$
|
0.91
|
|
|
$
|
1.17
|
|
|
$
|
1.03
|
|
Diluted
|
0.82
|
|
|
0.86
|
|
|
1.11
|
|
|
0.98
|
|
|
|
|
|
|
36HK-227958
|
|
1
|
|
|
|
36HK-227958
|
SMRH:224615386.2
|
2
|
|
|
|
36HK-227958
|
SMRH:224615386.2
|
3
|
|
|
|
36HK-227958
|
SMRH:224615386.2
|
4
|
|
|
|
36HK-227958
|
SMRH:224615386.2
|
5
|
|
|
|
36HK-227958
|
SMRH:224615386.2
|
6
|
|
|
|
36HK-227958
|
SMRH:224615386.2
|
7
|
|
|
|
36HK-227958
|
Term
|
Section Reference
|
Acquired Company / Acquired Companies
|
Recitals
|
Agreement
|
Preamble
|
Annual Financial Statements
|
3.7(a)
|
Business
|
Recitals
|
Purchaser Knowledge Party
|
10.5(e)
|
Claim Certificate
|
10.6(a)
|
Closing
|
2.6(a)
|
Closing Date
|
2.6(a)
|
Company Employee
|
8.3(a)
|
Company Employee Benefit Plans
|
3.14(a)
|
Confidential Information
|
8.2(a)
|
Current Financial Statements
|
3.7(a)
|
Databases
|
3.12(c)
|
Disclosure Schedule
|
ARTICLE 3
|
Effective Time
|
2.6(a)
|
Estimated Closing Purchase Price
|
2.3(b)
|
Estimated Purchase Price
|
2.4(a)
|
Estimated Statement
|
2.4(a)
|
Financial Statements
|
3.7(a)
|
Indemnified Party
|
10.4(a)
|
Indemnifying Party
|
10.4(a)
|
Independent Accounting Firm
|
2.4(d)(i)
|
Latest Balance Sheet
|
3.7(a)
|
Latest Balance Sheet Date
|
3.7(a)
|
Leased Real Property
|
1.11.1(a)
|
OCCC Transfer
|
6.5
|
Owned Personal Property
|
3.10(c)
|
Party / Parties
|
Preamble
|
SMRH:224615386.2
|
8
|
|
|
|
36HK-227958
|
Personally Identifiable Information
|
3.12(c)
|
Post-Closing Tax Period
|
11.1(a)
|
Pre-Closing Taxes
|
11.1(a)
|
Pre-Closing Tax Period
|
11.1(a)
|
Propel
|
Recitals
|
Purchase Price
|
2.2
|
Purchase Transaction
|
Recitals
|
Purchased Securities
|
Recitals
|
Real Property Leases
|
3.9(b)(ii)
|
Reconciled Purchase Price
|
2.4(b)
|
Reconciliation Statement
|
2.4(b)
|
Restricted Person
|
8.4(b)
|
Securities Act
|
5.7
|
Securitization
|
Recitals
|
Seller
|
Preamble
|
Seller Indemnitees
|
10.3
|
Statement
|
11.1(a)
|
Straddle Period
|
11.1(a)
|
Specified Indebtedness
|
2.3(a)
|
Threshold Amount
|
10.5(a)(i)
|
Transition Services Agreement
|
Recitals
|
SMRH:224615386.2
|
9
|
|
|
|
36HK-227958
|
(a)
|
the Tax Lien Redemptive Value;
|
plus (b)
|
any increase in the Tax Lien Redemptive Value from January 31, 2016 until the Effective Time multiplied by the Tax Lien Multiple;
|
plus (c)
|
the PPTS Book Value multiplied by the PPTS Multiple;
|
plus (d)
|
the REO Property Value;
|
plus (e)
|
the Commercial Loan Value;
|
plus (f)
|
the Adjusted Asset Book Value;
|
minus (g)
|
the Adjusted Liability Book Value;
|
minus (h)
|
the Seller Intercompany Debt.
|
SMRH:224615386.2
|
10
|
|
|
|
36HK-227958
|
SMRH:224615386.2
|
11
|
|
|
|
36HK-227958
|
SMRH:224615386.2
|
12
|
|
|
|
36HK-227958
|
SMRH:224615386.2
|
13
|
|
|
|
36HK-227958
|
SMRH:224615386.2
|
14
|
|
|
|
36HK-227958
|
SMRH:224615386.2
|
15
|
|
|
|
36HK-227958
|
SMRH:224615386.2
|
16
|
|
|
|
36HK-227958
|
SMRH:224615386.2
|
17
|
|
|
|
36HK-227958
|
SMRH:224615386.2
|
18
|
|
|
|
36HK-227958
|
SMRH:224615386.2
|
19
|
|
|
|
36HK-227958
|
SMRH:224615386.2
|
20
|
|
|
|
36HK-227958
|
SMRH:224615386.2
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21
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36HK-227958
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SMRH:224615386.2
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22
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36HK-227958
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SMRH:224615386.2
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23
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36HK-227958
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SMRH:224615386.2
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24
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36HK-227958
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SMRH:224615386.2
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25
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36HK-227958
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36HK-227958
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36HK-227958
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36HK-227958
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36HK-227958
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36HK-227958
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47
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36HK-227958
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48
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36HK-227958
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49
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50
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60
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36HK-227958
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|
[Signature Page to Securities Purchase Agreement]
|
|
|
|
|
|
[Signature Page to Securities Purchase Agreement]
|
|
|
|
|
Name of Assignee
|
Name of Assignor
|
Purchased Securities (Subsidiary Securities)
|
List of Subsidiary(ies)
|
TL Funding Partners LP
|
Encore Capital Group Inc.
