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EX-32.1 - EXHIBIT 32.1 - ENCORE CAPITAL GROUP INCecpg-20180930ex321.htm
EX-31.2 - EXHIBIT 31.2 - ENCORE CAPITAL GROUP INCecpg-20180930ex312.htm
EX-31.1 - EXHIBIT 31.1 - ENCORE CAPITAL GROUP INCecpg-20180930ex311.htm
EX-10.12 - EXHIBIT 10.12 - ENCORE CAPITAL GROUP INCecpg-20180930ex1012.htm
EX-10.11 - EXHIBIT 10.11 - ENCORE CAPITAL GROUP INCecpg-20180930ex1011.htm
EX-10.10 - EXHIBIT 10.10 - ENCORE CAPITAL GROUP INCecpg-20180930ex1010.htm
EX-10.9 - EXHIBIT 10.9 - ENCORE CAPITAL GROUP INCecpg-20180930ex109.htm
EX-10.8 - EXHIBIT 10.8 - ENCORE CAPITAL GROUP INCecpg-20180930ex108.htm
EX-4.6 - EXHIBIT 4.6 - ENCORE CAPITAL GROUP INCecpg-20180930ex46.htm
EX-4.5 - EXHIBIT 4.5 - ENCORE CAPITAL GROUP INCecpg-20180930ex45.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________________________________________________
FORM 10-Q

(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________to__________.
COMMISSION FILE NUMBER: 000-26489
ENCORE CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
48-1090909
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
 
 
3111 Camino Del Rio North, Suite 103
San Diego, California
92108
(Address of principal executive offices)
(Zip code)
(877) 445 - 4581
(Registrant’s telephone number, including area code)
(Not Applicable)
(Former name, former address and former fiscal year, if changed since last report)
_______________________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer  x Accelerated filer   ¨ Non-accelerated filer  ¨ Smaller reporting company  ¨ Emerging growth company  ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
 
Outstanding at October 31, 2018
Common Stock, $0.01 par value
 
30,852,178 shares




ENCORE CAPITAL GROUP, INC.
INDEX TO FORM 10-Q
 
 
Page
 
 
 
 
 
 
 
 
 
 
Condensed Consolidated Statement of Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



PART I – FINANCIAL INFORMATION
Item 1—Condensed Consolidated Financial Statements (Unaudited)
ENCORE CAPITAL GROUP, INC.
Condensed Consolidated Statements of Financial Condition
(In Thousands, Except Par Value Amounts)
(Unaudited)
 
September 30,
2018
 
December 31,
2017
Assets
 
 
 
Cash and cash equivalents
$
204,649

 
$
212,139

Investment in receivable portfolios, net
3,109,116

 
2,890,613

Deferred court costs, net
94,017

 
79,963

Property and equipment, net
96,429

 
76,276

Other assets
244,602

 
302,728

Goodwill
898,591

 
928,993

Total assets
$
4,647,404

 
$
4,490,712

Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Accounts payable and accrued liabilities
$
274,213

 
$
284,774

Debt, net
3,561,467

 
3,446,876

Other liabilities
33,279

 
35,151

Total liabilities
3,868,959

 
3,766,801

Commitments and contingencies


 


Redeemable noncontrolling interest
1,231

 
151,978

Equity:
 
 
 
Convertible preferred stock, $.01 par value, 5,000 shares authorized, no shares issued and outstanding

 

Common stock, $.01 par value, 50,000 shares authorized, 30,852 shares and 25,801 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively
309

 
258

Additional paid-in capital
207,985

 
42,646

Accumulated earnings
673,153

 
616,314

Accumulated other comprehensive loss
(103,394
)
 
(77,356
)
Total Encore Capital Group, Inc. stockholders’ equity
778,053

 
581,862

Noncontrolling interest
(839
)
 
(9,929
)
Total equity
777,214

 
571,933

Total liabilities, redeemable equity and equity
$
4,647,404

 
$
4,490,712

The following table presents certain assets and liabilities of consolidated variable interest entities (“VIEs”) included in the consolidated statements of financial condition above. Most assets in the table below include those assets that can only be used to settle obligations of consolidated VIEs. The liabilities exclude amounts where creditors or beneficial interest holders have recourse to the general credit of the Company. See Note 10, “Variable Interest Entities” for additional information on the Company’s VIEs.
 
September 30,
2018
 
December 31,
2017
Assets
 
 
 
Cash and cash equivalents
$
471

 
$
88,902

Investment in receivable portfolios, net
444,503

 
1,342,300

Deferred court costs, net

 
26,482

Property and equipment, net

 
23,138

Other assets
8,212

 
122,263

Goodwill

 
724,054

Liabilities
 
 
 
Accounts payable and accrued liabilities
$
3,514

 
$
151,208

Debt, net
390,690

 
2,014,202

Other liabilities

 
1,494

See accompanying notes to condensed consolidated financial statements

3


ENCORE CAPITAL GROUP, INC.
Condensed Consolidated Statements of Operations
(In Thousands, Except Per Share Amounts)
(Unaudited)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Revenues
 
 
 
 
 
 
 
Revenue from receivable portfolios
$
295,357

 
$
264,024

 
$
869,028

 
$
777,269

Other revenues
37,388

 
23,111

 
112,809

 
61,763

Total revenues
332,745

 
287,135

 
981,837

 
839,032

Allowance reversals on receivable portfolios, net
4,029

 
19,564

 
31,472

 
30,525

Total revenues, adjusted by net allowances
336,774

 
306,699

 
1,013,309

 
869,557

Operating expenses
 
 
 
 
 
 
 
Salaries and employee benefits
95,634

 
77,232

 
275,853

 
221,296

Cost of legal collections
50,473

 
48,094

 
155,583

 
149,460

Other operating expenses
30,691

 
25,859

 
103,478

 
76,249

Collection agency commissions
10,682

 
10,622

 
34,587

 
33,678

General and administrative expenses
41,893

 
32,500

 
123,163

 
102,750

Depreciation and amortization
9,873

 
8,522

 
31,232

 
25,819

Total operating expenses
239,246

 
202,829

 
723,896

 
609,252

Income from operations
97,528

 
103,870

 
289,413

 
260,305

Other (expense) income
 
 
 
 
 
 
 
Interest expense
(65,094
)
 
(52,755
)
 
(183,092
)
 
(152,469
)
Other (expense) income
(2,539
)
 
8,873

 
(4,961
)
 
12,004

Total other expense
(67,633
)
 
(43,882
)
 
(188,053
)
 
(140,465
)
Income from continuing operations before income taxes
29,895

 
59,988

 
101,360

 
119,840

Provision for income taxes
(16,879
)
 
(17,844
)
 
(37,657
)
 
(43,442
)
Income from continuing operations
13,016

 
42,144

 
63,703

 
76,398

Loss from discontinued operations, net of tax

 

 

 
(199
)
Net income
13,016

 
42,144

 
63,703

 
76,199

Net loss (income) attributable to noncontrolling interest
7,709

 
(13,950
)
 
5,147

 
(5,652
)
Net income attributable to Encore Capital Group, Inc. stockholders
$
20,725

 
$
28,194

 
$
68,850

 
$
70,547

Amounts attributable to Encore Capital Group, Inc.:
 
 
 
 
 
 
 
Income from continuing operations
$
20,725

 
$
28,194

 
$
68,850

 
$
70,746

Loss from discontinued operations, net of tax

 

 

 
(199
)
Net income
$
20,725

 
$
28,194

 
$
68,850

 
$
70,547

 
 
 
 
 
 
 
 
Earnings (loss) per share attributable to Encore Capital Group, Inc.:
 
 
 
 
 
 
 
Basic earnings (loss) per share from:
 
 
 
 
 
 
 
Continuing operations
$
0.69

 
$
1.08

 
$
2.52

 
$
2.73

Discontinued operations

 

 

 
(0.01
)
Net basic earnings per share
$
0.69

 
$
1.08

 
$
2.52

 
$
2.72

Diluted earnings (loss) per share from:
 
 
 
 
 
 
 
Continuing operations
$
0.69

 
$
1.05

 
$
2.49

 
$
2.68

Discontinued operations

 

 

