Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1: Ownership, Description of Business, and Summary of Significant Accounting Policies
Encore Capital Group, Inc. (“Encore”), through its subsidiaries (collectively with Encore, the “Company”), is an international specialty finance company providing debt recovery solutions and other related services for consumers across a broad range of financial assets. The Company purchases portfolios of defaulted consumer receivables at deep discounts to face value and manages them by working with individuals as they repay their obligations and work toward financial recovery. Defaulted receivables are consumers’ unpaid financial obligations to credit originators, including banks, credit unions, consumer finance companies and commercial retailers. Defaulted receivables may also include receivables subject to bankruptcy proceedings. The Company also provides debt servicing and other portfolio management services to credit originators for non-performing loans in Europe.
Through Midland Credit Management, Inc. and its domestic affiliates (collectively, “MCM”), the Company is a market leader in portfolio purchasing and recovery in the United States. Through Cabot Credit Management Limited (“CCM”) and its subsidiaries and European affiliates (collectively, “Cabot”), the Company is one of the largest credit management services providers in Europe and the United Kingdom. These are the Company’s primary operations.
The Company also has investments and operations in Latin America and Asia-Pacific, which the Company refers to as “LAAP.”
Financial Statement Preparation and Presentation
The accompanying interim condensed consolidated financial statements have been prepared by the Company, without audit, in accordance with the instructions to the Quarterly Report on Form 10-Q, and Rule 10-01 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the “SEC”) and, therefore, do not include all information and footnotes necessary for a fair presentation of its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”).
In the opinion of management, the unaudited financial information for the interim periods presented reflects all adjustments, consisting of only normal and recurring adjustments, necessary for a fair statement of the Company’s condensed consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year.
The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the Company’s condensed financial statements and the accompanying notes. Actual results could materially differ from those estimates.
Basis of Consolidation
The condensed consolidated financial statements have been prepared in conformity with GAAP and reflect the accounts and operations of the Company and those of its subsidiaries in which the Company has a controlling financial interest. The Company also consolidates variable interest entities (“VIEs”) for which it is the primary beneficiary. The primary beneficiary has both (a) the power to direct the activities of the VIE that most significantly affect the entity’s economic performance, and (b) either the obligation to absorb losses or the right to receive benefits. Refer to “Note 8: Variable Interest Entities” for further details. All intercompany transactions and balances have been eliminated in consolidation.
Translation of Foreign Currencies
The condensed financial statements of certain of the Company’s foreign subsidiaries are measured using their local currency as the functional currency. Assets and liabilities of foreign operations are translated into U.S. dollars using period-end exchange rates, and revenues and expenses are translated into U.S. dollars using average exchange rates in effect during each period. The resulting translation adjustments are recorded as a component of other comprehensive income or loss. Equity accounts are translated at historical rates, except for the change in retained earnings during the year which is the result of the income statement translation process. Intercompany transaction gains or losses at each period end arising from subsequent measurement of balances for which settlement is not planned or anticipated in the foreseeable future are included as translation adjustments and recorded within other comprehensive income or loss. Translation gains or losses are the material components of accumulated other comprehensive income or loss and are reclassified to earnings upon the substantial sale or liquidation of investments in foreign operations.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss. This guidance will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. This ASU may result in additional required disclosures when adopted. The Company is currently evaluating the provisions of this ASU and the impact on its consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions and applies to all entities subject to income taxes. The new standard is effective for annual periods beginning after December 15, 2024. This ASU may result in additional required disclosures when adopted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
Note 2: Earnings Per Share
Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period.
The number of shares used to calculate the diluted earnings per share is computed by using the basic weighted-average number of common shares outstanding plus any dilutive potential common shares outstanding during the period, except when their effect is anti-dilutive. Dilutive potential common shares include outstanding stock based awards, and the dilutive effect of the convertible and exchangeable senior notes, if applicable.
A reconciliation of shares used in calculating earnings per basic and diluted shares follows (in thousands, except per share amounts):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Net income
$
30,643
$
19,339
$
86,063
$
64,270
Shares:
Total weighted-average basic shares outstanding
23,912
23,712
23,859
23,644
Dilutive effect of stock-based awards
89
165
103
191
Dilutive effect of convertible and exchangeable senior notes
406
505
362
700
Total weighted-average dilutive shares outstanding
24,407
24,382
24,324
24,535
Basic earnings per share
$
1.28
$
0.82
$
3.61
$
2.72
Diluted earnings per share
$
1.26
$
0.79
$
3.54
$
2.62
There were no anti-dilutive employee stock options outstanding during the three and nine months ended September 30, 2024 and 2023.
Note 3: Fair Value Measurements
Fair value is defined as the price that would be received upon sale of an asset or the price paid to transfer a liability, in an orderly transaction between market participants at the measurement date (i.e., the “exit price”). The Company uses a fair value hierarchy that prioritizes the inputs used in valuation techniques to measure fair value into three broad levels. The following is a brief description of each level:
•Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
•Level 3: Unobservable inputs, including inputs that reflect the reporting entity’s own assumptions.
The Company’s cash and cash equivalents, certain other assets, accounts payable and accrued liabilities, and other liabilities approximate their fair values due to their short-term nature, which are determined to be a Level 1 measurement.
Financial Instruments Required To Be Carried At Fair Value
Financial assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):
Fair Value Measurements as of September 30, 2024
Level 1
Level 2
Level 3
Total
Assets
Interest rate cap contracts
$
—
$
286
$
—
$
286
Cross-currency swap agreements
—
15,090
—
15,090
Liabilities
Foreign currency exchange contracts
—
(7,225)
—
(7,225)
Interest rate swap agreements
—
(22,782)
—
(22,782)
Cross-currency swap agreements
—
(26,103)
—
(26,103)
Fair Value Measurements as of December 31, 2023
Level 1
Level 2
Level 3
Total
Assets
Interest rate cap contracts
$
—
$
16,950
$
—
$
16,950
Cross-currency swap agreements
—
361
—
361
Liabilities
Interest rate swap agreements
—
(22,510)
—
(22,510)
Cross-currency swap agreements
—
(28,039)
—
(28,039)
Derivative Contracts:
The Company uses derivative instruments to manage its exposure to fluctuations in interest rates and foreign currency exchange rates. Fair values of these derivative instruments are estimated using industry standard valuation models. These models project future cash flows and discount the future amounts to a present value using market-based observable inputs, including interest rate curves, foreign currency exchange rates, and forward and spot prices for currencies. The Company’s derivative agreements are subject to underlying agreements with master netting arrangements, which provide for the right of offset in the event of default or in the event of bankruptcy of either party to the transactions. The Company reports its assets and liabilities subject to these arrangements on a gross basis for certain derivative agreements.
Non-Recurring Fair Value Measurement:
Certain assets are measured at fair value on a nonrecurring basis. These assets include real estate-owned assets classified as held for sale at the lower of their carrying value or fair value less cost to sell. The fair value of the assets held for sale and estimated selling expenses were determined at the time of initial recognition and in each reporting period using Level 3 measurements based on appraised values using market comparables. The fair value estimate of the assets held for sale was approximately $49.7 million and $70.6 million as of September 30, 2024 and December 31, 2023, respectively.
Financial Instruments Not Required To Be Carried At Fair Value
The table below summarizes fair value estimates for the Company's financial instruments that are not required to be carried at fair value. The total of the fair value calculations presented does not represent, and should not be construed to represent, the underlying value of the Company.
The carrying amounts in the following table are included in the condensed consolidated statements of financial condition as of September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024
December 31, 2023
Carrying Amount
Estimated Fair Value
Carrying Amount
Estimated Fair Value
Financial Assets
Investment in receivable portfolios, net
$
3,719,260
$
3,753,299
$
3,468,432
$
3,515,651
Financial Liabilities
Global senior secured revolving credit facility
7,000
7,000
816,880
816,880
Encore private placement notes
—
—
29,310
28,922
Senior secured notes(1)
2,694,757
2,740,267
1,649,621
1,598,636
Convertible senior notes due October 2025
100,000
128,748
100,000
136,403
Convertible senior notes due March 2029
230,000
231,990
230,000
226,794
Cabot securitisation senior facility
341,041
341,041
324,646
324,646
U.S. facility
150,000
150,000
175,000
175,000
Other borrowings
68,946
68,946
24,904
24,904
_______________________
(1)Carrying amount represents historical cost, adjusted for any related debt discount.
Investment in Receivable Portfolios:
The fair value of investment in receivable portfolios is measured using Level 3 inputs by discounting the estimated future cash flows generated by the Company’s proprietary forecasting models. The key inputs include the estimated future gross cash flow, average cost to collect, and discount rate. The determination of such inputs requires significant judgment, including assessing the assumed market participant’s cost structure, its determination of whether to include fixed costs in its valuation, its collection strategies, and determining the appropriate weighted average cost of capital. The Company evaluates the use of these key inputs on an ongoing basis and refines the data as it continues to obtain better information from market participants in the debt recovery and purchasing business.
Borrowings:
The Company’s convertible notes, senior secured notes and private placement notes are carried at historical cost, adjusted for the applicable debt discount. The fair value estimate for the convertible notes incorporates quoted market prices using Level 2 inputs. The fair value of the senior secured notes and private placement notes is estimated using widely accepted valuation techniques, including discounted cash flow analyses using available market information on discount and borrowing rates with similar terms, maturities, and credit ratings. Accordingly, the Company used Level 2 inputs for these debt instrument fair value estimates.
The carrying value of the Company’s senior secured revolving credit facility, securitisation senior facility, U.S. facility, and other borrowings approximates fair value due to the use of current market rates that are repriced frequently, which are determined to be a Level 2 measurement.
Note 4: Derivatives and Hedging Instruments
The Company may periodically enter into derivative financial instruments to manage risks related to interest rates and foreign currency. Certain of the Company’s derivative financial instruments qualify for hedge accounting treatment.
The following table summarizes the fair value of derivative instruments as recorded in the Company’s condensed consolidated statements of financial condition (in thousands):
September 30, 2024
December 31, 2023
Balance Sheet Location
Fair Value
Balance Sheet Location
Fair Value
Derivatives designated as hedging instruments:
Interest rate cap contracts
Other assets
$
286
Other assets
$
14,564
Interest rate swap agreements
Other liabilities
(22,782)
Other liabilities
(22,510)
Cross-currency swap agreements
Other assets
15,090
Other assets
361
Cross-currency swap agreements
Other liabilities
(26,103)
Other liabilities
(28,039)
Derivatives not designated as hedging instruments:
Interest rate cap contracts
—
—
Other assets
2,386
Foreign currency exchange contracts
Other liabilities
(7,225)
—
—
Derivatives Designated as Hedging Instruments
The Company may periodically enter into interest rate swap agreements and interest rate cap contracts to reduce its exposure to fluctuations in interest rates on variable interest rate debt and their impact on earnings and cash flows. Under the swap agreements, the Company receives floating interest rate payments and makes interest payments based on fixed interest rates. Under the cap contracts, the Company receives floating interest rate payments and makes interest payments based on capped interest rates. The Company designates its interest rate swap and interest rate cap instruments as cash flow hedges at inception.
The Company uses cross-currency swap agreements to manage foreign currency exchange risk by converting fixed-rate Euro-denominated borrowings and fixed-rate GBP-denominated borrowings including periodic interest payments and the payment of principal at maturity to fixed-rate USD debt. The cross-currency swap agreements are accounted for as fair value hedges.
The following tables summarize the terms of the derivative instruments designated as hedging instruments as recorded in the Company’s consolidated statements of financial condition:
(1)The total notional amount of the 2021 Cap was $445.6 million, of which $318.3 million was hedge designated and $127.3 million was not hedge designated as of December 31, 2023.
As discussed in “Note 7: Borrowings,” on October 15, 2024, the Company fully redeemed its Senior Secured Notes due October 2025 (the “2025 Notes”). In connection with the early redemption of the 2025 Notes, the Company settled the corresponding 2020 Euro Swaps on the same date for approximately $33.8 million. As a result of the early settlement, the Company reclassed the remaining OCI balance associated with the 2020 Euro Swaps of approximately $0.8 million into interest expense during the fourth quarter of 2024. Other than stated above, the settlement payment of the 2020 Euro Swaps will not result in any income statement recognition during the fourth quarter of 2024.
The Company expects to reclassify approximately $5.7 million of net derivative loss from OCI into earnings relating to its cash flow designated derivatives within the next 12 months. This amount will vary due to fluctuations in benchmark interest rates.