|
100% of the limited liability company membership interests of Propel Acquisition, LLC, a Delaware limited liability company
|
|
TL Funding Partners LP - Series OP
|
Propel Acquisition LLC
|
100% of the limited liability company membership interests of Propel Financial Services, LLC, a Texas limited liability company
|
• Desert Tree Capital, LLC, a Delaware limited liability company
• Fireside Funding, LLC, a Delaware limited liability company
• Green Meadow Financial, LLC, a Delaware limited liability company
• Bayfront Investment, LLC, a Delaware limited liability company
• Snowcap Financial, LLC, a Delaware limited liability company
|
TL Funding Partners LP - Series OP
|
Propel Acquisition LLC
|
100% of the limited liability company membership interests of Propel Funding REL, LLC, a Delaware limited liability company
|
None
|
TL Funding Partners LP - Series REO
|
Propel Financial Services, LLC
|
100% of the limited liability company membership interests of RioProp Holdings, LLC, a Texas limited liability company
|
None
|
TL Funding Partners LP - Series TL
|
Propel Acquisition LLC
|
100% of the limited liability company membership interests of Propel Funding Holdings 1, LLC, a Delaware limited liability company
|
Propel Financial 1, LLC, a Delaware limited liability company
|
Item
|
Description
|
Schedule A
|
Subsidiaries
|
Schedule 1.1
|
Certain Indebtedness
|
Schedule 2.3(a)(i)
|
Specified Indebtedness
|
Schedule 2.3(a)(ii)
|
Seller Intercompany Indebtedness
|
Schedule 2.6(b)(iii)
|
Consents
|
Schedule 2.6(b)(xv)
|
Resignations
|
Schedule 6.1(e)
|
Actions Under Benefit Plans
|
Schedule 8.4(b)
|
Exceptions to Restricted Persons
|
Schedule 10.5(e)
|
Purchaser Knowledge Parties
|
Exhibit A
|
Estimated Statement
|
Exhibit B
|
Assignment of Limited Liability Company Interests
|
Exhibit C-1
|
Form of Seller Acknowledgement and Release Agreement
|
Exhibit C-2
|
Form of Acquired Company Acknowledgement and Release Agreement
|
Exhibit D
|
[reserved]
|
Exhibit E-1
|
Interim Operating Agreement 1
|
Exhibit E-2
|
Interim Operating Agreement 2
|
Exhibit E-3
|
Interim Operating Agreement 3
|
Exhibit F
|
Severance
|
EMEA 4825317
|
|
|
EMEA 4825317
|
|
|
EMEA 4825317
|
|
|
EMEA 4825317
|
|
|
Given under the common seal of
CABOT ASSET PURCHASES (IRELAND) LIMITED
And this deed was delivered
In the presence of
|
|
/s/ Eoin Hamdam
Name: Eoin Hamdam
Title: Witness
|
/s/ Sean Webb
Name: Sean Webb
Title: Director
/s/ David Downing
Name: David Downing
Title: Secretary
|
EMEA 4825317
|
|
|
Given under the common seal of
CABOT FINANCIAL (IRELAND) LIMITED
And this deed was delivered
In the presence of
|
|
/s/ Eoin Hamdam
Name: Eoin Hamdam
Title: Witness
|
/s/ Sean Webb
Name: Sean Webb
Title: Director
/s/ David Downing
Name: David Downing
Title: Secretary
|
EMEA 4825317
|
|
|
CABOT FINANCIAL (LUXEMBOURG) S.A.,
|
|
by
|
/s/ Duncan Smith
|
|
Name: Duncan Smith
|
|
Title: Director
|
EMEA 4825317
|
|
|
CABOT CREDIT MANAGEMENT LIMITED,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 4825317
|
|
|
CABOT FINANCIAL LIMITED,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 4825317
|
|
|
SIGNED for and on behalf of
CITIBANK, N.A., LONDON BRANCH, as Trustee, |
|
by
|
/s/ John Kane
|
|
Name: John Kane
|
|
Title: Vice President
|
|
|
|
EMEA 99827905
|
|
|
EMEA 99827905
|
2
|
|
EMEA 99827905
|
3
|
|
Given under the common seal of
CABOT ASSET PURCHASES (IRELAND) LIMITED
And this deed was delivered
In the presence of
|
|
/s/ Eoin Hamdam
Name: Eoin Hamdam
Title: Witness
|
/s/ Sean Webb
Name: Sean Webb
Title: Director
/s/ David Downing
Name: David Downing
Title: Secretary
|
EMEA 99827905
|
|
|
Given under the common seal of
CABOT FINANCIAL (IRELAND) LIMITED
And this deed was delivered
In the presence of
|
|
/s/ Eoin Hamdam
Name: Eoin Hamdam
Title: Witness
|
/s/ Sean Webb
Name: Sean Webb
Title: Director
/s/ David Downing
Name: David Downing
Title: Secretary
|
EMEA 99827905
|
|
|
CABOT FINANCIAL (LUXEMBOURG) S.A.,
|
|
by
|
/s/ Duncan Smith
|
|
Name: Duncan Smith
|
|
Title: Director
|
EMEA 99827905
|
|
|
CABOT CREDIT MANAGEMENT LIMITED,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 99827905
|
|
|
CABOT FINANCIAL LIMITED,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 99827905
|
|
|
SIGNED for and on behalf of
CITIBANK, N.A., LONDON BRANCH, as Trustee, |
|
by
|
/s/ John Kane
|
|
Name: John Kane
|
|
Title: Vice President
|
EMEA 99827905
|
|
|
EMEA 4827662
|
|
|
EMEA 4827662
|
2
|
|
EMEA 4827662
|
3
|
|
EMEA 4827662
|
4
|
|
Given under the common seal of
CABOT ASSET PURCHASES (IRELAND) LIMITED
And this deed was delivered
In the presence of
|
|
/s/ Eoin Hamdam
Name: Eoin Hamdam
Title: Witness
|
/s/ Sean Webb
Name: Sean Webb
Title: Director
/s/ David Downing
Name: David Downing
Title: Secretary
|
EMEA 4827662
|
|
|
Given under the common seal of
CABOT FINANCIAL (IRELAND) LIMITED
And this deed was delivered
In the presence of
|
|
/s/ Eoin Hamdam
Name: Eoin Hamdam
Title: Witness
|
/s/ Sean Webb
Name: Sean Webb
Title: Director
/s/ David Downing
Name: David Downing
Title: Secretary
|
EMEA 4827662
|
|
|
MARLIN INTERMEDIATE HOLDINGS PLC,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 4827662
|
|
|
MARLIN FINANCIAL GROUP LIMITED,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 4827662
|
|
|