 
(0.01
)
Net diluted earnings per share
$
0.69

 
$
1.05

 
$
2.49

 
$
2.67

 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
29,867

 
26,011

 
27,372

 
25,957

Diluted
30,121

 
26,736

 
27,663

 
26,406

See accompanying notes to condensed consolidated financial statements

4


ENCORE CAPITAL GROUP, INC.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited, In Thousands)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Net income
$
13,016

 
$
42,144

 
$
63,703

 
$
76,199

Other comprehensive (loss) income, net of tax:
 
 
 
 
 
 
 
Change in unrealized gains/losses on derivative instruments:
 
 
 
 
 
 
 
Unrealized (loss) gain on derivative instruments
(1,152
)
 
(264
)
 
(3,306
)
 
1,170

Income tax effect
284

 
103

 
823

 
(409
)
Unrealized (loss) gain on derivative instruments, net of tax
(868
)
 
(161
)
 
(2,483
)
 
761

Change in foreign currency translation:
 
 
 
 
 
 
 
Unrealized (loss) gain on foreign currency translation
(6,919
)
 
9,712

 
(23,436
)
 
32,000

Other comprehensive (loss) income, net of tax
(7,787
)
 
9,551

 
(25,919
)
 
32,761

Comprehensive income
5,229

 
51,695

 
37,784

 
108,960

Comprehensive (income) loss attributable to noncontrolling interest:
 
 
 
 
 
 
 
Net loss (income)
7,709

 
(13,950
)
 
5,147

 
(5,652
)
Unrealized loss (gain) on foreign currency translation
1,293

 
(594
)
 
(119
)
 
(2,003
)
Comprehensive loss (income) attributable to noncontrolling interest
9,002

 
(14,544
)
 
5,028

 
(7,655
)
Comprehensive income attributable to Encore Capital Group, Inc. stockholders
$
14,231

 
$
37,151

 
$
42,812

 
$
101,305

See accompanying notes to condensed consolidated financial statements

5


ENCORE CAPITAL GROUP, INC.
Condensed Consolidated Statement of Equity
(In Thousands)
 
Common Stock
 
Additional
Paid-In
Capital
 
Accumulated
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Noncontrolling
Interest
 
Total
Equity
Shares
 
Par
 
Balance at December 31, 2017
25,801

 
$
258

 
$
42,646

 
$
616,314

 
$
(77,356
)
 
$
(9,929
)
 
$
571,933

Net income (loss)

 

 

 
68,850

 

 
(969
)
 
67,881

Other comprehensive (loss) gain, net of tax

 

 

 

 
(26,038
)
 
433

 
(25,605
)
Change in fair value of redeemable noncontrolling interest

 

 
19,430

 
(12,011
)
 

 

 
7,419

Purchase of noncontrolling interest

 

 

 

 

 
9,626

 
9,626

Exercise of stock options and issuance of share-based awards, net of shares withheld for employee taxes
132

 
2

 
(1,934
)
 

 

 

 
(1,932
)
Issuance of common stock
4,920

 
49

 
181,138

 

 

 

 
181,187

Stock-based compensation

 

 
10,452

 

 

 

 
10,452

Issuance of exchangeable notes

 

 
14,009

 

 

 

 
14,009

Exchangeable notes hedge transactions

 

 
(17,785
)
 

 

 

 
(17,785
)
Net equity adjustment on Cabot Transaction

 

 
(43,097
)
 

 

 

 
(43,097
)
Other

 

 
3,126

 

 

 

 
3,126

Balance at September 30, 2018
30,853

 
$
309

 
$
207,985

 
$
673,153

 
$
(103,394
)
 
$
(839
)
 
$
777,214



6


ENCORE CAPITAL GROUP, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited, In Thousands)
 
Nine Months Ended
September 30,
 
2018
 
2017
Operating activities:
 
 
 
Net income
$
63,703

 
$
76,199

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

 
199

Depreciation and amortization
31,232

 
25,819

Other non-cash expense, net
30,453

 
24,768

Stock-based compensation expense
10,452

 
7,041

Loss (gain) on derivative instruments, net
10,648

 
(2,714
)
Deferred income taxes
18,733

 
(5,396
)
Allowance reversals on receivable portfolios, net
(31,472
)
 
(30,525
)
Other, net
(9,690
)
 
330

Changes in operating assets and liabilities
 
 
 
Deferred court costs and other assets
(19,537
)
 
(20,094
)
Prepaid income tax and income taxes payable
21,419

 
15,565

Accounts payable, accrued liabilities and other liabilities
(5,919
)
 
(9,501
)
Net cash provided by operating activities
120,022

 
81,691

Investing activities:
 
 
 
Cash paid for acquisitions, net of cash acquired

 
(5,623
)
Purchases of receivable portfolios, net of put-backs
(881,789
)
 
(739,478
)
Collections applied to investment in receivable portfolios, net
615,010

 
549,544

Purchases of property and equipment
(37,436
)
 
(20,518
)
(Payment) proceeds from derivative instruments, net
(28,656
)
 
6,140

Other, net
6,800

 
2,155

Net cash used in investing activities
(326,071
)
 
(207,780
)
Financing activities:
 
 
 
Payment of loan costs
(6,440
)
 
(19,910
)
Proceeds from credit facilities
766,471

 
928,141

Repayment of credit facilities
(465,666
)
 
(972,453
)
Proceeds from senior secured notes

 
325,000

Repayment of senior secured notes
(1,029
)
 
(203,212
)
Proceeds from issuance of convertible senior notes
172,500

 
150,000

Repayment of convertible senior notes

 
(60,406
)
Proceeds from convertible hedge instruments

 
5,580

Proceeds from other debt
9,090

 
8,318

Repayment of other debt
(23,450
)
 
(4,309
)
Payment for the purchase of PECs and noncontrolling interest
(234,101
)
 

Payment of direct and incremental costs relating to Cabot Transaction
(8,622
)
 

Other, net
(3,826
)
 
(1,440
)
Net cash provided by financing activities
$
204,927

 
155,309

Net (decrease) increase in cash and cash equivalents
(1,122
)
 
29,220

Effect of exchange rate changes on cash and cash equivalents
(6,368
)
 
9,261

Cash and cash equivalents, beginning of period
212,139

 
149,765

Cash and cash equivalents, end of period
$
204,649

 
$
188,246


See accompanying notes to condensed consolidated financial statements

7


ENCORE CAPITAL GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1: Ownership, Description of Business, and Summary of Significant Accounting Policies
Encore Capital Group, Inc. (“Encore”), through its subsidiaries (collectively with Encore, the “Company”), is an international specialty finance company providing debt recovery solutions and other related services for consumers across a broad range of financial assets. The Company purchases portfolios of defaulted consumer receivables at deep discounts to face value and manages them by working with individuals as they repay their obligations and work toward financial recovery. Defaulted receivables are consumers’ unpaid financial commitments to credit originators, including banks, credit unions, consumer finance companies, commercial retailers, and telecommunication companies. Defaulted receivables may also include receivables subject to bankruptcy proceedings.
Encore’s subsidiary Midland Credit Management (together with its subsidiaries and domestic affiliates, “Midland”) is a market leader in portfolio purchasing and recovery in the United States, including Puerto Rico. Cabot Credit Management plc (together with its subsidiaries, “Cabot”), Encore’s largest international subsidiary, is one of the largest credit management services providers in Europe and is a market leader in the United Kingdom and Ireland. Previously, Encore controlled Cabot via its majority ownership interest in the indirect holding company of Cabot, Janus Holdings S.a r.l. (“Janus Holdings”). On July 24, 2018, the Company completed the purchase of all the outstanding interests of Cabot not owned by the Company. As a result, Cabot became a wholly owned subsidiary of Encore. These are the Company’s primary operations.
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 consolidated financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States (“GAAP”).
In the opinion of management, the unaudited financial information for the interim periods presented reflects all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the Company’s consolidated financial position, results of operations, and cash flows. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the Company’s financial statements and the accompanying notes. Actual results could materially differ from those estimates.
Basis of Consolidation
The 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 (“VIE”s), 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 10, “Variable Interest Entities,” for further details. All intercompany transactions and balances have been eliminated in consolidation.
Translation of Foreign Currencies
The financial statements of certain of the Company’s foreign subsidiaries are measured using their local currency as the functional currency. Assets and liabilities 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. Transaction gains and losses are included in other income or expense.