The following tables summarize the effects of derivatives designated as hedging instruments in the Company’s condensed consolidated financial statements (in thousands):
Derivatives Designated as Hedging Instruments
(Loss) Gain Recognized in OCI
Location of Gain (Loss) Reclassified from OCI into Income (Loss)
Gain (Loss) Reclassified from OCI into Income
Three Months Ended September 30,
Three Months Ended September 30,
2024
2023
2024
2023
Interest rate swap agreements
$
(15,272)
$
—
Interest expense
$
1,078
$
—
Interest rate cap contracts
(2,460)
(9,578)
Interest expense
(382)
(424)
Cross-currency swap agreements
29,718
(26,811)
Interest expense
(997)
(925)
Other income (expense)
35,602
(32,401)
Derivatives Designated as Hedging Instruments
Gain (Loss) Recognized in OCI
Location of Gain (Loss) Reclassified from OCI into Income (Loss)
Gain (Loss) Reclassified from OCI into Income
Nine Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Interest rate swap agreements
$
2,001
$
—
Interest expense
$
2,273
$
—
Interest rate cap contracts
(14,288)
(13,079)
Interest expense
(1,758)
(1,265)
Cross-currency swap agreements
12,419
(26,641)
Interest expense
(4,534)
(3,828)
Other income (expense)
22,722
(25,897)
Derivatives Not Designated as Hedging Instruments
From time to time, the Company enters into currency exchange forward contracts to reduce the effects of currency exchange rate fluctuations. These derivative contracts generally mature within one to six months and are not designated as
hedge instruments for accounting purposes. The gains or losses on these unhedged derivative contracts are recognized in other income or expense based on the changes in fair value.
The following table summarizes the effects of derivatives not designated as hedging instruments on the Company’s condensed consolidated statements of income for the three and nine months ended September 30, 2024 and 2023 (in thousands):
Derivatives Not Designated as Hedging Instruments
Location of (Loss) Gain Recognized in Income on Derivative
Amount of (Loss) Gain Recognized in Income
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Interest rate cap contract
Other (expense) income
$
(7)
$
(215)
$
267
$
(215)
Foreign currency exchange contract
Other expense
(8,098)
—
(7,225)
—
Note 5: Investment in Receivable Portfolios, Net
The Company’s purchased portfolios of loans are grossed-up to their face value with an offsetting allowance and noncredit discount allocated to the individual receivables as the unit of account is at the individual loan level. Since each loan is deeply delinquent and deemed uncollectible at the individual loan level, the Company applies its charge-off policy and fully writes-off the amortized costs (i.e., face value net of noncredit discount) of the individual receivables immediately after purchasing the portfolio. The Company then records a negative allowance that represents the present value of all expected future recoveries for pools of receivables that share similar risk characteristics using a discounted cash flow approach, which ultimately equals the amount paid for a portfolio purchase and presented as “Investment in receivable portfolios, net” in the Company’s condensed consolidated statements of financial condition. The discount rate is an effective interest rate (or “purchase EIR”) based on the purchase price of the portfolio and the expected future cash flows at the time of purchase.
Receivable portfolio purchases are aggregated into pools based on similar risk characteristics. Examples of risk characteristics include financial asset type, collateral type, size, interest rate, date of origination, term, and geographic location. The Company’s static pools are typically grouped into credit card, purchased consumer bankruptcy, and mortgage portfolios. The Company further groups these static pools by geographic location. Once a pool is established, the portfolios will remain in the designated pool unless the underlying risk characteristics change. The purchase EIR of a pool will not change over the life of the pool even if expected future cash flows change.
Revenue is recognized for each static pool over the economic life of the pool. Debt purchasing revenue includes two components:
(1) Revenue from receivable portfolios, which is the accretion of the discount on the negative allowance due to the passage of time (generally the portfolio balance multiplied by the EIR) and also includes all revenue from zero basis portfolio (“ZBA”) collections, and
(2) Changes in recoveries, which includes
(a) Recoveries above or below forecast, which is the difference between (i) actual cash collected/recovered during the current period and (ii) expected cash recoveries for the current period, which generally represents over or under performance for the period; and
(b) Changes in expected future recoveries, which is the present value change of expected future recoveries, where such change generally results from (i) collections “pulled forward from” or “pushed out to” future periods (i.e. amounts either collected early or expected to be collected later) and (ii) magnitude and timing changes to estimates of expected future collections (which can be increases or decreases).
The Company measures expected future recoveries based on historical experience, current conditions, reasonable and supportable forecasts, and other quantitative and qualitative factors. Factors that may change the expected future recoveries may include both internal as well as external factors. Internal factors include operational performance, such as capacity and the productivity of the Company’s collection staff. External factors include new laws or regulations, new interpretations of existing laws or regulations, and macroeconomic conditions. The Company continues to reassess its expected future recoveries in each reporting period.
Investment in receivable portfolios, net consists of the following as of the dates presented (in thousands):
September 30, 2024
December 31, 2023
Amortized cost
$
—
$
—
Negative allowance for expected recoveries
3,719,260
3,468,432
Balance, end of period
$
3,719,260
$
3,468,432
The following table summarizes the changes in the balance of investment in receivable portfolios, net during the periods presented (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Balance, beginning of period
$
3,583,322
$
3,330,986
$
3,468,432
$
3,088,261
Negative allowance for expected recoveries - current period purchases (1)
282,485
230,559
856,891
781,315
Collections applied to investment in receivable portfolios, net (2)
(222,149)
(162,652)
(641,982)
(504,672)
Changes in recoveries (3)
12,675
(17,067)
6,020
(30,054)
Put-backs and recalls
(4,577)
(3,179)
(12,023)
(9,214)
Disposals and transfers to real estate owned
(7,055)
(3,314)
(10,153)
(9,558)
Foreign currency translation adjustments
74,559
(54,789)
52,075
4,466
Balance, end of period
$
3,719,260
$
3,320,544
$
3,719,260
$
3,320,544
_______________________
(1)The table below provides the detail on the establishment of negative allowance for expected recoveries of portfolios purchased during the periods presented:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Purchase price
$
282,485
$
230,559
$
856,891
$
781,315
Allowance for credit losses
667,584
666,915
1,961,740
2,017,060
Amortized cost
950,069
897,474
2,818,631
2,798,375
Noncredit discount
1,220,316
1,171,383
3,688,070
3,225,837
Face value
2,170,385
2,068,857
6,506,701
6,024,212
Write-off of amortized cost
(950,069)
(897,474)
(2,818,631)
(2,798,375)
Write-off of noncredit discount
(1,220,316)
(1,171,383)
(3,688,070)
(3,225,837)
Negative allowance
282,485
230,559
856,891
781,315
Negative allowance for expected recoveries - current period purchases
$
282,485
$
230,559
$
856,891
$
781,315
(2)Collections applied to investment in receivable portfolios, net, is calculated as follows during the periods presented:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Cash Collections
$
550,268
$
465,339
$
1,607,883
$
1,404,217
Less - amounts classified to revenue from receivable portfolios
(328,119)
(302,687)
(965,901)
(899,545)
Collections applied to investment in receivable portfolios, net
$
222,149
$
162,652
$
641,982
$
504,672
(3)Changes in recoveries is calculated as follows during the periods presented, where recoveries include cash collections, put-backs and recalls, and other cash-based adjustments:
Recoveries above or below forecast represent over and under-performance in the reporting period, respectively. Collections during the three and nine months ended September 30, 2024, over-performed the forecasted collections by approximately $23.0 million and $51.3 million, respectively. Collections during the three and nine months ended September 30, 2023, under-performed the forecasted collections by approximately $4.3 million and $20.1 million, respectively.
When reassessing the forecasts of expected lifetime recoveries during the three months ended September 30, 2024, management considered, among other factors, historical and current collection performance, changes in consumer behavior, and the macroeconomic environment. Most of the current period collections over-performance was from recent vintages acquired in 2023 and 2024 and did not trigger any significant forecasting adjustments to the estimated remaining collections. Therefore, no significant changes in future expected recoveries were recognized as a result of the recurring forecasting process. The Company recognized approximately $7.8 million of negative changes in expected future recoveries during the three and nine months ended September 30, 2024 resulting from the sale of certain secured mortgage portfolios in September 2024. As a result of the above, the Company recorded net negative changes in expected future recoveries of approximately $10.3 million, and $45.2 million during the three and nine months ended September 30, 2024, respectively. During the three and nine months ended September 30, 2023, the Company recorded approximately $12.8 million and $9.9 million in net negative changes in expected future recoveries, respectively.
Note 6: Other Assets
Other assets consist of the following (in thousands):
September 30, 2024
December 31, 2023
Operating lease right-of-use assets
$
61,063
$
67,019
Real estate owned
49,727
70,590
Income tax deposits
44,600
8,735
Prepaid expenses
37,269
32,910
Derivative instruments
15,376
17,311
Deferred tax assets, net
15,149
17,277
Service fee receivables
11,014
9,080
Other
61,224
70,334
Total
$
295,422
$
293,256
Note 7: Borrowings
The Company is in compliance in all material respects with all covenants under its financing arrangements as of September 30, 2024. The components of the Company’s consolidated borrowings were as follows (in thousands):
Less: debt discount and issuance costs, net of amortization
(46,755)
(40,516)
Total
$
3,550,574
$
3,318,031
Encore is the parent of the restricted group for the Global Senior Facility and the Senior Secured Notes, both of which are guaranteed by the same group of material Encore subsidiaries and secured by the same collateral, which represents substantially all of the assets of those subsidiaries.
Global Senior Secured Revolving Credit Facility
In September 2020, the Company entered into a multi-currency senior secured revolving credit facility agreement (as amended and restated, the “Global Senior Facility”). As of September 30, 2024, the Global Senior Facility provided for a total committed facility of $1,203.0 million that matures in September 2027 and included the following key provisions:
•Interest at Term SOFR (or EURIBOR for any loan drawn in Euro or a rate based on SONIA for any loan drawn in British Pound), with a Term SOFR (or EURIBOR or SONIA) floor of 0.00%, plus a margin of 2.50%, plus in the case of Term SOFR borrowings, a credit adjustment spread of 0.10%;
•An unused commitment fee of 0.40% per annum, payable quarterly in arrears;
•A restrictive covenant that limits the LTV Ratio (defined in the Global Senior Facility) to 0.75 in the event that the Global Senior Facility is more than 20% utilized;
•A restrictive covenant that limits the SSRCF LTV Ratio (defined in the Global Senior Facility) to 0.275;
•A restrictive covenant that requires the Company to maintain a Fixed Charge Coverage Ratio (as defined in the Global Senior Facility) of at least 2.0;
•Additional restrictions and covenants which limit, among other things, the payment of dividends and the incurrence of additional indebtedness and liens; and
•Standard events of default which, upon occurrence, may permit the lenders to terminate the Global Senior Facility and declare all amounts outstanding to be immediately due and payable.
On October 17, 2024, the Company agreed to amend and restate the Global Senior Facility to, among other things, (1) upsize the facility by $92.0 million from $1,203.0 million to $1,295.0 million, (2) extend the termination date of the facility from September 2027 to September 2028 except for a $22.5 million tranche that will continue to terminate in September 2027, and (3) decrease the interest margin by 0.25% from 2.50% to 2.25%.
The Global Senior Facility is secured by substantially all of the assets of the Company and the guarantors. Pursuant to the terms of an intercreditor agreement entered into with respect to the relative positions of (1) the Global Senior Facility and any super priority hedging liabilities (collectively, “Super Senior Liabilities”) and (2) the Senior Secured Notes, Super Senior Liabilities that are secured by assets that also secure the Senior Secured Notes will receive priority with respect to any proceeds received upon any enforcement action over any such assets.
As of September 30, 2024, the outstanding borrowings under the Global Senior Facility were $7.0 million. The weighted average interest rate of the Global Senior Facility was 6.13% and 7.84% for the three months ended September 30, 2024 and 2023, respectively, and 7.87% and 7.48% for the nine months ended September 30, 2024 and 2023, respectively. Available capacity under the Global Senior Facility, after taking into account applicable debt covenants, was approximately $1,196.0 million as of September 30, 2024.
In August 2017, Encore entered into $325.0 million in senior secured notes with a group of insurance companies (the “Encore Private Placement Notes”). The Encore Private Placement Notes bore an annual interest rate of 5.625%, and required quarterly principal payments of $9.8 million. The covenants and material terms for the Encore Private Placement Notes were substantially similar to those for the Global Senior Facility. The Encore Private Placement Notes matured in August 2024.
Senior Secured Notes
The following table provides a summary of the Company’s senior secured notes (the “Senior Secured Notes”) ($ in thousands):
September 30, 2024
December 31, 2023
Issue Currency
Maturity Date
Interest Payment Dates
Interest Rate
2025 Notes
$
389,755
$
386,324
EUR
Oct 15, 2025
Apr 15, Oct 15
4.875
%
2026 Notes
401,225
381,937
GBP
Feb 15, 2026
Feb 15, Aug 15
5.375
%
2028 Notes
334,354
318,280
GBP
Jun 1, 2028
Jun 1, Dec 1
4.250
%
2028 Floating Rate Notes
573,497
568,448
EUR
Jan 15, 2028
Jan 15, Apr 15, Jul 15, Oct 15
EURIBOR +4.250%(1)
2029 Notes
500,000
—
USD
Apr 1, 2029
Apr 1, Oct 1
9.250
%
2030 Notes
500,000
—
USD
May 15, 2030
May 15, Nov 15
8.500
%
$
2,698,831
$
1,654,989
_______________________
(1)Interest rate is based on three-month EURIBOR (subject to a 0% floor) plus 4.250% per annum, resets quarterly.