MARLIN FINANCIAL INTERMEDIATE LIMITED,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 4827662
|
|
|
MARLIN FINANCIAL INTERMEDIATE II LIMITED,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 4827662
|
|
|
THE BANK OF NEW YORK MELLON, LONDON BRANCH,
as Trustee, |
|
by
|
/s/ Paul Cattermole
|
|
Name: Paul Cattermole
|
|
Title: Vice President
|
EMEA 4827662
|
|
|
CABOT FINANCIAL LIMITED
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 4827662
|
|
|
EMEA 99827891
|
|
|
EMEA 99827891
|
2
|
|
EMEA 99827891
|
3
|
|
Given under the common seal of
CABOT ASSET PURCHASES (IRELAND) LIMITED
And this deed was delivered
In the presence of
|
|
/s/ Eoin Hamdam
Name: Eoin Hamdam
Title: Witness
|
/s/ Sean Webb
Name: Sean Webb
Title: Director
/s/ David Downing
Name: David Downing
Title: Secretary
|
EMEA 99827891
|
|
|
Given under the common seal of
CABOT FINANCIAL (IRELAND) LIMITED
And this deed was delivered
In the presence of
|
|
/s/ Eoin Hamdam
Name: Eoin Hamdam
Title: Witness
|
/s/ Sean Webb
Name: Sean Webb
Title: Director
/s/ David Downing
Name: David Downing
Title: Secretary
|
EMEA 99827891
|
|
|
CABOT FINANCIAL (LUXEMBOURG) S.A.,
|
|
by
|
/s/ Duncan Smith
|
|
Name: Duncan Smith
|
|
Title: Director
|
EMEA 99827891
|
|
|
CABOT CREDIT MANAGEMENT LIMITED,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 99827891
|
|
|
CABOT FINANCIAL LIMITED,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 99827891
|
|
|
SIGNED for and on behalf of
CITIBANK, N.A., LONDON BRANCH, as Trustee, |
|
by
|
/s/ John Kane
|
|
Name: John Kane
|
|
Title: Vice President
|
EMEA 99827891
|
|
|
EMEA 100334784
|
|
|
EMEA 100334784
|
|
|
EMEA 100334784
|
|
|
HILLESDEN SECURITIES LIMITED
by
|
|
|
/s/ Christopher Ross-Roberts
Name: Christopher Ross-Roberts
Title: Director
|
EMEA 100334784
|
|
|
CABOT FINANCIAL (LUXEMBOURG) S.A.,
|
|
by
|
/s/ Duncan Smith
|
|
Name: Duncan Smith
|
|
Title: Director
|
EMEA 100334784
|
|
|
CABOT CREDIT MANAGEMENT LIMITED,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 100334784
|
|
|
CABOT FINANCIAL LIMITED,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 100334784
|
|
|
SIGNED for and on behalf of
CITIBANK, N.A., LONDON BRANCH, as Trustee, |
|
by
|
/s/ Jillian Hamblin
|
|
Name: Jillian Hamblin
|
|
Title: Vice President
|
EMEA 100334784
|
|
|
EMEA 100335094
|
|
|
EMEA 100335094
|
2
|
|
EMEA 100335094
|
3
|
|
HILLESDEN SECURITIES LIMITED
by
|
|
|
/s/ Christopher Ross-Roberts
Name: Christopher Ross-Roberts
Title: Director
|
EMEA 100335094
|
|
|
CABOT FINANCIAL (LUXEMBOURG) S.A.,
|
|
by
|
/s/ Duncan Smith
|
|
Name: Duncan Smith
|
|
Title: Director
|
EMEA 100335094
|
|
|
CABOT CREDIT MANAGEMENT LIMITED,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 100335094
|
|
|
CABOT FINANCIAL LIMITED,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 100335094
|
|
|
SIGNED for and on behalf of
CITIBANK, N.A., LONDON BRANCH, as Trustee, |
|
by
|
/s/ Jillian Hamblin
|
|
Name: Jillian Hamblin
|
|
Title: Vice President
|
EMEA 100335094
|
|
|
EMEA 100335295
|
|
|
EMEA 100335295
|
2
|
|
EMEA 100335295
|
3
|
|
HILLESDEN SECURITIES LIMITED,
by
|
|
|
/s/ Christopher Ross-Roberts
Name: Christopher Ross-Roberts
Title: Director
|
EMEA 100335295
|
|
|
MARLIN INTERMEDIATE HOLDINGS PLC,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 100335295
|
|
|
MARLIN FINANCIAL GROUP LIMITED,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 100335295
|
|
|
MARLIN FINANCIAL INTERMEDIATE LIMITED,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 100335295
|
|
|
MARLIN FINANCIAL INTERMEDIATE II LIMITED,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 100335295
|
|
|
THE BANK OF NEW YORK MELLON, LONDON BRANCH,
as Trustee, |
|
by
|
/s/ Trevor Blewer
|
|
Name: Trevor Blewer
|
|
Title: Vice President
|
EMEA 100335295
|
|
|
CABOT FINANCIAL LIMITED
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 100335295
|
|
|
EMEA 100335206
|
|
|
EMEA 100335206
|
2
|
|
EMEA 100335206
|
3
|
|
HILLESDEN SECURITIES LIMITED
by
|
|
|
/s/ Christopher Ross-Roberts
Name: Christopher Ross-Roberts
Title: Director
|
EMEA 100335206
|
|
|
CABOT FINANCIAL (LUXEMBOURG) S.A.,
|
|
by
|
/s/ Duncan Smith
|
|
Name: Duncan Smith
|
|
Title: Director
|
EMEA 100335206
|
|
|
CABOT CREDIT MANAGEMENT LIMITED,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 100335206
|
|
|
CABOT FINANCIAL LIMITED,
|
|
by
|
/s/ Christopher Ross-Roberts
|
|
Name: Christopher Ross-Roberts
|
|
Title: Director
|
EMEA 100335206
|
|
|
SIGNED for and on behalf of
CITIBANK, N.A., LONDON BRANCH, as Trustee, |
|
by
|
/s/ Jillian Hamblin
|
|
Name: Jillian Hamblin
|
|
Title: Vice President
|
EMEA 100335206
|
|
|
EMEA 101333378
|
|
|
EMEA 101333378
|
|
|
(i)
|
95% of such Luxembourg Guarantor's
capitaux propres
(as referred to in article 34 of the Luxembourg law dated 19 December 2002 on the commercial register and annual accounts) determined as at the date on which a demand is made under the Guarantee, increased by the amount of any Intra-Group Liabilities (without double counting); and
|
(ii)
|
95% of such Luxembourg Guarantor's
capitaux propres
(as referred to in article 34 of the Luxembourg law dated 19 December 2002 on the commercial register and annual accounts) determined as at the date of this Supplemental Indenture, increased by the amount of any Intra-Group Liabilities (without double counting).