8


Reclassifications
Certain immaterial reclassifications have been made to the condensed consolidated financial statements to conform to the current year’s presentation.
Change in Accounting Principle
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606” or “ASU 2014-09”). The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 supersedes most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB’s Accounting Standards Codification (“ASC”). Under the prior accounting standard, the Company recognized revenue when there was persuasive evidence of an arrangement, the sales price was fixed or determinable, the services had been performed and collectability was reasonably assured.
The Company’s investment in receivable portfolios is outside of the scope of Topic 606 since it is accounted for in accordance with ASC 310-30. Certain of the Company’s international subsidiaries earn fee-based income by providing portfolio management services to credit originators for non-performing loans. Performance obligations for this revenue stream under the new standard primarily arise from debt collection and management activities. These performance obligations are typically satisfied when services are performed, or debt is collected. Consideration is typically variable based on indeterminate volumes or collection activity. Under the new accounting standard, revenue is recognized over time as a series of single performance obligations when the Company is entitled to a percentage of collections received, since the customer simultaneously receives and consumes the benefits provided by the Company’s performance of debt collection and management. The method for measuring progress towards satisfying a performance obligation is based on transaction volumes or debt collected, depending on whether the contract is based on services performed or based on commissions. Costs to fulfill a contract are expensed when incurred.
The Company adopted the requirements of Topic 606 as of January 1, 2018, utilizing the modified retrospective method of transition and elected to apply the revenue standard only to contracts that were not completed as of the adoption date. Prior periods were not restated. The cumulative effect of adopting this new standard had no impact to retained earnings. The impact of adopting Topic 606 on the Company’s revenue is not material to any of the periods presented. Fee-based income is included in “Other Revenues” in the Company’s consolidated statements of operations.
In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging ActivitiesDerivatives and Hedging (“Topic 815” or “ASU 2017-12”) which amends the hedge accounting recognition and presentation requirements in ASC 815. ASU 2017-12 improves Topic 815 by simplifying and expanding the eligible hedging strategies for financial and nonfinancial risks by more closely aligning hedge accounting with a company’s risk management activities, and also simplifies its application through targeted improvements in key practice areas. This includes expanding the list of items eligible to be hedged and amending the methods used to measure the effectiveness of hedging relationships. In addition, ASU 2017-12 prescribes how hedging results should be presented and requires incremental disclosures. These changes are intended to allow preparers more flexibility and to enhance the transparency of how hedging results are presented and disclosed. Further, the new standard provides partial relief on the timing of certain aspects of hedge documentation and eliminates the requirement to recognize hedge ineffectiveness separately in earnings in the current period. For public entities, ASU 2017-12 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted in any interim period or fiscal year. The Company early adopted ASU 2017-12 as of the second quarter of 2018 retroactive to January 1, 2018. The adoption of the new standard did not have a material effect on the Company’s financial position, results of operations, or required presentations.
Recent Accounting Pronouncements
Other than the adoption of the standards discussed above, there have been no new accounting pronouncements made effective during the three and nine months ended September 30, 2018 that have significance, or potential significance, to the Company’s consolidated financial statements.
Recent Accounting Pronouncements Not Yet Effective
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). The amendments in this update simplify the test for goodwill impairment by eliminating Step 2 from the impairment test, which required the entity to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities following the procedure

9


that would be required in determining fair value of assets acquired and liabilities assumed in a business combination. The amendments in this update are effective for public companies for annual or any interim goodwill impairments tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company did not early adopt this guidance for its annual goodwill impairment testing and does not expect the adoption of ASU 2017-04 to have a material impact on its consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 applies a current expected credit loss model which is a new impairment model based on expected losses rather than incurred losses. Under this model, an entity would recognize an impairment allowance equal to its current estimate of all contractual cash flows that the entity does not expect to collect from financial assets measured at amortized cost. The estimate of expected credit losses should consider historical information, current information, as well as reasonable and supportable forecasts, including estimates of prepayments. The expected credit losses, and subsequent adjustments to such losses, will be recorded through an allowance account that is deducted from the amortized cost basis of the financial asset, with the net carrying value of the financial asset presented on the consolidated balance sheet at the amount expected to be collected. ASU 2016-13 eliminates the current accounting model for loans and debt securities acquired with deteriorated credit quality under ASC 310-30, which provides authoritative guidance for the accounting of the Company’s investment in receivable portfolios. Under this new standard, entities will gross up the initial amortized cost for the purchased financial assets with credit deterioration (“PCD assets”), the initial amortized cost will be the sum of (1) the purchase price and (2) the estimate of credit losses as of the date of acquisition. After initial recognition of PCD assets and the related allowance, any change in estimated cash flows (favorable or unfavorable) will be immediately recognized in the income statement because the yield on PCD assets would be locked. ASU 2016-13 is effective for reporting periods beginning after December 15, 2019 with early adoption permitted for reporting periods beginning after December 15, 2018. The guidance will be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period in which ASU 2016-13 is adopted. However, the FASB has determined that financial assets for which the guidance in Subtopic 310-30, Receivables-Loans and Debt Securities Acquired with Deteriorated Credit Quality, has previously been applied should prospectively apply the guidance in ASU 2016-13 for PCD assets. A prospective transition approach should be used for PCD assets where upon adoption, the amortized cost basis should be adjusted to reflect the addition of the allowance for credit losses. This transition relief will avoid the need for a reporting entity to reassess its purchased financial assets that exist as of the date of adoption to determine whether they would have met at acquisition the new criteria of more-than insignificant credit deterioration since origination. The transition relief also will allow an entity to accrete the remaining noncredit discount (based on the revised amortized cost basis) into interest income at the effective interest rate at the adoption date of ASU 2016-13. The same transition requirements should be applied to beneficial interests that previously applied Subtopic 310-30 or have a significant difference between contractual cash flows and expected cash flows. The Company is in the process of determining the effects the adoption of ASU 2016-13 will have on its consolidated financial statements. The Company expects ASU 2016-13 could have a significant impact on how it measures and records income recognized on its receivable portfolios. The Company has established a project management team and is in the process of developing its accounting policy, evaluating the impact of this pronouncement and researching software resources that could assist with the implementation.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 changes accounting for leases and requires lessees to recognize the assets and liabilities arising from most leases, including those classified as operating leases under previous accounting guidance, on the balance sheet and requires disclosure of key information about leasing arrangements to increase transparency and comparability among organizations. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, which provides narrow amendments to clarify how to apply certain aspects of the new lease standard. In July 2018, ASU 2018-11, Leases: Targeted Improvements, was issued to provide relief to companies from restating comparative periods. Pursuant to ASU 2018-11, in the period of adoption, the Company will not restate comparative periods presented in its financial statements. The new guidance will be effective for the Company starting in the first quarter of fiscal year 2019. Early adoption is permitted; however, the Company does not intend to early adopt. The Company is developing an inventory of all leases, accumulating the lease data necessary to apply the amended guidance and is in the process of determining the effects the adoption will have on its consolidated financial statements, systems and processes. The Company has selected a software to assist with implementation to the standard.
With the exception of the updated standards discussed above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to the Company’s consolidated financial statements.

10



Note 2: Earnings Per Share
Basic earnings or loss per share is calculated by dividing net earnings or loss attributable to Encore by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is calculated based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options, restricted stock, and the dilutive effect of the convertible senior notes, if applicable.
A reconciliation of shares used in calculating earnings per basic and diluted shares follows (in thousands):
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Weighted average common shares outstanding—basic
29,867

 
26,011

 
27,372

 
25,957

Dilutive effect of stock-based awards
254

 
271

 
291

 
214

Dilutive effect of convertible senior notes

 
454

 

 
235

Weighted average common shares outstanding—diluted
30,121

 
26,736

 
27,663

 
26,406

Anti-dilutive employee stock options outstanding were approximately 13,000 during each of the three and nine months ended September 30, 2018. Anti-dilutive employee stock options outstanding were approximately 13,000 and 138,000 during the three and nine months ended September 30, 2017, respectively.
Note 3: Cabot Transaction
On July 24, 2018, the Company completed the purchase of all the outstanding interests of Cabot not owned by the Company (the “Cabot Transaction”). As a result, Cabot became a wholly owned subsidiary of Encore. The acquisition of the remaining interest was accounted for as an equity transaction and no gain or loss was recognized in the Company’s consolidated statements of operations but was reflected as a component of additional paid-in capital in the consolidated statement of equity. Additionally, in accordance with authoritative guidance and the Company’s policy, the direct and incremental costs associated with the Cabot Transaction were accounted for as part of the equity transaction. Total consideration transferred was approximately $414.7 million, which consisted of cash of $234.1 million and the equivalent of $180.6 million of Encore common stock based on the last reported sale price of Encore common stock per share of $36.80 on July 24, 2018.
 