The Senior Secured Notes are secured by the same collateral as the Global Senior Facility. The guarantees provided in respect of the Senior Secured Notes are pari passu with the guarantee given in respect of the Global Senior Facility. Subject to the intercreditor agreement described above under the section “Global Senior Secured Revolving Credit Facility,” Super Senior Liabilities that are secured by assets that also secure the Senior Secured Notes will receive priority with respect to any proceeds received upon any enforcement action over any such assets.
The 2028 Floating Rate Notes had a weighted average interest rate of 7.97% and 7.83% for the three months ended September 30, 2024 and 2023, respectively, and 8.11% and 7.17% for the nine months ended September 30, 2024 and 2023, respectively. As discussed in “Note 4: Derivatives and Hedging Instruments,” the Company uses interest rate derivative contracts to manage its risk related to the interest rate fluctuation in its variable interest rate bearing debt. The weighted average interest rate of the 2028 Floating Rate Notes including the effect of the hedging instruments was 7.47% and 4.38% for the three months ended September 30, 2024 and 2023, respectively, and 5.99% and 4.35% for the nine months ended September 30, 2024 and 2023, respectively.
In March 2024, Encore issued $500.0 million in aggregate principal amount of 9.250% Senior Secured Notes due April 2029 at an issue price of 100.000% (the “2029 Notes”). Interest on the 2029 Notes is payable semi-annually, in arrears, on April 1 and October 1 of each year, commencing on October 1, 2024. The Company used the proceeds from this offering to pay down $493.0 million of the drawings under its Global Senior Facility and to pay certain transaction fees and expenses incurred in connection with the offering of the 2029 Notes.
In May 2024, Encore issued $500.0 million in aggregate principal amount of 8.500% Senior Secured Notes due May 2030 at an issue price of 100.000% (the “2030 Notes”). Interest on the 2030 Notes is payable semi-annually, in arrears, on May 15 and November 15 of each year, commencing on November 15, 2024. The Company used the proceeds from this offering to pay down $448.7 million of the drawings under its Global Senior Facility, pay certain transaction fees and expenses incurred in connection with the offering of the 2030 Notes and for general corporate purposes.
On October 15, 2024, the Company fully redeemed its 2025 Notes at par using drawings from its Global Senior Facility and cash on hand. In connection with the early redemption of the 2025 Notes, the Company also settled the corresponding euro cross currency swap contracts that were due to mature in October 2025 for approximately $33.8 million. Refer to “Note 4: Derivatives and Hedging Instruments” for further detail of the early settlement of the cross currency swap contracts. On October 25, 2024, the Company issued a conditional notice of redemption to redeem its 2026 Notes at par on or around November 15, 2024.
The following table provides a summary of the principal balance, maturity date and interest rate for the Company’s convertible senior notes (the “Convertible Notes”) ($ in thousands):
September 30, 2024
December 31, 2023
Maturity Date
Interest Payment Dates
Interest Rate
2025 Convertible Notes
$
100,000
$
100,000
Oct 1, 2025
Apr 1, Oct 1
3.250
%
2029 Convertible Notes
230,000
230,000
Mar 15, 2029
Mar 15, Sep 15
4.000
%
$
330,000
$
330,000
In order to reduce the risk related to the potential dilution and/or the potential cash payments the Company may be required to make in the event that the market price of the Company’s common stock becomes greater than the conversion prices of the Convertible Notes, the Company may enter into hedge programs that increase the effective conversion price for the Convertible Notes. In connection with the issuance of the 2029 Convertible Notes, the Company entered into privately negotiated capped call transactions that effectively raised the conversion price of the 2029 Convertible Notes from $65.89 to $82.69. These hedging instruments have been determined to be indexed to the Company’s own stock and meet the criteria for equity classification. The Company recorded the cost of the hedge instruments as a reduction in additional paid-in capital, and does not recognize subsequent changes in fair value of these financial instruments in its condensed consolidated financial statements. The Company did not hedge the 2025 Convertible Notes.
Certain key terms related to the convertible features as of September 30, 2024 are listed below ($ in thousands, except conversion price):
2025 Convertible Notes
2029 Convertible Notes
Initial conversion price
$
40.00
$
65.89
Closing stock price at date of issuance
$
32.00
$
51.68
Closing stock price date
Sep 4, 2019
Feb 28, 2023
Initial conversion rate (shares per $1,000 principal amount)
25.0000
15.1763
Adjusted conversion rate (shares per $1,000 principal amount)(1)
25.1310
15.1763
Adjusted conversion price(1)
$
39.79
$
65.89
Adjusted effective conversion price(2)
$
39.79
$
82.69
Excess of if-converted value compared to principal(3)
$
18,794
$
—
Conversion date
Jul 1, 2025
Dec 15, 2028
_______________________
(1)Pursuant to the indenture for the Company’s 2025 Convertible Notes, the conversion rate for the 2025 Convertible Notes was adjusted upon the completion of the Company’s tender offer in December 2021.
(2)As discussed above, the Company maintains a hedge program that increases the effective conversion price for the 2029 Convertible Notes to $82.69.
(3)Represents the premium the Company would have to pay assuming the Convertible Notes were converted on September 30, 2024 using a hypothetical share price based on the closing stock price on September 30, 2024.
In the event of conversion, the Convertible Notes are convertible into cash up to the aggregate principal amount of the notes and the excess conversion premium, if any, may be settled in cash or shares of the Company’s common stock at the Company’s election and subject to certain restrictions contained in each of the indentures governing the Convertible Notes.
Interest expense related to the Convertible Notes was $3.1 million and $3.2 million during the three months ended September 30, 2024 and 2023, respectively, and $9.4 million and $9.5 million during the nine months ended September 30, 2024 and 2023, respectively.
Cabot Securitisation Senior Facility
Cabot Securitisation UK Ltd (“Cabot Securitisation”), an indirect subsidiary of Encore, has a senior facility for a committed amount of £255.0 million (as amended, the “Cabot Securitisation Senior Facility”). Funds drawn under the Cabot Securitisation Senior Facility bear interest at a rate per annum equal to SONIA plus a margin of 3.20% plus, for periods after September 18, 2026, a step up margin ranging from 0% to 1.00%. The Cabot Securitisation Senior Facility matures in September 2028.
As of September 30, 2024, the outstanding borrowings under the Cabot Securitisation Senior Facility were £255.0 million (approximately $341.0 million based on an exchange rate of $1.00 to £0.75, the exchange rate as of September 30, 2024). The obligations of Cabot Securitisation under the Cabot Securitisation Senior Facility are secured by first ranking security interests over all of Cabot Securitisation’s property, assets and rights (including receivables purchased from Cabot Financial UK from time to time), the book value of which was approximately £333.1 million (approximately $445.5 million based on an exchange rate of $1.00 to £0.75, the exchange rate as of September 30, 2024) as of September 30, 2024. The weighted average interest rate of the Cabot Securitisation Senior Facility was 8.22% and 8.13% for the three months ended September 30, 2024 and 2023, respectively, and 8.34% and 7.49% for the nine months ended September 30, 2024 and 2023, respectively. As discussed in “Note 4, Derivatives and Hedging Instruments,” the Company uses interest rate cap contracts to manage its risk related to the interest rate fluctuations in its variable interest rate bearing debt. The weighted average interest rate of the Cabot Securitisation Senior Facility including the effect of the hedging instruments was 5.88% and 5.35% for the three months ended September 30, 2024 and 2023, respectively, and 5.63% and 5.28% for the nine months ended September 30, 2024 and 2023, respectively.
Cabot Securitisation is a securitized financing vehicle and is a VIE for consolidation purposes. Refer to “Note 8: Variable Interest Entities” for further details.
U.S. Facility
In October 2023, an indirect subsidiary of Encore (“U.S. Financing Subsidiary”), entered into a facility for a committed amount of $175.0 million (as amended, the “U.S. Facility”). The Company amended its U.S. Facility, effective September 17, 2024, to extend the maturity date from October 2026 to October 2027 and to increase the committed amount from $175.0 million to $300.0 million. Funds drawn under the U.S. Facility bear interest at a rate per annum equal to Term SOFR plus a margin of 3.50%.
As of September 30, 2024, the outstanding borrowings under the U.S. Facility were $150.0 million. The obligations under the U.S. Facility are secured by first ranking security interests over all of U.S. Financing Subsidiary’s assets and rights. As of September 30, 2024, this included receivables acquired from MCM, the book value of which was approximately $330.8 million. The weighted average interest rate of the U.S. Facility was 8.80% and 8.82% for the three and nine months ended September 30, 2024, respectively. As discussed in “Note 4: Derivatives and Hedging Instruments,” the Company uses interest rate derivative contracts to manage its risk related to the interest rate fluctuation in its variable interest rate bearing debt. The weighted average interest rate of the U.S. Facility including the effect of the hedging instruments was 7.86% and 7.94% for the three and nine months ended September 30, 2024, respectively.
The U.S. Facility is a securitized financing vehicle and is a VIE for consolidation purposes. Refer to “Note 8: Variable Interest Entities” for further details.
Note 8: Variable Interest Entities
A VIE is defined as a legal entity whose equity owners do not have sufficient equity at risk, or, as a group, the holders of the equity investment at risk lack any of the following three characteristics: decision-making rights, the obligation to absorb expected losses, or the right to receive expected residual returns of the entity. The primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and the obligation to absorb expected losses or the right to receive residual returns from the entity that could potentially be significant to the VIE. The Company consolidates VIEs when it is the primary beneficiary.
As of September 30, 2024, the Company’s VIEs include certain securitized financing vehicles and other immaterial special purpose entities that were created to purchase receivable portfolios in certain geographies. The Company is the primary beneficiary of these VIEs. The Company has the power to direct the activities of the VIEs including the ability to exercise discretion in the servicing of the financial assets and has the right to receive residual returns that could potentially be significant to the VIEs. The Company evaluates its relationships with its VIEs on an ongoing basis to ensure that it continues to be the primary beneficiary.
Most assets recognized as a result of consolidating these VIEs do not represent additional assets that could be used to satisfy claims against the Company’s general assets. Conversely, liabilities recognized as a result of consolidating these VIEs do not represent additional claims on the Company’s general assets; rather, they represent claims against the specific assets of the VIE.
A summary of the Company’s changes in accumulated other comprehensive loss by component is presented below (in thousands):
Three Months Ended September 30, 2024
Derivatives
Currency Translation Adjustments
Accumulated Other Comprehensive (Loss)/ Income
Balance at beginning of period
$
(2,122)
$
(127,836)
$
(129,958)
Other comprehensive income before reclassification
11,986
42,237
54,223
Reclassification
(35,301)
—
(35,301)
Tax effect
6,014
640
6,654
Balance at end of period
$
(19,423)
$
(84,959)
$
(104,382)
Three Months Ended September 30, 2023
Derivatives
Currency Translation Adjustments
Accumulated Other Comprehensive (Loss)/ Income
Balance at beginning of period
$
31,532
$
(102,432)
$
(70,900)
Other comprehensive loss before reclassification
(36,389)
(50,121)
(86,510)
Reclassification
30,079
—
30,079
Tax effect
(1,903)
(257)
(2,160)
Balance at end of period
$
23,319
$
(152,810)
$
(129,491)
Nine Months Ended September 30, 2024
Derivatives
Currency Translation Adjustments
Accumulated Other Comprehensive (Loss)/ Income
Balance at beginning of period
$
(3,093)
$
(120,827)
$
(123,920)
Other comprehensive income before reclassification
132
34,945
35,077
Reclassification
(18,703)
—
(18,703)
Tax effect
2,241
923
3,164
Balance at end of period
$
(19,423)
$
(84,959)
$
(104,382)
Nine Months Ended September 30, 2023
Derivatives
Currency Translation Adjustments
Accumulated Other Comprehensive (Loss)/ Income
Balance at beginning of period
$
36,494
$
(135,310)
$
(98,816)
Other comprehensive loss before reclassification
(39,720)
(16,581)
(56,301)
Reclassification
27,319
—
27,319
Tax effect
(774)
(919)
(1,693)
Balance at end of period
$
23,319
$
(152,810)
$
(129,491)
Note 10: Income Taxes
The Company’s effective tax rate for the three and nine months ended September 30, 2024 was 24.8% and 24.3%, respectively. For the three and nine months ended September 30, 2023, the Company’s effective tax rate was 35.7% and 29.7%, respectively. For the three and nine months ended September 30, 2024, the difference between the Company’s effective tax rate and the federal statutory rate was primarily due to state income taxes. For the three months ended September 30, 2023 the difference between the Company's effective tax rate and the federal statutory rate was primarily due to the recording of valuation allowances in certain foreign jurisdictions. For the nine months ended September 30, 2023, the difference between the Company's effective tax rate and the federal statutory rate was primarily due to state income taxes, an accrual related to state tax filing positions, and other foreign adjustments.
Each interim period is considered an integral part of the annual period and tax expense or benefit is measured using an estimated annual effective income tax rate. The estimated annual effective tax rate for the full year is applied to the respective interim period, taking into account year-to-date amounts and projected amounts for the year. Since the Company operates in foreign countries with varying tax rates, the Company’s quarterly effective tax rate is dependent on the level of income or loss from international operations in the reporting period.
The Company’s subsidiary in Costa Rica is operating under a 100% tax holiday through December 31, 2026. The impact of the tax holiday in Costa Rica for the three and nine months ended September 30, 2024 and 2023, was immaterial.