|
EMEA 101333378
|
|
|
EMEA 101333378
|
|
|
CABOT FINANCIAL (LUXEMBOURG) II S.A.,
|
|
by
|
|
|
/S/ Duncan Smith
|
|
Name: Duncan Smith
|
|
Title: Director and authorized signatory
|
EMEA 101333378
|
|
|
Given under the common seal of
BRAMLEYSIDE LIMITED
(in the process of changing its name to
CABOT FINANCIAL (TREASURY) IRELAND)
And this deed was delivered
In the presence of
|
|
|
_____
/S/ Sean Webb
_________
Name: Sean Webb
Title: Director
____ /S/ Orla Hughes
___________ __
Name: Olga Hughes
Title: Director/Secretary
|
EMEA 101333378
|
|
|
CABOT FINANCIAL (LUXEMBOURG) S.A.,
|
|
by
|
|
|
/S/ Duncan Smith
|
|
Name: Duncan Smith
|
|
Title: Director and authorized signatory
|
EMEA 101333378
|
|
|
CABOT CREDIT MANAGEMENT LIMITED,
|
|
by
|
|
|
/
S
/
Chris Ross- Roberts
|
|
Name: Chris Ross- Roberts
|
|
Title: Group CFO
|
EMEA 101333378
|
|
|
CABOT FINANCIAL LIMITED,
|
|
by
|
|
|
/
S
/
Chris Ross- Roberts
|
|
Name: Chris Ross- Roberts
|
|
Title: Group CFO
|
EMEA 101333378
|
|
|
SIGNED for and on behalf of
CITIBANK, N.A., LONDON BRANCH, as Trustee, |
|
by
|
|
|
/
S
/
Jillian Hamblin
|
|
Name: Jillian Hamblin
|
|
Title: Vice President
|
EMEA 101333378
|
|
|
EMEA 101334679
|
|
|
EMEA 101334679
|
2
|
|
(i)
|
95% of such Luxembourg Guarantor's
capitaux propres
(as referred to in article 34 of the Luxembourg law dated 19 December 2002 on the commercial register and annual accounts) determined as at the date on which a demand is made under the Guarantee, increased by the amount of any Intra-Group Liabilities (without double counting); and
|
(ii)
|
95% of such Luxembourg Guarantor's
capitaux propres
(as referred to in article 34 of the Luxembourg law dated 19 December 2002 on the commercial register and annual accounts) determined as at the date of this Supplemental Indenture, increased by the amount of any Intra-Group Liabilities (without double counting).
|
EMEA 101334679
|
3
|
|
EMEA 101334679
|
4
|
|
CABOT FINANCIAL (LUXEMBOURG) II S.A.
,
|
|
by
|
|
|
/
S
/
Duncan Smith
|
|
Name: Duncan Smith
|
|
Title: Director and authorized signatory
|
EMEA 101334679
|
|
|
Given under the common seal of
BRAMLEYSIDE LIMITED
(in the process of changing its name to
CABOT FINANCIAL (TREASURY) IRELAND)
And this deed was delivered
In the presence of
|
|
|
_____
/S/ Sean Webb
_________
Name: Sean Webb
Title: Director
____ /S/ Orla Hughes
___________ __
Name: Olga Hughes
Title: Director/Secretary
|
|
|
|
|
EMEA 101334679
|
|
|
CABOT FINANCIAL (LUXEMBOURG) S.A.,
|
|
by
|
|
|
/
S
/
Duncan Smith
|
|
Name: Duncan Smith
|
|
Title: Director and authorized signatory
|
EMEA 101334679
|
|
|
CABOT CREDIT MANAGEMENT LIMITED,
|
|
by
|
|
|
/
S
/
Chris Ross- Roberts
|
|
Name: Chris Ross- Roberts
|
|
Title: Group CFO
|
EMEA 101334679
|
|
|
CABOT FINANCIAL LIMITED,
|
|
by
|
|
|
/
S
/
Chris Ross- Roberts
|
|
Name: Chris Ross- Roberts
|
|
Title: Group CFO
|
EMEA 101334679
|
|
|
SIGNED for and on behalf of
CITIBANK, N.A., LONDON BRANCH, as Trustee, |
|
by
|
|
|
/
S
/
Jillian Hamblin
|
|
Name: Jillian Hamblin
|
|
Title: Vice President
|
EMEA 101334679
|
|
|
EMEA 101335247
|
|
|
EMEA 101335247
|
2
|
|
(i)
|
95% of such Luxembourg Guarantor's
capitaux propres
(as referred to in article 34 of the Luxembourg law dated 19 December 2002 on the commercial register and annual accounts) determined as at the date on which a demand is made under the Guarantee, increased by the amount of any Intra-Group Liabilities (without double counting); and
|
(ii)
|
95% of such Luxembourg Guarantor's
capitaux propres
(as referred to in article 34 of the Luxembourg law dated 19 December 2002 on the commercial register and annual accounts) determined as at the date of this Supplemental Indenture, increased by the amount of any Intra-Group Liabilities (without double counting).
|
EMEA 101335247
|
3
|
|
EMEA 101335247
|
4
|
|
CABOT FINANCIAL (LUXEMBOURG) II S.A.