(in thousands)
Cash consideration
$
234,101

Stock consideration
180,559

Total consideration transferred
414,660

   Less: Preferred equity certificates acquired
(262,512
)
Consideration transferred to acquire remaining equity interest
152,148

   Less: Carrying value of redeemable noncontrolling interest
(127,299
)
   Less: Carrying value of noncontrolling interest
9,626

Net loss directly recorded in equity
34,475

Direct and incremental transaction costs
8,622

Total reduction in additional paid-in capital
$
43,097

Note 4: Fair Value Measurements
The authoritative guidance for fair value measurements defines fair value as the price that would be received upon sale of an asset or the price paid to transfer a liability, in an orderly transaction between market participants at the measurement date (i.e., the “exit price”). The guidance utilizes a fair value hierarchy that prioritizes the inputs used in valuation techniques to measure fair value into three broad levels. The following is a brief description of each level:

11


Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs, including inputs that reflect the reporting entity’s own assumptions.
Financial Instruments Required To Be Carried At Fair Value
Financial assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):
 
Fair Value Measurements as of
September 30, 2018
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
 
 
Interest rate swap agreements
$

 
$
5

 
$

 
$
5

Interest rate cap contracts

 
2,445

 

 
2,445

Liabilities
 
 
 
 
 
 
 
Foreign currency exchange contracts

 
(1,408
)
 

 
(1,408
)
Contingent consideration

 

 
(7,417
)
 
(7,417
)
Temporary Equity
 
 
 
 
 
 
 
Redeemable noncontrolling interest

 

 
(1,231
)
 
(1,231
)
 
Fair Value Measurements as of
December 31, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
 
 
Foreign currency exchange contracts
$

 
$
1,912

 
$

 
$
1,912

Interest rate cap contracts

 
3,922

 

 
3,922

Liabilities
 
 
 
 
 
 
 
Foreign currency exchange contracts

 
(1,110
)
 

 
(1,110
)
Interest rate swap agreements

 
(7
)
 

 
(7
)
Contingent consideration

 

 
(10,612
)
 
(10,612
)
Temporary Equity
 
 
 
 
 
 
 
Redeemable noncontrolling interest

 

 
(151,978
)
 
(151,978
)
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.
Contingent Consideration:
The Company carries certain contingent liabilities resulting from its mergers and acquisition activities. Certain sellers of the Company’s acquired entities could earn additional earn-out payments in cash based on the entities’ subsequent operating performance. The Company recorded the acquisition date fair values of these contingent liabilities, based on the likelihood of contingent earn-out payments, as part of the consideration transferred. The earn-out payments are subsequently remeasured to fair value at each reporting date. The Company reviewed the earn-out analysis during the three and nine months ended September 30, 2018 and determined that, based on actual and forecasted operating performance, the expected future earn-out payments would remain the same and be reduced by approximately $4.7 million, respectively. As of September 30, 2018, the aggregated fair value of the contingent consideration was approximately $7.4 million.

12


The following table provides a roll forward of the fair value of contingent consideration for the periods ended September 30, 2018 and December 31, 2017 (in thousands):
 
Amount
Balance at December 31, 2016
$
2,531

Issuance of contingent consideration in connection with acquisition
10,808

Change in fair value of contingent consideration
(2,465
)
Payment of contingent consideration
(781
)
Effect of foreign currency translation
519

Balance at December 31, 2017
10,612

Issuance of contingent consideration in connection with acquisition
1,728

Change in fair value of contingent consideration
(4,652
)
Payment of contingent consideration
(232
)
Effect of foreign currency translation
(39
)
Balance at September 30, 2018
$
7,417

Redeemable Noncontrolling Interest:
Some minority shareholders in certain subsidiaries of the Company have the right, at certain times, to require the Company to acquire their ownership interest in those entities at fair value and, in some cases, to force a sale of the subsidiary if the Company chooses not to purchase their interests at fair value. The noncontrolling interest subject to this arrangement is included in temporary equity as redeemable noncontrolling interest and is adjusted to its estimated redemption amount each reporting period. Future reductions in the carrying amount are subject to a “floor” amount that is equal to the fair value of the redeemable noncontrolling interest at the time it was originally recorded. The recorded value of the redeemable noncontrolling interest cannot go below the floor level. Adjustments to the carrying amount of redeemable noncontrolling interest are charged to retained earnings (or to additional paid-in capital if there are no retained earnings) and do not affect net income or comprehensive income in the consolidated financial statements.
On July 24, 2018, in connection with the Cabot Transaction, the Company purchased the outstanding redeemable noncontrolling interest held by Cabot’s previous minority shareholders for approximately $127.3 million.
The components of the change in the redeemable noncontrolling interest for the periods ended September 30, 2018 and December 31, 2017 are presented in the following table (in thousands):
 
Amount
Balance at December 31, 2016
$
45,755

Addition to redeemable noncontrolling interest
277

Net loss attributable to redeemable noncontrolling interest
(4,905
)
Adjustment of the redeemable noncontrolling interest to fair value
108,296

Effect of foreign currency translation attributable to redeemable noncontrolling interest
2,555

Balance at December 31, 2017
151,978

Redemption of redeemable noncontrolling interest
(138,835
)
Net loss attributable to redeemable noncontrolling interest
(4,178
)
Adjustment of the redeemable noncontrolling interest to fair value
(7,419
)
Effect of foreign currency translation attributable to redeemable noncontrolling interest
(315
)
Balance at September 30, 2018
$
1,231

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 using Level 2 measurements. The fair value estimate of the assets held for sale was approximately $26.2 million and $18.7 million as of September 30, 2018 and December 31, 2017, respectively.

13


Financial Instruments Not Required To Be Carried At Fair Value
Investment in Receivable Portfolios:
The Company records its investment in receivable portfolios at cost, which represents a significant discount from the contractual receivable balances due. The Company computes the fair value of its investment in receivable portfolios using Level 3 inputs by discounting the estimated future cash flows generated by its proprietary forecasting models. The key inputs include the estimated future gross cash flow, average cost to collect, and discount rate. In accordance with authoritative guidance related to fair value measurements, the Company estimates the average cost to collect and discount rates based on its estimate of what a market participant might use in valuing these portfolios. The determination of such inputs requires significant judgment, including assessing the assumed 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.
In the Company’s current analysis, the fair value of investment in receivable portfolios was approximately $3,041.9 million and $3,415.3 million as of September 30, 2018 and December 31, 2017, respectively, as compared to the carrying value of $3,109.1 million and $2,890.6 million as of September 30, 2018 and December 31, 2017, respectively. A 100 basis point increase in the cost to collect and discount rate used would result in a decrease in the fair value of U.S. and European portfolios by approximately $56.5 million and $76.5 million, respectively, as of September 30, 2018. This fair value calculation does not represent, and should not be construed to represent, the underlying value of the Company or the amount which could be realized if its investment in receivable portfolios were sold.
Deferred Court Costs:
The Company capitalizes deferred court costs and provides a reserve for those costs that it believes will ultimately be uncollectible. The carrying value of net deferred court costs approximates fair value.
Debt:
The majority of the Company’s borrowings are carried at historical amounts, adjusted for additional borrowings less principal repayments, which approximate fair value. These borrowings include Encore’s senior secured notes and borrowings under its revolving credit and term loan facilities, and Cabot’s borrowings under its revolving credit facility.
Encore’s convertible notes and exchangeable notes are carried at historical cost, adjusted for the debt discount. The carrying value of the convertible notes and exchangeable notes was $616.6 million and $450.8 million, net of the debt discount of $39.4 million and $32.7 million as of September 30, 2018 and December 31, 2017, respectively. The fair value estimate for these convertible notes and exchangeable notes, which incorporates quoted market prices using Level 2 inputs, was approximately $650.4 million and $520.9 million as of September 30, 2018 and December 31, 2017, respectively.
Cabot’s senior secured notes are carried at historical cost, adjusted for the debt discount and debt premium. The carrying value of Cabot’s senior secured notes was $1,218.8 million and $1,214.6 million, net of the debt discount of $1.7 million and $1.9 million as of September 30, 2018 and December 31, 2017, respectively. The fair value estimate for these senior notes, which incorporates quoted market prices using Level 2 inputs, was $1,207.1 million and $1,258.9 million as of September 30, 2018 and December 31, 2017, respectively.
Note 5: Derivatives and Hedging Instruments
The Company may periodically enter into derivative financial instruments to manage risks related to interest rates and foreign currency. Certain of the Company’s derivative financial instruments qualify for hedge accounting treatment under the authoritative guidance for derivatives and hedging.
During the second quarter of 2018, the Company early adopted ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities retroactive to January 1, 2018 with no material impact to its financial statements. Periods prior to January 1, 2018 have not been restated. The Company applies hedge accounting when derivatives are designated, qualified and highly effective as hedges. Effectiveness is formally assessed and documented at inception and each period throughout the life of a hedge using various qualitative or quantitative methods appropriate for each hedge. Under hedge accounting, the changes in fair value of the derivative and the hedged risk are generally recognized together and offset each other when reported in shareholders’ net income. Changes in the fair value of a derivative instrument may not always equal changes in the fair value of the hedged item. This is referred to as “hedge ineffectiveness” and, with the adoption of ASU 2017-12, is no longer measured and reported separately from the effective portion of the hedge. The Company excludes certain components of derivative instruments’ changes in fair value from the assessment of hedge effectiveness. With the adoption of ASU 2017-12, those