The Company is subject to income taxes in the U.S. and foreign jurisdictions. Significant judgment is required in evaluating uncertain tax positions and determining the provision for income taxes.
In December 2021, the Organization for Economic Cooperation and Development (“OECD”) enacted model rules for a new global minimum tax framework (“Pillar Two”). Under the Pillar Two rules, a company is required to determine a combined effective tax rate for each jurisdiction. If the jurisdictional effective tax rate determined under the Pillar Two rules is less than 15%, a top-up tax will be due to bring the jurisdictional effective tax rate up to 15%. In December 2022, European Union Member States adopted a directive implementing the Pillar Two rules requiring Member States to enact the directive into their national laws and these began to go into effect from January 1, 2024. The Company has estimated the applicable top-up tax and recorded this in tax expense for the three and nine months ended September 30, 2024. The estimated impact of top-up tax for the quarter was immaterial.
Note 11: Commitments and Contingencies
Litigation and Regulatory
The Company is involved in disputes, legal actions, regulatory investigations, inquiries, and other actions from time to time in the ordinary course of business. The Company, along with others in its industry, is routinely subject to legal actions asserting various claims, including those based on the Fair Debt Collection Practices Act (“FDCPA”), the Fair Credit Reporting Act (“FCRA”), the Telephone Consumer Protection Act (“TCPA”), comparable state statutes, state and federal unfair competition statutes, and common law causes of action. The violations of law investigated or alleged in these actions often include claims that the Company lacks specified licenses to conduct its business, attempts to collect debts on which the statute of limitations has run, has made inaccurate or unsupported assertions of fact in support of its collection actions and/or has acted improperly in connection with its efforts to contact consumers. Such litigation and regulatory actions could involve potential compensatory or punitive damage claims, fines, sanctions, injunctive relief, or changes in business practices. Many continue on for some length of time and involve substantial investigation, litigation, negotiation, and other expense and effort before a result is achieved, and during the process the Company often cannot determine the substance or timing of any eventual outcome.
As of September 30, 2024, there were no material developments in any of the legal proceedings disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 or any new material legal proceedings during the three and nine months ended September 30, 2024.
In certain legal proceedings, the Company may have recourse to insurance or third-party contractual indemnities to cover all or portions of its litigation expenses, judgments, or settlements. The Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. Where a range of loss can be reasonably estimated with no best estimate in the range, the Company records the minimum estimated liability. The Company continuously assesses the potential liability related to its pending litigation and regulatory matters and revises its estimates when additional information becomes available. The Company’s legal costs are recorded to expense as incurred. As of September 30, 2024, the Company has no material reserves for legal matters.
Purchase Commitments
In the normal course of business, the Company enters into forward flow purchase agreements. A forward flow purchase agreement is a commitment to purchase receivables over a duration that is typically three to twelve months, but can be longer, generally with a specifically defined volume range, frequency, and pricing. Typically, these forward flow contracts have provisions that allow for early termination or price re-negotiation should the underlying quality of the portfolio deteriorate over time or if any particular month’s delivery is materially different than the original portfolio used to price the forward flow contract. Certain of these forward flow purchase agreements may also have termination clauses, whereby the agreements can be canceled by either party upon providing a certain specified amount of notice.
As of September 30, 2024, the Company had entered into forward flow purchase agreements for the purchase of nonperforming loans with an estimated minimum aggregate purchase price of approximately $466.1 million. The Company
expects actual purchases under these forward flow purchase agreements to be significantly greater than the estimated minimum aggregate purchase price.
Note 12: Segment and Geographic Information
The Company conducts business through several operating segments. The Company’s Chief Operating Decision Maker relies on internal management reporting processes that provide segment revenue, segment operating income, and segment asset information in order to make financial decisions and allocate resources. The Company determined its operating segments meet the aggregation criteria, and therefore, it has one reportable segment, portfolio purchasing and recovery, based on similarities among the operating units including economic characteristics, the nature of the services, the nature of the production process, customer types for their services, the methods used to provide their services and the nature of the regulatory environment.
The following table presents information about geographic areas in which the Company operates (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Total revenues:
United States
$
258,300
$
201,550
$
717,186
$
608,533
Europe
United Kingdom
84,000
73,153
233,152
226,361
Other European countries(1)
24,415
34,916
98,707
110,210
Total Europe
108,415
108,069
331,859
336,571
Other geographies(1)
356
—
1,697
189
Total
$
367,071
$
309,619
$
1,050,742
$
945,293
________________________
(1)None of these countries comprise greater than 10% of the Company's consolidated revenues.
Note 13: Goodwill and Identifiable Intangible Assets
The Company’s goodwill is tested for impairment at the reporting unit level annually and in interim periods if certain events occur that indicate that the fair value of a reporting unit may be below its carrying value. Determining the number of reporting units and the fair value of a reporting unit requires the Company to make judgments and involves the use of significant estimates and assumptions.
The annual goodwill testing date for the reporting units that are included in the portfolio purchasing and recovery reportable segment is October 1st. There have been no events or circumstances during the three and nine months ended September 30, 2024, that have required the Company to perform an interim assessment of goodwill carried at these reporting units. Management continues to evaluate and monitor all key factors impacting the carrying value of the Company’s recorded goodwill and intangible assets. Adverse changes in the Company’s actual or expected operating results, market capitalization, business climate, economic factors or other negative events that may be outside the control of management could result in a material non-cash impairment charge in the future.
The Company’s goodwill is attributable to the MCM and Cabot reporting units included in its portfolio purchasing and recovery segment. The following tables summarize the activity in the Company’s goodwill balance (in thousands):
MCM
Cabot(1)
Total
Balance as of June 30, 2024
$
148,936
$
453,875
$
602,811
Effect of foreign currency translation
—
25,320
25,320
Balance as of September 30, 2024
$
148,936
$
479,195
$
628,131
______________________
(1)The amount is net of accumulated goodwill impairment loss of $238.2 million as of September 30, 2024 and June 30, 2024, related to the Cabot reporting unit.
There was no accumulated goodwill impairment loss as of September 30, 2023 and June 30, 2023.
MCM
Cabot(1)
Total
Balance as of December 31, 2023
$
148,936
$
457,539
$
606,475
Effect of foreign currency translation
—
21,656
21,656
Balance as of September 30, 2024
$
148,936
$
479,195
$
628,131
______________________
(1)The amount is net of accumulated goodwill impairment loss of $238.2 million as of September 30, 2024 and December 31, 2023, related to the Cabot reporting unit.
MCM
Cabot
Total
Balance as of December 31, 2022
$
148,936
$
672,278
$
821,214
Effect of foreign currency translation
—
4,796
4,796
Balance as of September 30, 2023
$
148,936
$
677,074
$
826,010
There was no accumulated goodwill impairment loss as of September 30, 2023 and December 31, 2022.
The Company’s acquired intangible assets are summarized as follows (in thousands):
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains “forward-looking statements” relating to Encore Capital Group, Inc. (“Encore”) and its subsidiaries (which we may collectively refer to as the “Company,” “we,” “our” or “us”) within the meaning of the securities laws. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” “intend,” “plan,” “will,” “may,” and similar expressions often characterize forward-looking statements. These statements may include, but are not limited to, projections of collections, revenues, income or loss, estimates of capital expenditures, plans for future operations, products or services, and financing needs or plans, as well as assumptions relating to these matters. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we caution that these expectations or predictions may not prove to be correct or we may not achieve the financial results, savings, or other benefits anticipated in the forward-looking statements. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties, some of which may be beyond our control or cannot be predicted or quantified, that could cause actual results to differ materially from those suggested by the forward-looking statements. Many factors including, but not limited to, those set forth in our Annual Report on Form 10-K under “Part I, Item 1A—Risk Factors” could cause our actual results, performance, achievements, or industry results to be very different from the results, performance, achievements or industry results expressed or implied by these forward-looking statements. Our business, financial condition, or results of operations could also be materially and adversely affected by other factors besides those listed. Forward-looking statements speak only as of the date the statements were made. We do not undertake any obligation to update or revise any forward-looking statements to reflect new information or future events, or for any other reason, even if experience or future events make it clear that any expected results expressed or implied by these forward-looking statements will not be realized. In addition, it is generally our policy not to make any specific projections as to future earnings, and we do not endorse projections regarding future performance that may be made by third parties.
Our Business
We are an international specialty finance company providing debt recovery solutions and other related services for consumers across a broad range of financial assets. We purchase portfolios of defaulted consumer receivables at deep discounts to face value and manage them by working with individuals as they repay their obligations and work toward financial recovery. Defaulted receivables are consumers’ unpaid financial commitments to credit originators, including banks, credit unions, consumer finance companies and commercial retailers. Defaulted receivables may also include receivables subject to bankruptcy proceedings. We also provide debt servicing and other portfolio management services to credit originators for non-performing loans in Europe.
Encore Capital Group, Inc. (“Encore”) has three business units: MCM, which consists of Midland Credit Management, Inc. and its subsidiaries and domestic affiliates; Cabot, which consists of Cabot Credit Management Limited (“CCM”) and its subsidiaries and European affiliates, and LAAP, which is comprised of our investments and operations in Latin America and Asia-Pacific.
MCM (United States)
Through MCM, we are a market leader in portfolio purchasing and recovery in the United States.
Cabot (Europe)
Through Cabot, we are one of the largest credit management services providers in Europe and the United Kingdom. Cabot, in addition to its primary business of portfolio purchasing and recovery, also provides a range of debt servicing offerings such as early stage collections, business process outsourcing (“BPO”), and contingent collections, including through Wescot Credit Services Limited (“Wescot”), a leading UK contingency debt collection and BPO services company.
LAAP (Latin America and Asia-Pacific)
We have purchased non-performing loans in Mexico. Additionally, we have invested in Encore Asset Reconstruction Company (“EARC”) in India.
To date, operating results from LAAP have not been significant to our total consolidated operating results. Our long-term growth strategy is focused on continuing to invest in our core portfolio purchasing and recovery business in the United States and United Kingdom and strengthening and developing our business in the rest of Europe.
As discussed in more detail under “Part I - Item 1 - Business - Government Regulation” contained in our Annual Report on Form 10-K, our operations in the United States are subject to federal, state and municipal statutes, rules, regulations and ordinances that establish specific guidelines and procedures that debt purchasers and collectors must follow when collecting consumer accounts, including among others, specific guidelines and procedures for communicating with consumers and prohibitions on unfair, deceptive or abusive debt collection practices.
Cabot (Europe)
As discussed in more detail under “Part I - Item 1 - Business - Government Regulation” contained in our Annual Report on Form 10-K, our operations in Europe are affected by foreign statutes, rules and regulations regarding debt collection and debt purchase activities. These statutes, rules, regulations, ordinances, guidelines and procedures are modified from time to time by the relevant authorities charged with their administration, which could affect the way we conduct our business.
Portfolio Purchasing and Recovery
MCM (United States)
In the United States, the defaulted consumer receivable portfolios we purchase are primarily charged-off credit card debt portfolios. A small percentage of our capital deployment in the United States is comprised of receivable portfolios subject to Chapter 13 and Chapter 7 bankruptcy proceedings.
We purchase receivables based on robust, account-level valuation methods and employ proprietary statistical and behavioral models across our U.S. operations. These methods and models generally allow us to value portfolios accurately (limiting the risk of overpaying), avoid buying portfolios that are incompatible with our methods or strategies and align the accounts we purchase with our business channels to maximize future collections. As a result, we have been able to realize significant returns from the receivables we acquire. We maintain strong relationships with many of the largest financial service providers in the United States.
Cabot (Europe)
In Europe, our purchased defaulted debt portfolios primarily consist of paying and non-paying consumer loan accounts. We purchase paying and non-paying receivable portfolios using a proprietary pricing model that utilizes account-level statistical and behavioral data. This model generally allows us to value portfolios accurately and quantify portfolio performance in order to maximize future collections. As a result, we have been able to realize significant returns from the assets we have acquired. We maintain strong relationships with many of the largest financial services providers in the United Kingdom and Europe.
Purchases and Collections
Portfolio Pricing, Supply and Demand
MCM (United States)
With lending reaching record levels and the highest U.S. charge-off rate in ten years, supply remains elevated at a record level. Issuers have continued to sell predominantly fresh portfolios. Fresh portfolios are portfolios that are generally sold within six months of the consumer’s account being charged-off by the financial institution. Pricing in the third quarter remained at favorable levels as a result of elevated market supply. Issuers continue to sell their volume in mostly forward flow arrangements that are often committed early in the calendar year. We believe growth in lending and rising delinquency rates will drive continued growth in supply.
We believe that smaller competitors continue to face difficulties in the portfolio purchasing market because of the high cost to operate due to regulatory pressure and increasing cost of capital. We believe this favors larger participants, like MCM, because the larger market participants are better able to adapt to these pressures and commit to larger forward flow agreements and fluctuating volumes.
Cabot (Europe)
The UK market for charged-off portfolios generally provides a relatively consistent pipeline of opportunities, despite a historically low level of charge-off rates, as creditors have embedded debt sales as an integral part of their business models. The percentage of volume that is sold in multi-year forward flow arrangements has been consistent.