,
|
|
by
/S/ Duncan Smith
|
|
|
Name: Duncan Smith
|
|
Title: Director and authorized signatory
|
EMEA 101335247
|
|
|
Given under the common seal of
BRAMLEYSIDE LIMITED
(in the process of changing its name to
CABOT FINANCIAL (TREASURY) IRELAND)
And this deed was delivered
In the presence of
|
|
|
_____
/S/ Sean Webb
_________
Name: Sean Webb
Title: Director
____ /S/ Orla Hughes
___________ __
Name: Olga Hughes
Title: Director/Secretary
|
|
|
|
|
EMEA 101335247
|
|
|
MARLIN INTERMEDIATE HOLDINGS PLC,
|
|
by
|
|
|
/
S
/
Chris Ross- Roberts
|
|
Name: Chris Ross- Roberts
|
|
Title: Group CFO
|
EMEA 101335247
|
|
|
MARLIN FINANCIAL GROUP LIMITED,
|
|
by
|
|
|
/
S
/
Chris Ross- Roberts
|
|
Name: Chris Ross- Roberts
|
|
Title: Group CFO
|
EMEA 101335247
|
|
|
MARLIN FINANCIAL INTERMEDIATE LIMITED,
|
|
by
|
|
|
/
S
/
Chris Ross- Roberts
|
|
Name: Chris Ross- Roberts
|
|
Title: Group CFO
|
EMEA 101335247
|
|
|
MARLIN FINANCIAL INTERMEDIATE II LIMITED,
|
|
by
|
|
|
/
S
/
Chris Ross- Roberts
|
|
Name: Chris Ross- Roberts
|
|
Title: Group CFO
|
EMEA 101335247
|
|
|
THE BANK OF NEW YORK MELLON, LONDON BRANCH,
as Trustee, |
|
by
|
|
|
|
|
Name:
|
|
Title:
|
EMEA 101335247
|
|
|
CABOT FINANCIAL LIMITED
|
|
by
|
|
|
/
S
/
Chris Ross- Roberts
|
|
Name: Chris Ross- Roberts
|
|
Title: Group CFO
|
EMEA 101335247
|
|
|
EMEA 101335382
|
|
|
EMEA 101335382
|
|
|
(i)
|
95% of such Luxembourg Guarantor's
capitaux propres
(as referred to in article 34 of the Luxembourg law dated 19 December 2002 on the commercial register and annual accounts) determined as at the date on which a demand is made under the Guarantee, increased by the amount of any Intra-Group Liabilities (without double counting); and
|
(ii)
|
95% of such Luxembourg Guarantor's
capitaux propres
(as referred to in article 34 of the Luxembourg law dated 19 December 2002 on the commercial register and annual accounts) determined as at the date of this Supplemental Indenture, increased by the amount of any Intra-Group Liabilities (without double counting).
|
EMEA 101335382
|
|
|
EMEA 101335382
|
|
|
CABOT FINANCIAL (LUXEMBOURG) II S.A.
,
|
|
by
|
|
|
/
S
/
Duncan Smith
|
|
Name: Duncan Smith
|
|
Title: Director and authorized signatory
|
EMEA 101335382
|
|
|
Given under the common seal of
BRAMLEYSIDE LIMITED
(in the process of changing its name to
CABOT FINANCIAL (TREASURY) IRELAND)
And this deed was delivered
In the presence of
|
|
|
_____
/S/ Sean Webb
________
Name: Sean Webb
Title: Director
____ /S/ Orla Hughes
___________ _
Name: Olga Hughes
Title: Director/Secretary
|
|
|
|
|
EMEA 101335382
|
|
|
CABOT FINANCIAL (LUXEMBOURG) S.A.,
|
|
by
|
|
|
/
S
/
Duncan Smith
|
|
Name: Duncan Smith
|
|
Title: Director and authorized signatory
|
EMEA 101335382
|
|
|
CABOT CREDIT MANAGEMENT LIMITED,
|
|
by
|
|
|
/
S
/
Chris Ross- Roberts
|
|
Name: Chris Ross- Roberts
|
|
Title: Group CFO
|
EMEA 101335382
|
|
|
CABOT FINANCIAL LIMITED,
|
|
by
|
|
|
/
S
/
Chris Ross- Roberts
|
|
Name: Chris Ross- Roberts
|
|
Title: Group CFO
|
EMEA 101335382
|
|
|
SIGNED for and on behalf of
CITIBANK, N.A., LONDON BRANCH, as Trustee, |
|
by
|
|
|
/
S
/
Jillian Hamblin
|
|
Name: Jillian Hamblin
|
|
Title: Vice President
|
EMEA 101335382
|
|
|
CREDIT SUISSE AG
11 Madison Avenue New York, NY 10010 |
NORTHWEST BANK
925 4 th Avenue, Suite 100 Seattle, WA 98104 |
Lender
|
Revolving Commitment Amount
|
Term Loan A Commitment Amount
|
||||
SunTrust Bank
|
$
|
83,278,619.73
|
|
$
|
16,552,380.95
|
|
Bank of America, N.A.