14


excluded components are initially recorded in other comprehensive income and recognized in shareholders’ net income over the life of the derivative instrument. The Company did not record a cumulative-effect adjustment on January 1, 2018 (that would have impacted retained earnings and accumulated other comprehensive income by the same amount upon adoption) because there was no ineffectiveness recognized for hedges existing at that date.
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, 2018
 
December 31, 2017
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
Foreign currency exchange contracts
Other assets
 
$

 
Other assets
 
$
1,912

Foreign currency exchange contracts
Other liabilities
 
(1,408
)
 
Other liabilities
 

Interest rate swap agreements
Other assets
 
5

 
Other liabilities
 
(7
)
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
Foreign currency exchange contracts
Other liabilities
 

 
Other liabilities
 
(1,110
)
Interest rate cap contracts
Other assets
 
2,445

 
Other assets
 
3,922

Derivatives Designated as Hedging Instruments
The Company has operations in foreign countries, which expose the Company to foreign currency exchange rate fluctuations due to transactions denominated in foreign currencies. To mitigate a portion of this risk, the Company enters into derivative financial instruments, principally foreign currency forward contracts with financial counterparties. The Company adjusts the level and use of derivatives as soon as practicable after learning that an exposure has changed and reviews all exposures and derivative positions on an ongoing basis.
Certain of the foreign currency forward contracts are designated as cash flow hedging instruments and qualify for hedge accounting treatment. Gains and losses arising from such contracts are recorded as a component of accumulated other comprehensive income (“OCI”) as gains and losses on derivative instruments, net of income taxes. The hedging gains and losses in OCI are subsequently reclassified into earnings in the same period in which the underlying transactions affect the Company’s earnings. If all or a portion of the forecasted transaction is cancelled, the Company would reclassify the hedge into earnings.
As of September 30, 2018, the total notional amount of the forward contracts that are designated as cash flow hedging instruments was $19.2 million. All of these outstanding contracts qualified for hedge accounting treatment. The Company estimates that approximately $1.4 million of net derivative loss included in OCI will be reclassified into earnings within the next 12 months. No gains or losses were reclassified from OCI into earnings as a result of forecasted transactions that failed to occur during the nine months ended September 30, 2018 and 2017.
The Company may periodically enter into interest rate swap agreements to reduce its exposure to fluctuations in interest rates on variable interest rate debt and their impact on earnings and cash flows. As of September 30, 2018, there were two interest rate swap agreements outstanding with a total notional amount of $30.0 million Australian dollars (approximately $21.7 million U.S. dollars). The interest rate swap agreements are designated as cash flow hedges and accounted for using hedge accounting.

15


The following table summarizes the effects of derivatives in cash flow hedging relationships designated as hedging instruments on the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2018 and 2017 (in thousands):
Derivatives Designated as Hedging Instruments
 
Gain or (Loss)
Recognized in OCI
 
Location of Gain
or (Loss)
Reclassified from
OCI into
Income
 
Gain or (Loss)
Reclassified
from OCI into
Income
 
Three Months Ended
September 30,
 
 
Three Months Ended September 30,
 
2018
 
2017
 
 
2018
 
2017
Foreign currency exchange contracts
 
$
(916
)
 
$
(27
)
 
Salaries and employee benefits
 
$
95

 
$
286

Foreign currency exchange contracts
 
(130
)
 
70

 
General and administrative expenses
 
11

 
35

Interest rate swap agreements
 
3

 
10

 
Interest expense
 
4

 

Derivatives Designated as Hedging Instruments
 
Gain or (Loss)
Recognized in OCI
 
Location of Gain
or (Loss)
Reclassified from
OCI into
Income
 
Gain or (Loss)
Reclassified
from OCI into
Income
 
Nine Months Ended
September 30,
 
 
Nine Months Ended
September 30,
 
2018
 
2017
 
 
2018
 
2017
Foreign currency exchange contracts
 
$
(1,990
)
 
$
1,708

 
Salaries and employee benefits
 
$
1,078

 
$
758

Foreign currency exchange contracts
 
(206
)
 
310

 
General and administrative expenses
 
46

 
76

Interest rate swap agreements
 
(9
)
 
29

 
Interest expense
 
29

 
110

In October 2018, the Company entered into four separate interest rate swap agreements in an aggregated notional amount of $349.5 million to hedge the exposure to fluctuations in interest rates on its variable interest rate debt. Under the swap agreements, the Company receives floating interest rate payments and makes interest payments based on fixed interest rates. In accordance with authoritative guidance relating to derivatives and hedging transactions, the Company designates its interest rate swap instruments as cash flow hedges.
In October 2018, the Company, through its wholly owned subsidiary Cabot, entered into an interest rate cap contract (the “2018 Cap”) with a notional amount of £300.0 million (approximately $390.6 million) that is used to manage its risk related to interest rate fluctuations on Cabot’s variable interest rate bearing debt. The 2018 Cap matures in September 2021 and is structured as a series of European call options (“Caplets”) such that if exercised, Cabot will receive a payment equal to 3-months GBP-LIBOR on a notional amount equal to the hedged notional amount net of a fixed strike price. Each interest rate reset date, Cabot will elect to exercise the Caplet or let it expire. The potential cash flows from each Caplet are expected to offset any variability in the cash flows of the interest payments to the extent GBP-LIBOR exceeds the strike price of the Caplets. The Company expects the hedge relationship to be highly effective and designates the 2018 Cap as a cash flow hedge instrument.
Derivatives Not Designated as Hedging Instruments
On May 8, 2018, in anticipation of the completion of the Cabot Transaction, Encore entered into a foreign exchange forward contract with a notional amount of £176.0 million, which was approximately the amount of cash consideration for the Cabot Transaction. The forward contract settled on August 3, 2018 at a total loss of $9.3 million. This loss was substantially offset by a decrease in the final purchase price in U.S. dollars for the Cabot Transaction.
The Company enters into currency exchange forward contracts to reduce the effects of currency exchange rate fluctuations between the British Pound and Euro. These derivative contracts generally mature within one to three months and are not designated as hedge instruments for accounting purposes. The Company continues to monitor the level of exposure of the foreign currency exchange risk and may enter into additional short-term forward contracts on an ongoing basis. The gains or losses on these derivative contracts are recognized in other income or expense based on the changes in fair value.
As of September 30, 2018, the Company, through its wholly owned subsidiary Cabot, also held two interest rate cap contracts with an aggregate notional amount of £300.0 million (approximately $390.7 million) that were used to manage its risk related to interest rate fluctuations. The Company did not apply hedge accounting on these interest rate cap contracts. In October 2018, Cabot terminated these interest rate cap contracts and entered into a new 2018 Cap as discussed above.