The debt markets in France and Spain continue to be two of the largest in Europe with significant debt. Financial institutions continue to look to dispose of non-performing loans in these markets.
While we have seen a resumption of sales activity across all of our European markets, underlying default rates are generally low by historic levels, and sales levels are expected to fluctuate from quarter to quarter. In general, portfolio pricing remains competitive across our European footprint.
Purchases by Geographic Location
The following table summarizes purchases of receivable portfolios by geographic location during the periods presented (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
MCM (United States)
$
230,182
$
179,250
$
703,517
$
606,076
Cabot (Europe)
52,303
51,309
153,374
175,239
Total purchases of receivable portfolios
$
282,485
$
230,559
$
856,891
$
781,315
In the United States, capital deployment increased during the three and nine months ended September 30, 2024, as compared to the corresponding periods in the prior year. The majority of our deployments in the U.S. come from forward flow agreements, and the timing, contract duration, and volumes for each contract can fluctuate leading to variation when comparing to prior periods. Portfolio purchases in the U.S. were robust as supply increased and pricing improved.
In Europe, capital deployment remained relatively consistent during the three months ended September 30, 2024, as compared to the corresponding period in the prior year. Capital deployment decreased during the nine months ended September 30, 2024, primarily driven by continued competitive pricing environment in Europe. The decrease was partially offset by the favorable impact from foreign currency translation driven by the weakening of the U.S. dollar against the British Pound.
Collections from Purchased Receivables by Channel and Geographic Location
We utilize three channels for the collection of our purchased receivables: call center and digital collections; legal collections; and collection agencies. The call center and digital collections channel consists of collections that result from our call centers, direct mail program and online collections. The legal collections channel consists of collections that result from our internal legal channel or from our network of retained law firms. The collection agencies channel consists of collections from third-party collections agencies to whom we pay a fee or commission. We utilize this channel to supplement capacity in our internal call centers, to service accounts in regions where we do not have collections operations or for accounts purchased where we maintain the collection agency servicing relationship. The following table summarizes the total collections by collection channel and geographic area during the periods presented (in thousands):
Gross collections from purchased receivables increased by $84.9 million, or 18.3%, to $550.3 million during the three months ended September 30, 2024, as compared to $465.3 million during the three months ended September 30, 2023. Gross collections from purchased receivables increased by $203.7 million, or 14.5%, to $1,607.9 million during the nine months ended September 30, 2024, as compared to $1,404.2 million during the nine months ended September 30, 2023. The increases in collections in the United States were primarily a result of consistent increases in capital deployments in the United States in recent quarters. The increases in collections from purchased receivables in Europe were primarily due to the acquisition of portfolios with higher returns in recent periods. Additionally, collections in Europe were favorably impacted by foreign currency translation by approximately $3.2 million and $7.8 million during the three and nine months ended September 30, 2024, respectively, primarily as a result of the weakening of the U.S. dollar against the British Pound.
Results of Operations
Results of operations, in dollars and as a percentage of total revenues, were as follows for the periods presented (in thousands, except percentages):
Our revenues primarily include debt purchasing revenue, which is revenue recognized from engaging in debt purchasing and recovery activities. We apply our charge-off policy and fully write-off the amortized costs (i.e., face value net of noncredit discount) of the individual receivables we acquire immediately after purchasing the portfolio. We then record a negative allowance that represents the present value of all expected future recoveries for pools of receivables that share similar risk characteristics using a discounted cash flow approach, which is presented as “Investment in receivable portfolios, net” in our condensed consolidated statements of financial condition. The discount rate is an effective interest rate (or “purchase EIR”) established based on the purchase price of the portfolio and the expected future cash flows at the time of purchase.
Debt purchasing revenue includes two components:
(1) Revenue from receivable portfolios, which is the accretion of the discount on the negative allowance due to the passage of time (generally the portfolio balance multiplied by the EIR), and also includes all revenue from zero basis portfolio (“ZBA”) collections, and
(2) Changes in recoveries, which includes
(a) Recoveries above or below forecast, which is the difference between (i) actual cash collected/recovered during the current period and (ii) expected cash recoveries for the current period, which generally represents over or under performance for the period; and
(b) Changes in expected future recoveries, which is the present value change of expected future recoveries, where such change generally results from (i) collections “pulled forward from” or “pushed out to” future periods (i.e. amounts either collected early or expected to be collected later) and (ii) magnitude and timing changes to estimates of expected future collections (which can be increases or decreases).
30
Certain pools already fully recovered their cost basis and became zero basis portfolios (“ZBA”) prior to our adoption of the accounting standard for Financial Instruments - Credit Losses (“CECL”) in January 2020. We did not establish a negative allowance for these pools as we elected the Transition Resource Group for Credit Losses’ practical expedient to retain the integrity of these legacy pools. Similar to how we treated ZBA collections prior to the adoption of CECL, all subsequent collections to the ZBA pools are recognized as ZBA revenue, which is included in revenue from receivable portfolios in our condensed consolidated statements of income.
Servicing revenue consists primarily of fee-based income earned on accounts collected on behalf of others, primarily credit originators. We earn fee-based income by providing debt servicing (such as early stage collections, BPO, contingent collections, trace services and litigation activities) to credit originators for non-performing loans in Europe.
Other revenues primarily include revenues recognized from the sale of real estate assets that are acquired as a result of our investments in non-performing secured residential mortgage portfolios as well as direct acquisition of real estate assets in Europe and LAAP.
The following table summarizes revenues for the periods presented (in thousands, except percentages):
Three Months Ended September 30,
2024
2023
$ Change
% Change
Revenue recognized from portfolio basis
$
322,491
$
296,015
$
26,476
8.9
%
ZBA revenue
5,628
6,672
(1,044)
(15.6)
%
Revenue from receivable portfolios
328,119
302,687
25,432
8.4
%
Recoveries above (below) forecast
22,962
(4,274)
27,236
Changes in expected future recoveries
(10,287)
(12,793)
2,506
Changes in recoveries
12,675
(17,067)
29,742
(174.3)
%
Debt purchasing revenue
340,794
285,620
55,174
19.3
%
Servicing revenue
22,772
19,893
2,879
14.5
%
Other revenues
3,505
4,106
(601)
(14.6)
%
Total revenues
$
367,071
$
309,619
$
57,452
18.6
%
Nine Months Ended September 30,
2024
2023
$ Change
% Change
Revenue recognized from portfolio basis
$
947,907
$
877,914
$
69,993
8.0
%
ZBA revenue
17,994
21,631
(3,637)
(16.8)
%
Revenue from receivable portfolios
965,901
899,545
66,356
7.4
%
Recoveries above (below) forecast
51,258
(20,109)
71,367
Changes in expected future recoveries
(45,238)
(9,945)
(35,293)
Changes in recoveries
6,020
(30,054)
36,074
(120.0)
%
Debt purchasing revenue
971,921
869,491
102,430
11.8
%
Servicing revenue
64,258
63,486
772
1.2
%
Other revenues
14,563
12,316
2,247
18.2
%
Total revenues
$
1,050,742
$
945,293
$
105,449
11.2
%
31
Our operating results are impacted by foreign currency translation, which represents the effect of translating operating results where the functional currency is different than our U.S. dollar reporting currency. The strengthening of the U.S. dollar relative to other foreign currencies has an unfavorable impact on our international revenues, and the weakening of the U.S. dollar relative to other foreign currencies has a favorable impact on our international revenues. Our revenues were favorably impacted by foreign currency translation by approximately $2.5 million and $6.2 million during the three and nine months ended September 30, 2024, respectively, primarily as a result of the weakening of the U.S. dollar against the British Pound by approximately 2.7% and 2.6% for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023, respectively.
The increases in revenue recognized from portfolio basis during the three and nine months ended September 30, 2024, as compared to the three and nine months ended September 30, 2023, were primarily due to a higher portfolio basis (i.e. a higher investment in receivable balance) in the U.S. driven by a consistent higher volume of purchases in the past several quarters.
As discussed above, ZBA revenue represents collections from our legacy ZBA pools. We expect our ZBA revenue to continue to decline as we collect on these legacy pools. We do not expect to have new ZBA pools in the future.
Recoveries above or below forecast represent over and under-performance in the reporting period, respectively. Collections during the three and nine months ended September 30, 2024, over-performed the forecasted collections by approximately $23.0 million and $51.3 million, respectively. Collections during the three and nine months ended September 30, 2023, under-performed the forecasted collections by approximately $4.3 million and $20.1 million, respectively.
When reassessing the forecasts of expected lifetime recoveries during the three months ended September 30, 2024, management considered, among other factors, historical and current collection performance, changes in consumer behavior, and the macroeconomic environment. Most of the current period collections over-performance was from recent vintages acquired in 2023 and 2024 and did not trigger any significant forecasting adjustments to the estimated remaining collections. Therefore, no significant changes in future expected recoveries were recognized as a result of our recurring forecasting process. We recognized approximately $7.8 million of negative changes in expected future recoveries during the three and nine months ended September 30, 2024 resulting from the sale of certain portfolios associated with the exit of our secured non-performing mortgage loan business in Spain in September 2024. As a result of the above, we recorded net negative changes in expected future recoveries of approximately $10.3 million, and $45.2 million during the three and nine months ended September 30, 2024, respectively. During the three and nine months ended September 30, 2023, we recorded approximately $12.8 million and $9.9 million in net negative changes in expected future recoveries, respectively.
32
The following tables summarize collections from purchased receivables, revenue from receivable portfolios, end of period receivable balance and other related supplemental data, by year of purchase (in thousands, except percentages):
Three Months Ended September 30, 2024
As of September 30, 2024
Collections
Revenue from Receivable Portfolios
Changes in Recoveries
Investment in Receivable Portfolios
Monthly EIR
United States:
ZBA
$
5,628
$
5,628
$
—
$
—
—
%
2011
2,670
2,130
465
752
88.6
%
2012
2,494
2,518
(323)
1,763
42.0
%
2013
6,307
5,515
386
4,266
40.5
%
2014
4,233
2,696
616
12,910
6.7
%
2015
4,037
1,877
1,492
15,819
3.9
%
2016
6,976
3,384
2,669
27,226
4.2
%
2017
9,748
5,662
2,234
33,308
5.5
%
2018
15,488
8,060
1,627
63,173
4.0
%
2019
27,024
14,526
(1,113)
117,894
3.8
%
2020
30,170
16,384
(1,069)
137,464
3.7
%
2021
30,867
16,397
963
130,575
3.9
%
2022
61,009
28,531
2,177
289,780
3.1
%
2023
117,460
66,842
7,805
656,348
3.3
%
2024
77,591
54,500
5,721
674,257
3.4
%
Subtotal
401,702
234,650
23,650
2,165,535
3.6
%
Europe:
ZBA
—
—
—
—
—
%
2013
13,674
11,591
(918)
121,015
3.2
%
2014
12,751
10,074
330
113,901
3.0
%
2015
8,651
6,226
(645)
84,119
2.4
%
2016(1)
7,157
5,552
(5,960)
64,238
2.7
%
2017
9,937
6,284
185
111,792
1.9
%
2018
9,916
6,653
(4,698)
139,021
1.6
%
2019
11,765
6,901
(555)
121,893
1.9
%
2020
7,927
4,982
(2,669)
72,052
2.2
%
2021
12,796
8,804
(710)
155,417
1.9
%
2022
16,046
8,471
1,912
181,895
1.6
%
2023
22,478
9,849
(216)
220,592
1.5
%
2024
14,700
8,082
2,473
148,590
2.2
%
Subtotal
147,798
93,469
(11,471)
1,534,525
2.1
%
Other geographies:(2)
All vintages
768
—
496
19,200
—
%
Subtotal
768
—
496
19,200
—
%
Total
$
550,268
$
328,119
$
12,675
$
3,719,260
3.0
%
_______________________
(1)Portfolio balance includes non-accrual pool groups. The EIR presented is only for pool groups that accrete portfolio revenue.
(2)All portfolios are on non-accrual basis. Annual pool groups for other geographies have been aggregated for disclosure purposes.
33
Three Months Ended September 30, 2023
As of September 30, 2023
Collections
Revenue from Receivable Portfolios
Changes in Recoveries
Investment in Receivable Portfolios
Monthly EIR
United States:
ZBA
$
6,671
$
6,671
$
—
$
—
—
%
2011
3,362
3,025
397
1,209
88.6
%
2012
4,031
3,468
580
2,839
42.0
%
2013
8,671
7,875
517
6,347
40.5
%
2014
5,206
3,360
712
16,086
6.7
%
2015
4,650
2,533
511
20,581
3.9
%
2016
8,236
4,688
599
35,986
4.1
%
2017
13,575
8,310
677
46,989
5.5
%
2018
20,980
12,041
(970)
93,742
4.0
%
2019
38,084
21,762
(4,069)
176,282
3.8
%
2020
45,294
24,793
(2,777)
207,618
3.7
%
2021
45,490
25,825
(7,422)
199,488
3.9
%
2022
66,028
43,223
(4,367)
450,261
3.1
%
2023
59,708
42,693
6,894
593,886
3.1
%
Subtotal
329,986
210,267
(8,718)
1,851,314
3.7
%
Europe:
ZBA
1
1
—
—
—
%
2013
13,916
13,071
(4,720)
125,830
3.2
%
2014
13,657
11,195
(2,415)
116,705
3.0
%
2015
9,442
6,850
(1,249)
87,125
2.5
%
2016(1)
7,937
6,109
40
69,477
2.8
%
2017
11,350
7,340
(880)
122,295
1.9
%
2018
12,015
7,915
(1,701)
159,945
1.6
%
2019
13,757
7,910
743
133,199
1.9
%
2020
9,160
5,969
661
85,211
2.2
%
2021
13,860
10,250
(1,252)
173,952
1.9
%
2022
17,410
9,990
(14)
201,110
1.6
%
2023
12,001
5,820
2,409
164,707
1.4
%
Subtotal
134,506
92,420
(8,378)
1,439,556
2.0
%
Other geographies:(2)
All vintages
847
—
29
29,674
—
%
Subtotal
847
—
29
29,674
—
%
Total
$
465,339
$
302,687
$
(17,067)
$
3,320,544
3.0
%
______________________
(1)Portfolio balance includes non-accrual pool groups. The EIR presented is only for pool groups that accrete portfolio revenue.