|
73,435,714.00
|
|
17,028,571.43
|
|
||
Fifth Third Bank
|
51,070,190.48
|
|
9,523,809.52
|
|
||
ING Capital LLC
|
66,071,428.58
|
|
9,523,809.52
|
|
||
Morgan Stanley Bank, N.A.
|
40,625,000.00
|
|
10,000,000.00
|
|
||
California Bank &Trust
|
32,380,952.00
|
|
7,619,047.62
|
|
||
Citibank, N.A.
|
43,749,999.98
|
|
6,666,666.67
|
|
||
Bank Leumi USA
|
10,767,857.14
|
|
4,514,285.71
|
|
||
Israel Discount Bank of New York
|
16,190,476.19
|
|
3,809,523.81
|
|
||
First Bank
|
16,041,666.67
|
|
3,333,333.33
|
|
||
Amalgamated Bank
|
15,892,857.14
|
|
2,857,142.86
|
|
||
Union Bank
|
22,321,428.59
|
|
2,857,142.86
|
|
||
Cathay Bank, California Banking Corporation
|
13,164,285.70
|
|
1,904,761.90
|
|
||
Chang Hwa Commercial Bank, Ltd., New York
Branch |
19,345,238.10
|
|
1,904,761.90
|
|
||
Manufacturers Bank
|
8,214,285.70
|
|
1,904,761.90
|
|
||
Barclays Bank
|
20,000,000.00
|
|
0.00
|
|
||
RBS Citizens
|
35,000,000.00
|
|
0.00
|
|
||
Flagstar Bank
|
25,000,000.00
|
|
0.00
|
|
||
PrivateBank and Trust
|
25,000,000.00
|
|
0.00
|
|
||
Western Alliance Bank
|
25,000,000.00
|
|
0.00
|
|
||
Raymond James Bank
|
20,000,000.00
|
|
0.00
|
|
||
UBS AG, Stamford Branch
|
20,000,000.00
|
|
0.00
|
|
||
CTBC Bank
|
10,000,000.00
|
|
0.00
|
|
||
Credit Suisse AG
|
50,000,000.00
|
|
0.00
|
|
||
|
|
|
||||
Total
|
|
$742,550,000.00
|
|
|
$100,000,000
|
|
Lender
|
Revolving Commitment Amount
|
Term Loan A-2 Commitment Amount
|
||||
SunTrust Bank
|
$
|
83,278,619.73
|
|
$
|
15,040,427.92
|
|
Bank of America, N.A.
|
73,435,714.00
|
|
15,964,286.00
|
|
||
Fifth Third Bank
|
51,070,190.48
|
|
8,929,809.52
|
|
||
ING Capital LLC
|
66,071,428.58
|
|
8,928,571.42
|
|
||
Morgan Stanley Bank, N.A.
|
40,625,000.00
|
|
9,375,000.00
|
|
||
California Bank &Trust
|
32,380,952.00
|
|
7,619,048.00
|
|
||
Citibank, N.A.
|
43,749,999.98
|
|
6,250,000.02
|
|
||
Bank Leumi USA
|
10,767,857.14
|
|
4,232,142.86
|
|
||
First Bank
|
16,041,666.67
|
|
3,124,999.98
|
|
||
Union Bank
|
22,321,428.59
|
|
2,678,571.41
|
|
||
Cathay Bank, California Banking Corporation
|
13,164,285.70
|
|
1,785,714.30
|
|
||
Chang Hwa Commercial Bank, Ltd., New York Branch
|
19,345,238.10
|
|
1,785,714.30
|
|
||
Manufacturers Bank
|
8,214,285.70
|
|
1,785,714.30
|
|
||
Barclays Bank PLC
|
20,000,000.00
|
|
0.00
|
|
||
RBS Citizens
|
35,000,000.00
|
|
0.00
|
|
||
Flagstar Bank
|
25,000,000.00
|
|
0.00
|
|
||
PrivateBank and Trust
|
25,000,000.00
|
|
0.00
|
|
||
Western Alliance Bank
|
25,000,000.00
|
|
0.00
|
|
||
Raymond James Bank
|
20,000,000.00
|
|
0.00
|
|
||
UBS AG, Stamford Branch
|
20,000,000.00
|
|
0.00
|
|
||
CTBC Bank
|
10,000,000.00
|
|
0.00
|
|
||
Credit Suisse AG
|
50,000,000.00
|
|
0.00
|
|
||
Northwest Bank
|
0.00
|
|
5,000,000.00
|
|
||
|
|
|
||||
Total
|
|
$710,466,666.67
|
|
|
$92,500,000.03
|
|
Lender
|
Revolving Commitment Amount
|
Term Loan A Commitment Amount
|
||||
Israel Discount Bank of New York
|
16,190,476.19
|
|
3,571,428.56
|
|
||
Amalgamated Bank
|
15,892,857.14
|
|
2,678,571.41
|
|
||
|
|
|
||||
Total
|
|
$32,083,333.33
|
|
|
$6,249,999.97
|
|
(a)
|
no Default or Event of Default has occurred and is continuing or will result from the consummation of the transactions contemplated by the Incremental Facility Agreement;
|
(b)
|
the Borrower and its Restricted Subsidiaries are in
pro
forma
compliance with each of the covenants set forth in Article VI of the Credit Agreement as of the last day of the most recently ended Fiscal Quarter after giving effect to the Incremental Facility provided by the Incremental Lenders under the Incremental Facility Agreement (assuming for such purpose that the Incremental Revolving Commitment is fully drawn at such time) and attached hereto as
Exhibit A
are the calculations (in reasonable detail) demonstrating such compliance;
|
(c)
|
all of the conditions set forth in Section 3.2 of the Credit Agreement have been satisfied; and
|
(d)
|
attached hereto as
Exhibit B
is a true and correct copy of the resolutions of the Borrower which approve the incurrence of the Incremental Facilities.