16


The following table summarizes the effects of derivatives in cash flow hedging relationships not designated as hedging instruments on the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2018 and 2017 (in thousands):
Derivatives Not Designated as Hedging Instruments
 
Location of Gain or (Loss) Recognized in Income on Derivative
 
Amount of Gain or (Loss) Recognized in Income on Derivative
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2018
 
2017
 
2018
 
2017
Foreign currency exchange contracts
 
Other (expense) income
 
$
(2,281
)
 
$
(833
)
 
$
(9,221
)
 
$
1,790

Interest rate cap contracts
 
Interest income (expense)
 
289

 
919

 
(1,427
)
 
919

Interest rate swap agreements
 
Interest expense
 

 

 

 
110

Note 6: Investment in Receivable Portfolios, Net
In accordance with the authoritative guidance for loans and debt securities acquired with deteriorated credit quality, discrete receivable portfolio purchases during the same fiscal quarter are aggregated into pools based on common risk characteristics. Common risk characteristics include risk ratings (e.g. FICO or similar scores), 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 region or location. Portfolios acquired in business combinations are also grouped into these pools. During any fiscal quarter in which the Company has an acquisition of an entity that has portfolio, the entire historical portfolio of the acquired company is aggregated into the pool groups for that quarter, based on common characteristics, resulting in pools for that quarter that may consist of several different vintages of portfolio. Once a static pool is established, the portfolios are permanently assigned to the pool. The discount (i.e., the difference between the cost of each static pool and the related aggregate contractual receivable balance) is not recorded because the Company expects to collect a relatively small percentage of each static pool’s contractual receivable balance. As a result, receivable portfolios are recorded at cost at the time of acquisition. The purchase cost of the portfolios includes certain fees paid to third parties incurred in connection with the direct acquisition of the receivable portfolios.
In compliance with the authoritative guidance, the Company accounts for its investments in receivable portfolios using either the interest method or the cost recovery method. The interest method applies an internal rate of return (“IRR”) to the cost basis of the pool, which remains unchanged throughout the life of the pool, unless there is an increase in subsequent expected cash flows. Subsequent increases in expected cash flows are recognized prospectively through an upward adjustment of the pool’s IRR over its remaining life. Subsequent decreases in expected cash flows do not change the IRR but are recognized as an allowance to the cost basis of the pool, and are reflected in the consolidated statements of operations as a reduction in revenue, with a corresponding valuation allowance, offsetting the investment in receivable portfolios in the consolidated statements of financial condition. With gross collections being discounted at monthly IRRs, when collections are lower in the near term, even if substantially higher collections are expected later in the collection curve, an allowance charge could result.
The Company accounts for each static pool as a unit for the economic life of the pool (similar to one loan) for recognition of revenue from receivable portfolios, for collections applied to the cost basis of receivable portfolios and for provision for loss or allowance. Revenue from receivable portfolios is accrued based on each pool’s IRR applied to each pool’s adjusted cost basis. The cost basis of each pool is increased by revenue earned and portfolio allowance reversals and decreased by gross collections and portfolio allowances.
If the amount and timing of future cash collections on a pool of receivables are not reasonably estimable, the Company accounts for such portfolios on the cost recovery method as Cost Recovery Portfolios. The accounts in these portfolios have different risk characteristics than those included in other portfolios acquired during the same quarter, or the necessary information was not available to estimate future cash flows and, accordingly, they were not aggregated with other portfolios. Under the cost recovery method of accounting, no revenue is recognized until the carrying value of a Cost Recovery Portfolio has been fully recovered.
Accretable yield represents the amount of revenue the Company expects to generate over the remaining life of its existing investment in receivable portfolios based on estimated future cash flows. Total accretable yield is the difference between future estimated collections and the current carrying value of a portfolio. All estimated cash flows on portfolios where the cost basis has been fully recovered are classified as zero basis cash flows.

17


The following table summarizes the Company’s accretable yield and an estimate of zero basis future cash flows at the beginning and end of the period presented (in thousands):
 
Accretable
Yield
 
Estimate of
Zero Basis
Cash Flows
 
Total
Balance at December 31, 2017
$
3,695,069

 
$
369,632

 
$
4,064,701

Revenue from receivable portfolios
(249,821
)
 
(31,188
)
 
(281,009
)
Allowance reversals on receivable portfolios, net
(8,082
)
 
(1,729
)
 
(9,811
)
Reductions on existing portfolios, net
(24,945
)
 
(39,529
)
 
(64,474
)
Additions for current purchases
285,172

 

 
285,172

Effect of foreign currency translation
57,577

 
643

 
58,220

Balance at March 31, 2018
3,754,970

 
297,829

 
4,052,799

Revenue from receivable portfolios
(258,698
)
 
(33,964
)
 
(292,662
)
Allowance reversals on receivable portfolios, net
(15,411
)
 
(2,221
)
 
(17,632
)
Additions on existing portfolios, net
136,267

 
5,824

 
142,091

Additions for current purchases
345,006

 

 
345,006

Effect of foreign currency translation
(97,448
)
 
(597
)
 
(98,045
)
Balance at June 30, 2018
3,864,686

 
266,871

 
4,131,557

Revenue from receivable portfolios
(263,109
)
 
(32,248
)
 
(295,357
)
Allowance reversals on receivable portfolios, net
(1,196
)
 
(2,833
)
 
(4,029
)
Additions on existing portfolios, net
23,241

 
14,481

 
37,722

Additions for current purchases
262,751

 

 
262,751

Effect of foreign currency translation
(20,483
)
 
(136
)
 
(20,619
)
Balance at September 30, 2018
$
3,865,890

 
$
246,135

 
$
4,112,025


18


 
Accretable
Yield
 
Estimate of
Zero Basis
Cash Flows
 
Total
Balance at December 31, 2016
$
3,092,004

 
$
365,504

 
$
3,457,508

Revenue from receivable portfolios
(211,105
)
 
(38,733
)
 
(249,838
)
Allowance reversals on receivable portfolios, net
(613
)
 
(1,519
)
 
(2,132
)
(Reductions) additions on existing portfolios, net
(90,138
)
 
57,446

 
(32,692
)
Additions for current purchases
200,728

 

 
200,728

Effect of foreign currency translation
38,712

 
467

 
39,179

Balance at March 31, 2017
3,029,588

 
383,165

 
3,412,753

Revenue from receivable portfolios
(224,310
)
 
(39,097
)
 
(263,407
)
Allowance reversals on receivable portfolios, net
(7,121
)
 
(1,708
)
 
(8,829
)
Additions on existing portfolios, net
225,021

 
9,888

 
234,909

Additions for current purchases
258,687

 

 
258,687

Effect of foreign currency translation
66,927

 
(753
)
 
66,174

Balance at June 30, 2017
3,348,792

 
351,495

 
3,700,287

Revenue from receivable portfolios
(230,403
)
 
(33,621
)
 
(264,024
)
Allowance reversals on receivable portfolios, net
(17,817
)
 
(1,747
)
 
(19,564
)
Additions on existing portfolios, net
27,162

 
1,539

 
28,701

Additions for current purchases
336,725

 

 
336,725

Effect of foreign currency translation
56,971

 
375

 
57,346

Balance at September 30, 2017
$
3,521,430

 
$
318,041

 
$
3,839,471

During the three months ended September 30, 2018, the Company purchased receivable portfolios with a face value of $1.6 billion for $248.7 million, or a purchase cost of 15.9% of face value. The estimated future collections at acquisition for all portfolios purchased during the three months ended September 30, 2018 amounted to $512.3 million. During the three months ended September 30, 2017, the Company purchased receivable portfolios with a face value of $3.0 billion for $292.3 million, or a purchase cost of 9.7% of face value. The estimated future collections at acquisition for all portfolios purchased during the three months ended September 30, 2017 amounted to $630.6 million.
During the nine months ended September 30, 2018, the Company purchased receivable portfolios with a face value of $6.2 billion for $885.0 million, or a purchase cost of 14.2% of face value. The estimated future collections at acquisition for all portfolios purchased during the nine months ended September 30, 2018 amounted to $1,772.9 million. During the nine months ended September 30, 2017, the Company purchased receivable portfolios with a face value of $7.1 billion for $757.5 million, or a purchase cost of 10.6% of face value. The estimated future collections at acquisition for all portfolios purchased during the nine months ended September 30, 2017 amounted to $1,555.0 million.
All collections realized after the net book value of a portfolio has been fully recovered (“Zero Basis Portfolios”) are recorded as revenue (“Zero Basis Revenue”). During the three months ended September 30, 2018 and 2017, Zero Basis Revenue was approximately $32.2 million and $33.6 million, respectively. During the three months ended September 30, 2018 and 2017, allowance reversals on Zero Basis Portfolios were $2.8 million and $1.7 million, respectively.
During the nine months ended September 30, 2018 and 2017, Zero Basis Revenue was approximately $97.4 million and $111.5 million, respectively. During the nine months ended September 30, 2018 and 2017, allowance reversals on Zero Basis Portfolios were $6.8 million and $5.0 million, respectively.