(2)Annual pool groups for other geographies have been aggregated for disclosure purposes.
34
Nine Months Ended September 30, 2024
As of September 30, 2024
Collections
Revenue from Receivable Portfolios
Changes in Recoveries
Investment in Receivable Portfolios
Monthly EIR
United States:
ZBA
$
17,992
$
17,992
$
—
$
—
—
%
2011
7,847
7,015
581
752
88.6
%
2012
8,243
8,283
(756)
1,763
42.0
%
2013
20,561
18,132
1,096
4,266
40.5
%
2014
12,793
8,778
653
12,910
6.7
%
2015
12,254
6,106
2,928
15,819
3.9
%
2016
21,643
11,200
4,168
27,226
4.2
%
2017
30,891
18,861
2,554
33,308
5.5
%
2018
50,210
26,744
2,904
63,173
4.0
%
2019
87,945
48,474
(3,375)
117,894
3.8
%
2020
100,826
54,709
(3,478)
137,464
3.7
%
2021
104,611
54,361
5,270
130,575
3.9
%
2022
199,446
96,269
(5,021)
289,780
3.1
%
2023
362,724
215,070
14,708
656,348
3.3
%
2024
129,823
96,633
6,327
674,257
3.4
%
Subtotal
1,167,809
688,627
28,559
2,165,535
3.6
%
Europe:
ZBA
2
2
—
—
—
%
2013
40,793
35,227
(4,664)
121,015
3.2
%
2014
38,392
30,848
(2,634)
113,901
3.0
%
2015
25,718
18,980
(1,839)
84,119
2.4
%
2016(1)
22,994
17,146
(6,000)
64,238
2.7
%
2017
30,747
19,327
(1,321)
111,792
1.9
%
2018
32,407
20,670
(11,196)
139,021
1.6
%
2019
36,012
21,225
(1,186)
121,893
1.9
%
2020
24,257
15,624
(2,769)
72,052
2.2
%
2021
40,075
26,843
(1,355)
155,417
1.9
%
2022
49,632
26,240
1,209
181,895
1.6
%
2023
68,229
30,695
3,203
220,592
1.5
%
2024
28,461
14,447
4,166
148,590
2.2
%
Subtotal
437,719
277,274
(24,386)
1,534,525
2.1
%
Other geographies:(2)
All vintages
2,355
—
1,847
19,200
—
%
Subtotal
2,355
—
1,847
19,200
—
%
Total
$
1,607,883
$
965,901
$
6,020
$
3,719,260
3.0
%
_______________________
(1)Portfolio balance includes non-accrual pool groups. The EIR presented is only for pool groups that accrete portfolio revenue.
(2)All portfolios are on non-accrual basis. Annual pool groups for other geographies have been aggregated for disclosure purposes.
35
Nine Months Ended September 30, 2023
As of September 30, 2023
Collections
Revenue from Receivable Portfolios
Changes in Recoveries
Investment in Receivable Portfolios
Monthly EIR
United States:
ZBA
$
21,614
$
21,614
$
—
$
—
—
%
2011
10,569
9,392
1,060
1,209
88.6
%
2012
12,700
10,730
1,720
2,839
42.0
%
2013
27,380
25,257
1,068
6,347
40.5
%
2014
16,257
10,755
2,243
16,086
6.7
%
2015
15,364
8,326
1,263
20,581
3.9
%
2016
27,926
15,457
1,922
35,986
4.1
%
2017
46,684
27,579
3,724
46,989
5.5
%
2018
72,025
40,120
(3,028)
93,742
4.0
%
2019
131,426
71,881
(709)
176,282
3.8
%
2020
156,099
82,302
368
207,618
3.7
%
2021
149,638
86,576
(17,139)
199,488
3.9
%
2022
204,751
138,525
(23,655)
450,261
3.1
%
2023
102,039
74,515
16,667
593,886
3.1
%
Subtotal
994,472
623,029
(14,496)
1,851,314
3.7
%
Europe:
ZBA
17
17
—
—
—
%
2013
44,291
39,642
(8,091)
125,830
3.2
%
2014
41,970
34,087
(4,107)
116,705
3.0
%
2015
27,507
20,849
(2,306)
87,125
2.5
%
2016(1)
27,315
19,146
86
69,477
2.8
%
2017
37,562
22,710
(1,589)
122,295
1.9
%
2018
36,684
24,452
(6,556)
159,945
1.6
%
2019
41,831
24,271
1,233
133,199
1.9
%
2020
29,104
18,258
3,530
85,211
2.2
%
2021
44,789
31,147
(26)
173,952
1.9
%
2022
52,840
31,090
(3,562)
201,110
1.6
%
2023
22,722
10,847
5,801
164,707
1.4
%
Subtotal
406,632
276,516
(15,587)
1,439,556
2.0
%
Other geographies:(2)
All vintages
3,113
—
29
29,674
—
%
Subtotal
3,113
—
29
29,674
—
%
Total
$
1,404,217
$
899,545
$
(30,054)
$
3,320,544
3.0
%
____________________
(1)Portfolio balance includes non-accrual pool groups. The EIR presented is only for pool groups that accrete portfolio revenue.
(2)Annual pool groups for other geographies have been aggregated for disclosure purposes.
Servicing revenues increased by approximately $2.9 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The increase was primarily attributable to increased demand from BPO clients. Service revenues remained relatively consistent during the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023.
Other revenues remained relatively consistent during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. Other revenues increased during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily driven by increase of gains recognized on the sale of real estate assets.
The following tables summarize operating expenses for the periods presented (in thousands, except percentages):
Three Months Ended September 30,
2024
2023
$ Change
% Change
Salaries and employee benefits
$
107,502
$
95,067
$
12,435
13.1
%
Cost of legal collections
67,339
56,274
11,065
19.7
%
General and administrative expenses
38,808
35,559
3,249
9.1
%
Other operating expenses
31,804
27,959
3,845
13.8
%
Collection agency commissions
7,370
8,046
(676)
(8.4)
%
Depreciation and amortization
8,158
11,196
(3,038)
(27.1)
%
Total operating expenses
$
260,981
$
234,101
$
26,880
11.5
%
Nine Months Ended September 30,
2024
2023
$ Change
% Change
Salaries and employee benefits
$
318,294
$
294,772
$
23,522
8.0
%
Cost of legal collections
190,309
167,525
22,784
13.6
%
General and administrative expenses
111,828
108,053
3,775
3.5
%
Other operating expenses
93,016
81,864
11,152
13.6
%
Collection agency commissions
22,308
26,583
(4,275)
(16.1)
%
Depreciation and amortization
23,467
32,768
(9,301)
(28.4)
%
Total operating expenses
$
759,222
$
711,565
$
47,657
6.7
%
Our operating results are impacted by foreign currency translation, which represents the effect of translating operating results where the functional currency is different than our U.S. dollar reporting currency. The strengthening of the U.S. dollar relative to other foreign currencies has a favorable impact on our international operating expenses, and the weakening of the U.S. dollar relative to other foreign currencies has an unfavorable impact on our international operating expenses. Our operating results were unfavorably impacted by foreign currency translation by approximately $1.8 million and $4.7 million during the three and nine months ended September 30, 2024, respectively, primarily as a result of the weakening of the U.S. dollar against the British Pound by approximately 2.7% and 2.6% for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023, respectively.
Operating expenses are explained in more detail as follows:
Salaries and Employee Benefits
The increase in salaries and employee benefits during the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, was primarily due to the following reasons:
•An increase in salaries and bonus of approximately $8.9 million primarily due to an increase in overall headcount; and
•An increase in employee benefits and payroll taxes of approximately $2.8 million.
The increase in salaries and employee benefits during the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, was primarily due to the following reasons:
•An increase in salaries and bonus of approximately $16.6 million primarily due to an increase in overall headcount; and
•An increase in employee benefits and payroll taxes of approximately $6.2 million.
Cost of legal collections primarily includes contingent fees paid to our external network of attorneys and the cost of litigation. We pursue legal collections using a network of attorneys that specialize in collection matters and through our internal legal channel. Under the agreements with our contracted attorneys, we advance certain out-of-pocket court costs. Cost of legal collections does not include internal legal channel employee costs, which are included in salaries and employee benefits in our condensed consolidated statements of income.
The following tables summarize our cost of legal collections during the periods presented (in thousands, except percentages):
Three Months Ended September 30,
2024
2023
$ Change
% Change
Court costs
$
44,282
$
34,720
$
9,562
27.5
%
Legal collection fees
23,057
21,554
1,503
7.0
%
Total cost of legal collections
$
67,339
$
56,274
$
11,065
19.7
%
Nine Months Ended September 30,
2024
2023
$ Change
% Change
Court costs
$
124,250
$
97,746
$
26,504
27.1
%
Legal collection fees
66,059
69,779
(3,720)
(5.3)
%
Total cost of legal collections
$
190,309
$
167,525
$
22,784
13.6
%
The increases of cost of legal collections during the three and nine months ended September 30, 2024, as compared to the three and nine months ended September 30, 2023, were primarily due to increased legal placements in this channel in the U.S. The increase in cost of legal collections during the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, was partially offset by decreased contingent fees paid to our external network of attorneys as we grow our legal collection activities through our internal legal channel.
General and Administrative Expenses
The increase in general and administrative expense during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, was primarily due to the following reasons:
•Approximately $2.9 million of increased general and administrative expense include costs associated with our information technology.
The increase in general and administrative expense during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, was primarily due to the following reasons:
•An increase in information technology expenses of approximately $6.0 million; and
•The increase was partially offset by a decrease in consulting fees of approximately $1.5 million and a decrease in facilities fees of approximately $1.4 million.
Other Operating Expenses
The increase in other operating expenses during the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, was primarily due to an increase in postage and printing expenses and an increase in collections bank charges and trace agencies fees of approximately $3.1 million and $0.9 million, respectively. The increase in other operating expenses during the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, was primarily due to an increase in postage and printing expenses and an increase in collections bank charges and trace agencies fees of approximately $8.0 million and $2.4 million, respectively.
Collection agency commissions are commissions paid to third-party collection agencies. Collections through the collections agencies channel are predominately in Europe and vary from period to period depending on, among other things, the number of accounts placed with an agency versus accounts collected internally. Commission rates vary depending on, among other things, the amount of time that has passed since the charge-off of the accounts placed with an agency, the asset class, and the geographic location of the receivables. Generally, freshly charged-off accounts have a lower commission rate than accounts that have been charged off for a longer period of time, and commission rates for purchased bankruptcy portfolios are lower than the commission rates for charged-off credit card accounts. Collection agency commissions decreased by approximately $0.7 million and $4.3 million during the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023, respectively. The decreases were primarily due to fewer accounts placed with external agencies and favorable commission rates received from such agencies in Europe.
Depreciation and Amortization
The decrease in depreciation and amortization expenses during the three and nine months ended September 30, 2024, as compared to three and nine months ended September 30, 2023, was primarily due to smaller depreciable and amortizable asset balances during the three and nine months ended September 30, 2024, as compared to three and nine months ended September 30, 2023. Depreciation expenses and amortization expenses decreased by approximately $1.8 million and $1.2 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, and by approximately $5.8 million and $3.5 million during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, respectively.
Interest Expense
The following tables summarize our interest expense for the periods presented (in thousands, except percentages):
Three Months Ended September 30,
2024
2023
$ Change
% Change
Stated interest on debt obligations
$
62,467
$
46,692
$
15,775
33.8
%
Amortization of debt issuance costs
3,991
3,503
488
13.9
%
Amortization of debt discount
448
363
85
23.4
%
Total interest expense
$
66,906
$
50,558
$
16,348
32.3
%
Nine Months Ended September 30,
2024
2023
$ Change
% Change
Stated interest on debt obligations
$
171,668
$
134,850
$
36,818
27.3
%
Amortization of debt issuance costs
11,071
11,453
(382)
(3.3)
%
Amortization of debt discount
1,308
1,073
235
21.9
%
Total interest expense
$
184,047
$
147,376
$
36,671
24.9
%
The increase in interest expense during the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, was primarily due to the following reasons:
•The effect resulting from increased average debt balance of approximately $6.0 million; and
•The effect resulting from rising interest rates of approximately $9.1 million; and
•An unfavorable impact of foreign currency translation of approximately $0.6 million driven by the weakening of the U.S. dollar against the British Pound.