|
Name
|
Jurisdiction of Incorporation or Formation
|
ACF Medical Services, Inc.
|
Virginia
|
Alliance Factoring Pty Limited
|
Australia
|
Alliance Group Holdings General Custodian Company Pty Limited
|
Australia
|
Apex Collections Limited
|
United Kingdom
|
Apex Credit Management Holdings Limited
|
United Kingdom
|
Apex Credit Management Limited
|
United Kingdom
|
Ascension Capital Group, Inc.
|
Delaware
|
Asset Acceptance Capital Corp.
|
Delaware
|
Asset Acceptance Recovery Services, LLC
|
Delaware
|
Asset Acceptance Solutions Group, LLC
|
Delaware
|
Asset Acceptance, LLC
|
Delaware
|
Atlantic Credit & Finance Special Finance Unit III, LLC
|
Virginia
|
Atlantic Credit & Finance Special Finance Unit, LLC
|
Virginia
|
Atlantic Credit & Finance, Inc.
|
Virginia
|
Backoffice BPO Pty Ltd
|
Australia
|
Baycorp (Aust) Pty Limited
|
Australia
|
Baycorp (NZ) Limited
|
New Zealand
|
Baycorp (WA) Pty Limited
|
Australia
|
Baycorp Collection Services (Aust) Pty Limited
|
Australia
|
Baycorp Collection Services Pty Limited
|
Australia
|
Baycorp Collections PDL (Australia) Pty Limited
|
Australia
|
Baycorp Document Services Pty Limited
|
Australia
|
Baycorp Finance (Aust) Pty Limited
|
Australia
|
Baycorp Group Finance Pty Limited
|
Australia
|
Baycorp Holdings (NZ) Limited
|
New Zealand
|
Baycorp Holdings Pty Limited
|
Australia
|
Baycorp International (Philippines Branch)
|
Philippines
|
Baycorp International Pty Limited
|
Australia
|
Baycorp Legal Pty Limited
|
Australia
|
Baycorp PDL (NZ) Limited
|
New Zealand
|
Bayfront Investment LLC
|
Delaware
|
BC Holdings I PTY LTD
|
Australia
|
BC Holdings II PTY LTD
|
Australia
|
Bedford S.A.S.
|
Colombia
|
Black Tip Capital Holdings Limited
|
United Kingdom
|
Cabot (Group Holdings) Limited
|
United Kingdom
|
Cabot Asset Purchases (Ireland) Limited
|
Ireland
|
Cabot Credit Management Group Limited
|
United Kingdom
|
Cabot Credit Management Limited
|
United Kingdom
|
Cabot Financial (Europe) Limited
|
United Kingdom
|
Cabot Financial (International) Limited
|
United Kingdom
|
Cabot Financial (Ireland) Limited
|
Ireland
|
Cabot Financial (Luxembourg) II S.A.
|
Luxembourg
|
Cabot Financial (Luxembourg) S.A.
|
Luxembourg
|
Name
|
Jurisdiction of Incorporation or Formation
|
Cabot Financial (Marlin) Limited
|
United Kingdom
|
Cabot Financial (Treasury) Ireland Limited
|
Republic of Ireland
|
Cabot Financial (UK) Limited
|
United Kingdom
|
Cabot Financial Debt Recovery Services Limited
|
United Kingdom
|
Cabot Financial Holdings Group Limited
|
United Kingdom
|
Cabot Financial Limited
|
United Kingdom
|
Cabot Financial Portfolios Limited
|
United Kingdom
|
Cabot Holdings S.a.r.L
|
Luxembourg
|
Cabot Securitisation (Europe) Limited
|
Ireland
|
Cabot Services (Europe) S.A.S
|
France
|
Cabot Spain S.L.
|
Spain
|
Carat UK Holdco Limited
|
United Kingdom
|
Carat UK Midco Limited
|
United Kingdom
|
Cuentas En Participacion
|
Colombia
|
Credit Provider Services PTY Limited
|
Australia
|
Desert Tree Capital LLC
|
Delaware
|
Dessetec Desarrollo De Sistemas, S.A. DE C.V.
|
Mexico
|
Encore Asset Reconstruction Company Private Ltd.
|
India
|
Encore Australia Holdings I PTY LTD
|
Australia
|
Encore Australia Holdings II PTY LTD
|
Australia
|
Encore Capital Group Singapore Pte. Ltd.
|
Singapore
|
Encore Europe Holdings S.a.r.L
|
Luxembourg
|
Encore Holdings Luxembourg S.a.r.L
|
Luxembourg
|
Encore Luxembourg Brazil S.a.r.L
|
Luxembourg
|
Encore Luxembourg India S.a.r.L
|
Luxembourg
|
Encore Luxembourg Mexico S.a.r.L
|
Luxembourg
|
Encore Mexico Nominee LLC
|
Delaware
|
Encore Real Estate Group
|
Delaware
|
Encoremex Holdings, S. de R.L. de C.V
|
Mexico
|
Encoremex S.A.de C.V.
|
Mexico
|
Fideiconmiso PA Refinancia
|
Colombia
|
Fideiconmiso PA Refinancia NPL
|
Colombia
|
Financial Investigations and Recoveries (Europe) Ltd.
|
United Kingdom
|
Fireside Funding LLC
|
Delaware
|
GC Encore Euro S.a.r.L
|
Luxembourg
|
GC Encore GBP S.a.r.L
|
Luxembourg
|
GEFO Nominee U.K Ltd.
|
United Kingdom
|
Gesif SAU
|
Spain
|
Global Security Refinancia Management
|
Cayman Islands
|
Green Box Asset Management, S.L.
|
Spain
|
Green Meadow Financial LLC
|
Delaware
|
Grove Capital Management Espana S.L.
|
Spain
|
Grove Capital Management Limited
|
United Kingdom
|
Grove Europe S.a.r.L.
|
Luxembourg
|
Grove Holdings
|
Cayman Islands
|
Grove Performance Management Limited
|
United Kingdom
|
Grove Services International Ltd.