19


The following tables summarize the changes in the balance of the investment in receivable portfolios during the following periods (in thousands, except percentages):
 
Three Months Ended September 30, 2018
 
Accrual Basis
Portfolios
 
Cost Recovery
Portfolios
 
Zero Basis
Portfolios
 
Total
Balance, beginning of period
$
3,074,292

 
$
10,329

 
$

 
$
3,084,621

Purchases of receivable portfolios
248,691

 

 

 
248,691

Disposals or transfers to assets held for sale
(4,253
)
 
(1,111
)
 

 
(5,364
)
Gross collections(1)
(463,474
)
 
(306
)
 
(35,063
)
 
(498,843
)
Put-Backs and Recalls(2)
(2,056
)
 

 
(18
)
 
(2,074
)
Foreign currency adjustments
(17,208
)
 
(93
)
 

 
(17,301
)
Revenue recognized
263,109

 

 
32,248

 
295,357

Portfolio allowance reversals, net
1,196

 

 
2,833

 
4,029

Balance, end of period
$
3,100,297

 
$
8,819

 
$

 
$
3,109,116

Revenue as a percentage of collections(3)
56.8
%
 
%
 
92.0
%
 
59.2
%
 
Three Months Ended September 30, 2017
 
Accrual Basis
Portfolios
 
Cost Recovery
Portfolios
 
Zero Basis
Portfolios
 
Total
Balance, beginning of period
$
2,541,590

 
$
14,335

 
$

 
$
2,555,925

Purchases of receivable portfolios
292,332

 

 

 
292,332

Disposals or transfers to assets held for sale
(3,536
)
 
(265
)
 

 
(3,801
)
Gross collections(1)
(407,435
)
 
(435
)
 
(35,126
)
 
(442,996
)
Put-Backs and Recalls(2)
(407
)
 

 
(242
)
 
(649
)
Foreign currency adjustments
44,366

 
46

 

 
44,412

Revenue recognized
230,403

 

 
33,621

 
264,024

Portfolio allowance reversals, net
17,817

 

 
1,747

 
19,564

Balance, end of period
$
2,715,130

 
$
13,681

 
$

 
$
2,728,811

Revenue as a percentage of collections(3)
56.5
%
 
%
 
95.7
%
 
59.6
%
________________________
(1)
Does not include amounts collected on behalf of others.
(2)
Put-backs represent accounts that are returned to the seller in accordance with the respective purchase agreement (“Put-Backs”). Recalls represent accounts that are recalled by the seller in accordance with the respective purchase agreement (“Recalls”).
(3)
Revenue as a percentage of collections excludes the effects of net portfolio allowances or net portfolio allowance reversals.


20


 
Nine Months Ended September 30, 2018
 
Accrual Basis
Portfolios
 
Cost Recovery
Portfolios
 
Zero Basis
Portfolios
 
Total
Balance, beginning of period
$
2,879,170

 
$
11,443

 
$

 
$
2,890,613

Purchases of receivable portfolios
885,033

 

 

 
885,033

Disposals or transfers to assets held for sale
(9,358
)
 
(1,373
)
 

 
(10,731
)
Gross collections(1)
(1,379,095
)
 
(1,729
)
 
(103,214
)
 
(1,484,038
)
Put-Backs and Recalls(2)
(14,231
)
 

 
(171
)
 
(14,402
)
Foreign currency adjustments
(57,539
)
 
(320
)
 

 
(57,859
)
Revenue recognized
771,628

 

 
97,400

 
869,028

Reclassification adjustments(3)

 
798

 
(798
)
 

Portfolio allowance reversals, net
24,689

 

 
6,783

 
31,472

Balance, end of period
$
3,100,297

 
$
8,819

 
$

 
$
3,109,116

Revenue as a percentage of collections(4)
56.0
%
 
%
 
94.4
%
 
58.6
%

 
Nine Months Ended September 30, 2017
 
Accrual Basis
Portfolios
 
Cost Recovery
Portfolios
 
Zero Basis
Portfolios
 
Total
Balance, beginning of period
$
2,368,366

 
$
14,443

 
$

 
$
2,382,809

Purchases of receivable portfolios
756,305

 
1,169

 

 
757,474

Disposals or transfers to assets held for sale
(11,004
)
 
(265
)
 

 
(11,269
)
Gross collections(1)
(1,212,357
)
 
(1,534
)
 
(116,150
)
 
(1,330,041
)
Put-Backs and Recalls(2)
(5,401
)
 

 
(275
)
 
(5,676
)
Foreign currency adjustments
127,852

 
(132
)
 

 
127,720

Revenue recognized
665,818

 

 
111,451

 
777,269

Portfolio allowance reversals, net
25,551

 

 
4,974

 
30,525

Balance, end of period
$
2,715,130

 
$
13,681

 
$

 
$
2,728,811

Revenue as a percentage of collections(4)
54.9
%
 
%
 
96.0
%
 
58.4
%
________________________
(1)
Does not include amounts collected on behalf of others.
(2)
Put-Backs represent accounts that are returned to the seller in accordance with the respective purchase agreement. Recalls represent accounts that are recalled by the seller in accordance with the respective purchase agreement.
(3)
Reclassification relating to certain Zero Basis Revenue that was classified as collections in cost recovery portfolios in prior periods.
(4)
Revenue as a percentage of collections excludes the effects of net portfolio allowances or net portfolio allowance reversals.

The following table summarizes the change in the valuation allowance for investment in receivable portfolios during the periods presented (in thousands):
 
Valuation Allowance
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Balance at beginning of period
$
75,129

 
$
130,675

 
$
102,576

 
$
137,037

Provision for portfolio allowances
6,156

 
10,181

 
8,816

 
10,863

Reversal of prior allowances
(10,185
)
 
(29,745
)
 
(40,288
)
 
(41,388
)
Effect of foreign currency translation
(365
)
 
1,759

 
(369
)
 
6,358

Balance at end of period
$
70,735

 
$
112,870

 
$
70,735

 
$
112,870


21


Note 7: Deferred Court Costs, Net
The Company pursues legal collections using a network of attorneys that specialize in collection matters and through its internal legal channel. The Company generally pursues collections through legal means only when it believes a consumer has sufficient assets to repay their indebtedness but has, to date, been unwilling to pay. In order to pursue legal collections the Company is required to pay certain upfront costs to the applicable courts that are recoverable from the consumer (“Deferred Court Costs”).
The Company capitalizes Deferred Court Costs in its consolidated financial statements and provides a reserve for those costs that it believes will ultimately be uncollectible. The Company determines the reserve based on an estimated court cost recovery rate established based on its analysis of historical court costs recovery data. The Company estimates deferral periods for Deferred Court Costs based on jurisdiction and nature of litigation and writes off any Deferred Court Costs not recovered within the respective deferral period. Collections received from debtors are first applied against related court costs with the balance applied to the debtors’ account balance.
Deferred Court Costs for the deferral period consist of the following as of the dates presented (in thousands):
 
September 30,
2018
 
December 31,
2017
Court costs advanced
$
812,359

 
$
743,584

Court costs recovered
(328,715
)
 
(299,606
)
Court costs reserve
(389,627
)
 
(364,015
)
Deferred court costs
$
94,017

 
$
79,963

A roll forward of the Company’s court cost reserve is as follows (in thousands):
 
Court Cost Reserve
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Balance at beginning of period
$
(381,125
)
 
$
(345,971
)
 
$
(364,015
)
 
$
(327,926
)
Provision for court costs
(23,065
)
 
(19,767
)
 
(67,293
)
 
(60,031
)
Net down of reserve after deferral period
13,603

 
12,419

 
38,990

 
36,992

Effect of foreign currency translation
960

 
(1,491
)
 