The increase in interest expense during the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, was primarily due to the following reasons:
•The effect resulting from increased average debt balance of approximately $17.7 million;
•The effect resulting from rising interest rates of approximately $17.9 million; and
•An unfavorable impact of foreign currency translation of approximately $1.2 million driven by the weakening of the U.S. dollar against the British Pound.
Other income or expense consists primarily of foreign currency exchange gains or losses, interest income, and gains or losses recognized on certain transactions outside of our normal course of business. Other income, net, was $1.6 million and $6.3 million during the three and nine months ended September 30, 2024, respectively. Other income, net, was $5.1 million and $5.1 million during the three and nine months ended September 30, 2023, respectively. Interest income included in other income, net of other expense, was approximately $1.9 million and $5.0 million for the three and nine months ended September 30, 2024, respectively, and $1.3 million and $3.4 million for the three and nine months ended September 30, 2023, respectively.
Provision for Income Taxes
Provision for income taxes and effective tax rate are as follows for the periods presented ($in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Provision for income taxes
$
10,119
$
10,724
$
27,701
$
27,162
Effective tax rate
24.8
%
35.7
%
24.3
%
29.7
%
For the three and nine months ended September 30, 2024, the differences between our effective tax rate and the federal statutory rate were primarily due to state income taxes. For the three months ended September 30, 2023 the difference between our effective tax rate and the federal statutory rate was primarily due to the recording of valuation allowances in certain foreign jurisdictions. For the nine months ended September 30, 2023, the difference between our effective tax rate and the federal statutory rate was primarily due to state income taxes, an accrual related to state tax filing positions, and other foreign adjustments.
Non-GAAP Disclosure
In addition to the financial information prepared in conformity with Generally Accepted Accounting Principles (“GAAP”), we provide historical non-GAAP financial information. Management believes that the presentation of such non-GAAP financial information is meaningful and useful in understanding the activities and business metrics of our operations. Management believes that these non-GAAP financial measures reflect an additional way of viewing aspects of our business that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business.
Management believes that the presentation of these measures provides investors with greater transparency and facilitates comparison of operating results across a broad spectrum of companies with varying capital structures, compensation strategies, derivative instruments, and amortization methods, which provide a more complete understanding of our financial performance, competitive position, and prospects for the future. Readers should consider the information in addition to, but not instead of, our financial statements prepared in accordance with GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of these measures for comparative purposes.
Adjusted EBITDA. Management utilizes adjusted EBITDA (defined as net income before interest income and expense, taxes, depreciation and amortization, stock-based compensation expenses, acquisition, integration and restructuring related expenses, and other charges or gains that are not indicative of ongoing operations), in the evaluation of our operating performance. Adjusted EBITDA for the periods presented is as follows (in thousands):
Acquisition, integration and restructuring related expenses(2)
162
594
4,364
6,574
Adjusted EBITDA
$
117,823
$
90,676
$
332,069
$
282,273
Collections applied to principal balance(3)
$
223,292
$
188,872
$
666,766
$
562,511
_______________________
(1)Amount represents gain or loss recognized on derivative instruments that are not designated as hedging instruments or gain or loss recognized on derivative instruments upon dedesignation of hedge relationships. We adjust for this amount because we believe the gain or loss on derivative contracts is not indicative of ongoing operations.
(2)Amount represents acquisition, integration and restructuring related expenses. We adjust for this amount because we believe these expenses are not indicative of ongoing operations; therefore, adjusting for these expenses enhances comparability to prior periods, anticipated future periods, and our competitors’ results.
(3)Collections applied to principal balance is calculated in the table below:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Collections applied to investment in receivable portfolios, net
The tables included in this supplemental performance data section include detail for purchases, collections and ERC by year of purchase.
Our collection expectations are based on account characteristics and economic variables. Additional adjustments are made to account for qualitative factors that may affect the payment behavior of our consumers and servicing related adjustments to ensure our collection expectations are aligned with our operations. We continue to refine our process of forecasting collections both domestically and internationally with a focus on operational enhancements. Our collection expectations vary between types of portfolio and geographic location. As a result, past performance of pools in certain geographic locations or of certain types of portfolio are not necessarily a suitable indicator of future results in other locations or for other types of portfolio.
The supplemental performance data presented in this section is impacted by foreign currency translation, which represents the effect of translating financial results where the functional currency of our foreign subsidiary is different than our U.S. dollar reporting currency. For example, the strengthening of the U.S. dollar relative to other foreign currencies has an unfavorable reporting impact on our international purchases, collections, and ERC, and the weakening of the U.S. dollar relative to other foreign currencies has a favorable impact on our international purchases, collections, and ERC.
We utilize proprietary forecasting models to continuously evaluate the economic life of each pool.
Cumulative Collections Money Multiple - Cumulative Collections from Purchased Receivables to Purchase Price Multiple
The following table summarizes our receivable purchases, related gross collections, and cumulative collections money multiples (in thousands, except multiples):
Year of Purchase
Purchase
Price(1)
Cumulative Collections through September 30, 2024
<2015
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Total(2)
CCMM(3)
United States:
<2015
$
3,762,057
$
7,258,767
$
1,076,324
$
739,743
$
519,613
$
372,705
$
290,351
$
216,962
$
186,927
$
140,814
$
112,180
$
67,436
$
10,981,822
2.9
2015
499,034
—
105,610
231,102
186,391
125,673
85,042
64,133
42,774
25,655
19,518
12,254
898,152
1.8
2016
552,970
—
—
110,875
283,035
234,690
159,279
116,452
87,717
51,650
35,130
21,643
1,100,471
2.0
2017
527,444
—
—
—
111,902
315,853
255,048
193,328
144,243
85,348
57,985
30,891
1,194,598
2.3
2018
629,214
—
—
—
—
175,042
351,696
308,302
228,919
144,566
89,548
50,210
1,348,283
2.1
2019
675,139
—
—
—
—
—
174,693
416,315
400,250
256,444
164,106
87,945
1,499,753
2.2
2020
537,732
—
—
—
—
—
—
213,450
430,514
311,573
194,522
100,826
1,250,885
2.3
2021
403,735
—
—
—
—
—
—
—
120,354
240,605
188,895
104,611
654,465
1.6
2022
549,745
—
—
—
—
—
—
—
—
98,277
268,516
199,446
566,239
1.0
2023
807,874
—
—
—
—
—
—
—
—
—
184,182
362,724
546,906
0.7
2024
701,121
—
—
—
—
—
—
—
—
—
—
129,823
129,823
0.2
Subtotal
9,646,065
7,258,767
1,181,934
1,081,720
1,100,941
1,223,963
1,316,109
1,528,942
1,641,698
1,354,932
1,314,582
1,167,809
20,171,397
2.1
Europe:
<2015
1,242,208
519,115
410,256
322,275
284,799
261,696
218,565
177,458
178,076
134,094
112,284
79,185
2,697,803
2.2
2015
419,941
—
65,870
127,084
103,823
88,065
72,277
55,261
57,817
42,660
36,249
25,720
674,826
1.6
2016
258,218
—
—
44,641
97,587
83,107
63,198
51,609
51,017
40,214
35,278
22,994
489,645
1.9
2017
461,571
—
—
—
68,111
152,926
118,794
87,549
86,107
61,762
48,763
30,747
654,759
1.4
2018
432,258
—
—
—
—
49,383
118,266
78,846
80,629
61,691
49,675
32,407
470,897
1.1
2019
273,354
—
—
—
—
—
44,118
80,502
88,448
63,607
54,544
36,012
367,231
1.3
2020
116,227
—
—
—
—
—
—
22,721
59,803
45,757
37,363
24,257
189,901
1.6
2021
255,788
—
—
—
—
—
—
—
43,082
66,529
58,515
40,075
208,201
0.8
2022
244,508
—
—
—
—
—
—
—
—
36,957
70,385
49,632
156,974
0.6
2023
259,255
—
—
—
—
—
—
—
—
—
40,975
68,229
109,204
0.4
2024
153,374
—
—
—
—
—
—
—
—
—
—
28,461
28,461
0.2
Subtotal
4,116,702
519,115
476,126
494,000
554,320
635,177
635,218
553,946
644,979
553,271
544,031
437,719
6,047,902
1.5
Other geographies(4):
All vintages
340,283
40,293
42,665
109,884
112,383
108,480
75,601
28,960
20,682
3,334
3,954
2,355
548,591
1.6
Subtotal
340,283
40,293
42,665
109,884
112,383
108,480
75,601
28,960
20,682
3,334
3,954
2,355
548,591
1.6
Total
$
14,103,050
$
7,818,175
$
1,700,725
$
1,685,604
$
1,767,644
$
1,967,620
$
2,026,928
$
2,111,848
$
2,307,359
$
1,911,537
$
1,862,567
$
1,607,883
$
26,767,890
1.9
________________________
(1)Adjusted for Put-Backs and Recalls. Put-Backs (“Put-Backs”) and recalls (“Recalls”) represent ineligible accounts that are returned by us or recalled by the seller pursuant to specific guidelines as set forth in the respective purchase agreement.
(2)Cumulative collections from inception through September 30, 2024, excluding collections on behalf of others.
(3)Cumulative Collections Money Multiple (“CCMM”) through September 30, 2024 refers to cumulative collections as a multiple of purchase price.
(4)Annual pool groups for other geographies have been aggregated for disclosure purposes.
Purchase Price Multiple - Total Estimated Collections from Purchased Receivables to Purchase Price Multiple
The following table summarizes our purchases, resulting historical gross collections, estimated remaining gross collections from purchased receivables, and purchase price multiple (in thousands, except multiples):
Purchase Price(1)
Historical
Collections(2)
Estimated Remaining Collections
Total Estimated Gross Collections
Purchase Price Multiple(3)
United States:
<2015(4)
$
3,762,057
$
10,981,822
$
189,210
$
11,171,032
3.0
2015
499,034
898,152
33,940
932,092
1.9
2016
552,970
1,100,471
60,014
1,160,485
2.1
2017
527,444
1,194,598
90,823
1,285,421
2.4
2018
629,214
1,348,283
144,961
1,493,244
2.4
2019
675,139
1,499,753
259,584
1,759,337
2.6
2020
537,732
1,250,885
301,194
1,552,079
2.9
2021
403,735
654,465
295,993
950,458
2.4
2022
549,745
566,239
565,286
1,131,525
2.1
2023
807,874
546,906
1,355,471
1,902,377
2.4
2024
701,121
129,823
1,506,417
1,636,240
2.3
Subtotal
9,646,065
20,171,397
4,802,893
24,974,290
2.6
Europe:
<2015(4)
1,242,208
2,697,803
898,510
3,596,313
2.9
2015(4)
419,941
674,826
249,529
924,355
2.2
2016
258,218
489,645
193,724
683,369
2.6
2017
461,571
654,759
257,876
912,635
2.0
2018
432,258
470,897
294,891
765,788
1.8
2019
273,354
367,231
275,856
643,087
2.4
2020
116,227
189,901
169,723
359,624
3.1
2021
255,788
208,201
337,982
546,183
2.1
2022
244,508
156,974
346,132
503,106
2.1
2023
259,255
109,204
392,651
501,855
1.9
2024
153,374
28,461
317,749
346,210
2.3
Subtotal
4,116,702
6,047,902
3,734,623
9,782,525
2.4
Other geographies(5):
All vintages
340,283
548,591
33,075
581,666
1.7
Subtotal
340,283
548,591
33,075
581,666
1.7
Total
$
14,103,050
$
26,767,890
$
8,570,591
$
35,338,481
2.5
________________________
(1)Purchase price refers to the cash paid to a seller to acquire a portfolio less Put-backs, Recalls, and other adjustments. Put-Backs and Recalls represent ineligible accounts that are returned by us or recalled by the seller pursuant to specific guidelines as set forth in the respective purchase agreement.
(2)Cumulative collections from inception through September 30, 2024, excluding collections on behalf of others.
(3)Purchase Price Multiple represents total estimated gross collections divided by the purchase price.
(4)Includes portfolios acquired in connection with certain business combinations.
(5)Annual pool groups for other geographies have been aggregated for disclosure purposes.