|
Jersey
|
Hillesden Securities Limited
|
United Kingdom
|
Name
|
Jurisdiction of Incorporation or Formation
|
Heptus 229. gmbH
|
Germany
|
Janus Holdings Luxembourg S.a.r.L
|
Luxembourg
|
Legal Recovery Solutions, LLC
|
Delaware
|
Lucania Gestion, S.L
|
Spain
|
Lucania Software, S.L.
|
Spain
|
Macrocom (948) Limited
|
United Kingdom
|
Malwyn Pty Ltd
|
Australia
|
Marlin Capital Europe Limited
|
United Kingdom
|
Marlin Europe I Limited
|
United Kingdom
|
Marlin Europe II Limited
|
United Kingdom
|
Marlin Europe IV Limited
|
United Kingdom
|
Marlin Europe V Limited
|
United Kingdom
|
Marlin Europe VI Limited
|
United Kingdom
|
Marlin Europe IX Limited
|
United Kingdom
|
Marlin Europe X Limited
|
United Kingdom
|
Marlin Financial Group Limited
|
United Kingdom
|
Marlin Financial Intermediate II Limited
|
United Kingdom
|
Marlin Financial Intermediate Limited
|
United Kingdom
|
Marlin Intermediate Holdings plc
|
United Kingdom
|
Marlin Legal Services Limited
|
United Kingdom
|
Marlin Midway Limited
|
United Kingdom
|
Marlin Portfolio Holdings Limited
|
United Kingdom
|
Marlin Senior Holdings Limited
|
United Kingdom
|
Marlin Unrestricted Holdings Limited
|
United Kingdom
|
MCE Portfolio Limited
|
United Kingdom
|
MDB Collection Services Limited
|
United Kingdom
|
MCM Midland Management Costa Rica, S.r.L
|
Costa Rica
|
ME III Limited
|
United Kingdom
|
ME IV Limited
|
United Kingdom
|
Mercantile Data Bureau
|
United Kingdom
|
MFS Portfolio Limited
|
United Kingdom
|
Midland Credit Management (Mauritius) Ltd.
|
Mauritius
|
Midland Credit Management India Private Limited
|
India
|
Midland Credit Management Puerto Rico, LLC
|
Puerto Rico
|
Midland Credit Management UK Limited
|
United Kingdom
|
Midland Credit Management, Inc.
|
Kansas
|
Midland Funding LLC
|
Delaware
|
Midland Funding NCC-2 Corporation
|
Delaware
|
Midland India LLC
|
Minnesota
|
Midland International LLC
|
Delaware
|
Midland Portfolio Services, Inc.
|
Delaware
|
Morley Limited
|
United Kingdom
|
Mortimer Clarke Solicitors Limited
|
United Kingdom
|
MRC Receivables Corporation
|
Delaware
|
NFS Nominees No 2 Pty Limited
|
Australia
|
NFS Nominees Pty Limited
|
Australia
|
Nomad Acceptance Pty Limited
|
Australia
|
Nomad Financial Services Pty Limited
|
Australia
|
Name
|
Jurisdiction of Incorporation or Formation
|
PA FC Refinancia-Fenalco Bogotá
|
Colombia
|
PFS Finance Holdings, LLC
|
Delaware
|
PFS Financial 1, LLC
|
Delaware
|
PFS Financial 2, LLC
|
Delaware
|
PFS National Tax Lien Trust 2015-1
|
Delaware
|
PFS Tax Lien Trust 2014-1
|
Delaware
|
PFS Tax Lien Trust 2015-1
|
Delaware
|
PMG Collect Pty Limited
|
Australia
|
PMG Securities PTY Limited
|
Australia
|
Portfolio Management Group Pty Limited
|
Australia
|
Propel Acquisition LLC
|
Delaware
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Propel Financial 1, LLC
|
Delaware
|
Propel Financial Services, LLC
|
Texas
|
Propel Funding Holdings 1, LLC
|
Delaware
|
Propel Funding LLC
|
Delaware
|
Propel Funding Multistate, LLC
|
Delaware
|
Propel Funding National 1, LLC
|
Delaware
|
Propel Funding Nevada, LLC
|
Delaware
|
Propel Funding Ohio LLC
|
Delaware
|
Propel Funding REL, LLC
|
Delaware
|
Propel Funding Texas 2, LLC
|
Delaware
|
Propela Capital, S.A. de C.V., SOFOM. E.N.R.
|
Mexico
|
Referencia Perú S.A.C.
|
Perú
|
Referencia S.A.S
|
Colombia
|
Refinancia Perú S.A.
|
Perú
|
Refinancia S.A.
|
Colombia
|
RF Encore Perú S.r.L
|
Republic of Peru
|
RF Encore S.a.S
|
Republic of Colombia
|
RioProp Holdings, LLC
|
Texas
|
RNPL Advisory Corp
|
Virgin Islands
|
Snowcap Financial LLC
|
Delaware
|
Trans-Tasman Collections Investments PTY Limited
|
Australia
|
Virginia Credit & Finance, Inc.
|
Virginia
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1.
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I have reviewed this annual report on Form 10-K of Encore Capital Group, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
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By:
|
|
/
S
/ K
ENNETH
A. V
ECCHIONE
|
|
|
Kenneth A. Vecchione
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Encore Capital Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
|
By:
|
|
/
S
/ J
ONATHAN
C. C
LARK
|
|
|
Jonathan C. Clark
Executive Vice President, Chief Financial Officer and Treasurer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company.
|
|
|
/s/ K
ENNETH
A. V
ECCHIONE
|
|
Kenneth A. Vecchione
|
|
President and Chief Executive Officer
|
|
|
|
/s/ J
ONATHAN
C. C
LARK
|
|
Jonathan C. Clark
|
|
Executive Vice President,
Chief Financial Officer and Treasurer
|
|