Estimated Remaining Gross Collections by Year of Purchase
The following table summarizes our estimated remaining gross collections from purchased receivable portfolios and estimated future cash flows from real estate-owned assets (in thousands):
Estimated Remaining Gross Collections by Year of Purchase(1)
2024(3)
2025
2026
2027
2028
2029
2030
2031
2032
>2032
Total(2)
United States:
<2015(4)
$
18,489
$
59,018
$
39,197
$
26,518
$
17,955
$
11,824
$
7,582
$
4,597
$
2,623
$
1,407
$
189,210
2015
3,507
10,708
6,434
4,107
2,895
2,043
1,444
1,024
727
1,051
33,940
2016
6,103
19,224
11,435
7,097
4,990
3,515
2,481
1,754
1,244
2,171
60,014
2017
8,559
26,844
17,950
11,461
7,886
5,560
3,930
2,786
1,980
3,867
90,823
2018
13,068
41,446
28,887
19,501
12,869
8,860
6,255
4,429
3,146
6,500
144,961
2019
24,196
75,439
51,099
34,584
23,530
15,622
10,805
7,611
5,375
11,323
259,584
2020
26,986
85,909
60,147
40,788
27,821
18,927
12,644
8,799
6,206
12,967
301,194
2021
26,660
83,845
59,401
39,528
26,912
18,603
12,845
8,783
6,114
13,302
295,993
2022
55,559
167,755
106,768
73,089
49,315
34,393
24,376
17,385
12,171
24,475
565,286
2023
104,315
396,823
275,893
179,070
124,500
85,528
59,727
41,584
29,094
58,937
1,355,471
2024
87,695
386,576
347,532
212,158
141,983
100,801
70,854
50,154
35,033
73,631
1,506,417
Subtotal
375,137
1,353,587
1,004,743
647,901
440,656
305,676
212,943
148,906
103,713
209,631
4,802,893
Europe:
<2015(4)
26,965
101,550
92,592
84,376
78,181
72,088
66,214
60,034
55,022
261,488
898,510
2015(4)
8,214
30,587
28,176
25,277
22,428
20,423
18,221
16,342
14,712
65,149
249,529
2016
7,706
26,381
23,691
21,162
18,585
16,282
13,992
12,202
10,245
43,478
193,724
2017
10,312
36,461
31,724
28,720
23,974
20,894
18,109
15,771
13,517
58,394
257,876
2018
10,593
40,138
35,556
31,710
27,503
24,720
21,357
18,679
16,530
68,105
294,891
2019
11,971
42,359
35,228
29,306
25,129
21,876
18,678
16,004
14,030
61,275
275,856
2020
7,834
28,720
25,353
19,952
15,162
12,036
10,431
8,633
7,427
34,175
169,723
2021
14,260
53,339
46,782
40,849
34,843
28,244
22,389
18,963
16,207
62,106
337,982
2022
16,361
59,563
49,722
42,719
34,935
28,460
22,986
18,366
15,412
57,608
346,132
2023
20,728
71,601
59,344
49,034
40,504
32,381
25,629
20,771
16,925
55,734
392,651
2024
15,296
60,219
51,621
40,540
32,179
25,360
19,841
15,676
12,766
44,251
317,749
Subtotal
150,240
550,918
479,789
413,645
353,423
302,764
257,847
221,441
192,793
811,763
3,734,623
Other geographies(5):
All vintages
1,325
5,156
4,285
3,720
3,239
2,923
2,617
2,304
1,948
5,558
33,075
Subtotal
1,325
5,156
4,285
3,720
3,239
2,923
2,617
2,304
1,948
5,558
33,075
Portfolio ERC
526,702
1,909,661
1,488,817
1,065,266
797,318
611,363
473,407
372,651
298,454
1,026,952
8,570,591
REO ERC(6)
8,326
30,016
27,954
9,189
2,749
61
—
—
—
—
78,295
Total ERC
$
535,028
$
1,939,677
$
1,516,771
$
1,074,455
$
800,067
$
611,424
$
473,407
$
372,651
$
298,454
$
1,026,952
$
8,648,886
________________________
(1)As of September 30, 2024, ERC for Zero Basis Portfolios include approximately $44.1 million for purchased consumer and bankruptcy receivables in the United States. ERC for Zero Basis Portfolios in Europe and other geographies was immaterial. ERC also includes approximately $33.1 million from cost recovery portfolios, primarily in other geographies.
(2)Represents the expected remaining gross cash collections over a 180-month period. As of September 30, 2024, ERC for 84-month and 120-month periods were:
84-Month ERC
120-Month ERC
United States
$
4,457,135
$
4,704,272
Europe
2,676,722
3,205,304
Other geographies
25,038
30,090
Portfolio ERC
7,158,895
7,939,666
REO ERC
78,295
78,295
Total ERC
$
7,237,190
$
8,017,961
(3)Amount for 2024 consists of three months data from October 1, 2024 to December 31, 2024.
(4)Includes portfolios acquired in connection with certain business combinations.
(5)Annual pool groups for other geographies have been aggregated for disclosure purposes.
(6)Real estate-owned (“REO”) assets ERC includes approximately $77.7 million and $0.6 million of estimated future cash flows for Europe and Other Geographies, respectively.
Estimated Future Collections Applied to Investment in Receivable Portfolios
As of September 30, 2024, we had $3.7 billion in investment in receivable portfolios. The estimated future collections applied to the investment in receivable portfolios net balance is as follows (in thousands):
Years Ending December 31,
United States
Europe
Other Geographies
Total
2024(1)
$
142,237
$
56,880
$
1,057
$
200,174
2025
589,111
209,149
4,123
802,383
2026
484,016
185,080
3,413
672,509
2027
296,941
160,074
2,958
459,973
2028
197,928
135,428
2,564
335,920
2029
136,649
115,134
2,284
254,067
2030
95,317
96,302
2,032
193,651
2031
67,383
81,727
769
149,879
2032
47,454
72,121
—
119,575
2033
33,596
66,046
—
99,642
2034
23,923
61,387
—
85,310
2035
17,770
60,086
—
77,856
2036
13,796
59,317
—
73,113
2037
10,564
60,299
—
70,863
2038
6,615
65,219
—
71,834
2039
2,235
50,276
—
52,511
Total
$
2,165,535
$
1,534,525
$
19,200
$
3,719,260
________________________
(1)Amount for 2024 consists of three months data from October 1, 2024 to December 31, 2024.
Liquidity and Capital Resources
Liquidity
The following table summarizes our cash flow activities for the periods presented (in thousands):
Nine Months Ended September 30,
2024
2023
(Unaudited)
Net cash provided by operating activities
$
132,624
$
116,211
Net cash used in investing activities
(175,705)
(270,726)
Net cash provided by financing activities
130,487
158,872
Operating Cash Flows
Cash flows from operating activities represent the cash receipts and disbursements related to all of our activities other than investing and financing activities.
Net cash provided by operating activities was $132.6 million and $116.2 million during the nine months ended September 30, 2024 and 2023, respectively. Operating cash flows are derived by adjusting net income for non-cash operating items such as depreciation and amortization, changes in recoveries, stock-based compensation charges, and changes in operating assets and liabilities which reflect timing differences between the receipt and payment of cash associated with transactions and when they are recognized in results of operations. Adjusting for the changes in recoveries resulted in a decrease in operating cash flows by $6.0 million during the nine months ended September 30, 2024 and an increase in operating cash flows by $30.1 million during the nine months ended September 30, 2023. Refer to “Note 5: Investment in Receivable Portfolios, Net” in the notes to our consolidated financial statements for discussion relating to changes in recoveries.
Investing Cash Flows
Net cash used in investing activities was $175.7 million and $270.7 million during the nine months ended September 30, 2024 and 2023, respectively. Cash provided by or used in investing activities is primarily affected by receivable portfolio purchases offset by collection proceeds applied to the principal of our receivable portfolios. Receivable portfolio purchases, net of put-backs, were $844.9 million and $772.1 million during the nine months ended September 30, 2024 and 2023, respectively. Collection proceeds applied to the investment in receivable portfolios, were $642.0 million and $504.7 million during the nine months ended September 30, 2024 and 2023, respectively. Refer to Purchases and Collections within “Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations” for discussion relating to purchases and collections.
Financing Cash Flows
Net cash provided by financing activities was $130.5 million and $158.9 million during the nine months ended September 30, 2024 and 2023, respectively. Financing cash flows are generally affected by borrowings under our credit facilities and proceeds from various debt offerings, offset by repayments of amounts outstanding under our credit facilities and repayments of various notes. Borrowings under our credit facilities were $458.8 million and $630.1 million during the nine months ended September 30, 2024 and 2023, respectively. Repayments of amounts outstanding under our credit facilities were $1,292.6 million and $446.7 million during the nine months ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024, we issued $1.0 billion in senior secured notes (of which $500.0 million matures in 2029 and $500.0 million matures in 2030). We used a portion of the proceeds from the senior secured notes issuance to repay drawings under our Global Senior Facility. During the nine months ended September 30, 2023, we issued $230.0 million 4.00% convertible senior notes that mature in 2029, and used $212.5 million in cash to repurchase and settle our exchangeable senior notes due 2023.
Capital Resources
Our primary sources of capital are cash collections from our investment in receivable portfolios, bank borrowings, debt offerings, and equity offerings. Depending on the capital markets, we consider additional financings to fund our operations and any potential acquisitions. From time to time, we may repurchase outstanding debt or equity and/or restructure or refinance debt obligations. Our primary cash requirements include funding the purchase of receivable portfolios, operating expenses, the payment of interest and principal on borrowings, the payment of income taxes, funding any entity acquisitions and share repurchases.
We are in material compliance with all covenants under our financing arrangements. See “Note 7: Borrowings” in the notes to our condensed consolidated financial statements for a further discussion of our debt. Available capacity under our Global Senior Facility, was $1,196.0 million as of September 30, 2024. In October 2024, the Company redeemed the 2025 Notes at par, which was funded in part by a utilization of the Global Senior Facility of approximately $314.3 million. The Global Senior Facility was subsequently upsized by $92.0 million from $1,203.0 million to $1,295.0 million in October 2024.
In March 2024, we issued $500.0 million in aggregate principal amount of 9.250% Senior Secured Notes due 2029 at an issue price of 100.000% through a private placement offering. Additionally, in May 2024, we issued $500.0 million in aggregate principal amount of 8.500% Senior Secured Notes due 2030 at an issue price of 100.000% through a separate private placement offering.
Our Board of Directors has approved a $300.0 million share repurchase program. Repurchases under this program are expected to be made from cash on hand and/or a drawing from our Global Senior Facility and may be made from time to time, subject to market conditions and other factors, in the open market, through private transactions, block transactions, or other methods as determined by our management and Board of Directors, and in accordance with market conditions, other corporate considerations, and applicable regulatory requirements. The program does not obligate us to acquire any particular amount of common stock, and it may be modified or suspended at our discretion. During the three and nine months ended September 30, 2024 and 2023, the Company did not make any repurchases under the share repurchase program. Our practice is to retire the
shares repurchased. As of September 30, 2024, authorization for $91.9 million of share repurchases remained under the share repurchase program.
Our cash and cash equivalents as of September 30, 2024, consisted of $40.9 million held by U.S.-based entities and $206.5 million held by foreign entities. Most of our cash and cash equivalents held by foreign entities is indefinitely reinvested and may be subject to material tax effects if repatriated. However, we believe that our sources of cash and liquidity are sufficient to meet our business needs in the United States and do not expect that we will need to repatriate the funds.
Included in cash and cash equivalents is cash that was collected on behalf of, and remains payable to, third-party clients. The balance of cash held for clients was $23.4 million as of September 30, 2024.
Cash from operations could also be affected by various risks and uncertainties, including, but not limited to, timing of cash collections from our consumers, and other risks detailed in our Risk Factors. However, we believe that we have sufficient liquidity to fund our operations for at least the next twelve months, given our expectation of continued positive cash flows from operations, our cash and cash equivalents, our access to capital markets, and availability under our credit facilities. Our future cash needs will depend on our acquisitions of portfolios and businesses.
Critical Accounting Estimates
Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions based on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Our actual results could differ from these estimates under different assumptions or conditions. Refer to “Critical Accounting Estimates” contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, for a complete discussion of our critical accounting estimates. Other than the ongoing reassessment of expected future recoveries of our investment in receivable portfolios during each reporting period under our CECL accounting policy as discussed in “Note 5: Investment in Receivable Portfolios, Net” to our condensed consolidated financial statements, there have been no material changes to our critical accounting policies and estimates since our Annual Report on Form 10-K for the year ended December 31, 2023.
Item 3 – Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Exchange Rates. As of September 30, 2024, there had not been a material change in any of the foreign currency risk information disclosed in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Interest Rates. As of September 30, 2024, there had not been a material change in the interest rate risk information disclosed in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Item 4 – Controls and Procedures
Attached as exhibits to this Form 10-Q are the certifications required by Rule 13a-14 of the Securities Exchange Act of 1934, as amended. This section includes information concerning the controls and controls evaluation referred to in the certifications.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”) and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and accordingly, management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on their most recent evaluation, as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act are effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Information with respect to this item may be found in “Note 11: Commitments and Contingencies,” to the condensed consolidated financial statements.
Item 1A – Risk Factors
There is no material change in the information reported under “Part I-Item 1A-Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 5 - Other Information
On August 28, 2024, Laura Olle, a member of the Company's board of directors, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 1,340 shares of Encore Capital Group, Inc. common stock between November 27, 2024, and February 27, 2025, subject to certain conditions.
Inline XBRL Instance Document - The instance document does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document. (filed herewith)
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101
In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, copies of certain instruments defining the rights of holders of long-term debt of the company are not filed herewith. Pursuant to this regulation, we hereby agree to furnish a copy of any such instrument to the SEC upon request.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ENCORE CAPITAL GROUP, INC.
By:
/s/ Jonathan C. Clark
Jonathan C. Clark
Executive Vice President,
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)