2,691

 
(3,845
)
Balance at end of period
$
(389,627
)
 
$
(354,810
)
 
$
(389,627
)
 
$
(354,810
)

22


Note 8: Other Assets
Other assets consist of the following (in thousands):
 
September 30,
2018
 
December 31,
2017
Identifiable intangible assets, net
$
64,067

 
$
75,736

Other financial receivables
41,003

 
37,861

Service fee receivables
31,782

 
25,609

Assets held for sale
26,241

 
18,741

Prepaid expenses
24,341

 
27,606

Deferred tax assets
14,376

 
18,773

Security deposits
2,947

 
3,451

Derivative instruments
2,450

 
5,834

Funds held in escrow

 
28,199

Prepaid income taxes

 
27,917

Other
37,395

 
33,001

Total
$
244,602

 
$
302,728

Note 9: Debt, Net
The Company is in compliance with all covenants under its financing arrangements as of September 30, 2018. The components of the Company’s consolidated debt and capital lease obligations were as follows (in thousands):
 
September 30,
2018
 
December 31,
2017
Encore revolving credit facility
$
447,000

 
$
328,961

Encore term loan facility
197,927

 
181,687

Encore senior secured notes
325,000

 
326,029

Encore convertible notes and exchangeable notes
656,000

 
483,500

Less: debt discount
(39,445
)
 
(32,720
)
Cabot senior secured notes
1,220,524

 
1,216,485

Less: debt discount
(1,734
)
 
(1,927
)
Cabot senior revolving credit facility
283,678

 
179,008

Cabot securitisation senior facility
390,690

 
391,790

Preferred equity certificates

 
253,324

Other credit facilities
57,980

 
68,001

Other
63,633

 
92,792

Capital lease obligations
8,005

 
6,069

 
3,609,258

 
3,492,999

Less: debt issuance costs, net of amortization
(47,791
)
 
(46,123
)
Total
$
3,561,467

 
$
3,446,876

Encore Revolving Credit Facility and Term Loan Facility
The Company has a revolving credit facility and term loan facility pursuant to a Third Amended and Restated Credit Agreement dated December 20, 2016 (as amended, the “Restated Credit Agreement”). The Restated Credit Agreement includes a revolving credit facility of $894.4 million (the “Revolving Credit Facility”) and a term loan facility of $203.7 million (the “Term Loan Facility”, and together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”).

23


During the quarter, the Company (1) extended the maturity of approximately $107.4 million of Revolving Credit Facility commitments from February 2019 to December 2021 and (2) exercised the remaining $99.7 million remaining on the accordion feature. Provisions of the Restated Credit Agreement as of September 30, 2018 include, but are not limited to:
Revolving Credit Facility commitments of (1) $884.2 million that expire in December 2021 and (2) $10.2 million that expire in February 2019, in each case with interest at a floating rate equal to, at the Company’s option, either: (a) reserve adjusted London Interbank Offered Rate (“LIBOR”), plus a spread that ranges from 250 to 300 basis points depending on the cash flow leverage ratio of Encore and its restricted subsidiaries as defined in the Restated Credit Agreement; or (b) alternate base rate, plus a spread that ranges from 150 to 200 basis points, depending on the cash flow leverage ratio of Encore and its restricted subsidiaries. “Alternate base rate,” as defined in the Restated Credit Agreement, means the highest of (i) the per annum rate which the administrative agent publicly announces from time to time as its prime lending rate, (ii) the federal funds effective rate from time to time, plus 0.5% per annum, (iii) reserved adjusted LIBOR determined on a daily basis for a one month interest period, plus 1.0% per annum and (iv) zero;
A $194.6 million term loan maturing in December 2021, with interest at a floating rate equal to, at the Company’s option, either: (1) reserve adjusted LIBOR, plus a spread that ranges from 250 to 300 basis points, depending on the cash flow leverage ratio of Encore and its restricted subsidiaries; or (2) alternate base rate, plus a spread that ranges from 150 to 200 basis points, depending on the cash flow leverage ratio of Encore and its restricted subsidiaries. Principal amortizes $2.5 million in 2018 and $15.3 million in each of 2019 and 2020 with the remaining principal due in 2021;
A $9.1 million term loan maturing in February 2019, with interest at a floating rate equal to, at the Company’s option, either: (1) reserve adjusted LIBOR, plus a spread that ranges from 250 to 300 basis points, depending on the cash flow leverage ratio of Encore and its restricted subsidiaries; or (2) alternate base rate, plus a spread that ranges from 150 to 200 basis points, depending on the cash flow leverage ratio of Encore and its restricted subsidiaries. Principal amortizes $0.3 million in 2018 with the remaining principal due in 2019;
A borrowing base under the Revolving Credit Facility equal to 35% of all eligible non-bankruptcy estimated remaining collections plus 55% of eligible estimated remaining collections for consumer receivables subject to bankruptcy;
A maximum cash flow leverage ratio permitted of 3.00:1.00;
A maximum cash flow first-lien leverage ratio of 2.00:1.00;
A minimum interest coverage ratio of 1.75:1.00;
The allowance of indebtedness in the form of senior secured notes not to exceed $350.0 million;
The allowance of additional unsecured or subordinated indebtedness not to exceed $1.1 billion, including junior lien indebtedness not to exceed $400.0 million;
Restrictions and covenants, which limit the payment of dividends and the incurrence of additional indebtedness and liens, among other limitations;
Repurchases of up to $150.0 million of Encore’s common stock after July 9, 2015, subject to compliance with certain covenants and available borrowing capacity;
A change of control definition, that excludes acquisitions of stock by Red Mountain Capital Partners LLC, JCF FPK I, LP and their respective affiliates of up to 50% of the outstanding shares of Encore’s voting stock;
Events of default which, upon occurrence, may permit the lenders to terminate the facility and declare all amounts outstanding to be immediately due and payable;
A pre-approved acquisition limit of $225.0 million per fiscal year;
A basket to allow for investments not to exceed the greater of (1) 200% of the consolidated net worth of Encore and its restricted subsidiaries; and (2) an unlimited amount such that after giving effect to the making of any investment, the cash flow leverage ratio is less than 1.25:1:00;
A basket to allow for investments in persons organized under the laws of Canada in the amount of $50.0 million;

24


A requirement that Encore and its restricted subsidiaries, for the four-month period ending February 2019, have sufficient cash or availability under the Revolving Credit Facility (excluding availability under revolving commitments expiring in February 2019) to satisfy any amounts due under the revolving commitments that expire in February 2019 and the sub-tranche of the Term Loan Facility that expires in February 2019;
Collateralization by all assets of the Company, other than the assets of certain foreign subsidiaries and all unrestricted subsidiaries as defined in the Restated Credit Agreement.
At September 30, 2018, the outstanding balance under the Revolving Credit Facility was $447.0 million, which bore a weighted average interest rate of 5.09% and 4.32% for the three months ended September 30, 2018 and 2017, respectively, and 4.90% and 3.99% for the nine months ended September 30, 2018 and 2017, respectively. Available capacity under the Revolving Credit Facility, after taking into account borrowing base and applicable debt covenants, was $178.1 million as of September 30, 2018. At September 30, 2018, the outstanding balance under the Term Loan Facility was $197.9 million.
Encore Senior Secured Notes
In August 2017, Encore entered into $325.0 million in senior secured notes with a group of insurance companies (the “Senior Secured Notes”). The Senior Secured Notes bear an annual interest rate of 5.625%, mature in 2024 and beginning in November 2019 will require quarterly principal payments of $16.3 million. As of September 30, 2018, $325.0 million of the Senior Secured Notes remained outstanding.
The Senior Secured Notes are guaranteed in full by certain of Encore’s subsidiaries. The Senior Secured Notes are pari passu with, and are collateralized by the same collateral as, the Senior Secured Credit Facilities. The Senior Secured Notes may be accelerated and become automatically and immediately due and payable upon certain events of default, including certain events related to insolvency, bankruptcy, or liquidation. Additionally, any series of the Senior Secured Notes may be accelerated at the election of the holder or holders of a majority in principal amount of such series of Senior Secured Notes upon certain events of default by Encore, including the breach of affirmative covenants regarding guarantors, collateral, minimum revolving credit facility commitment or the breach of any negative covenant. Encore may prepay the Senior Secured Notes at any time for any reason. If Encore prepays the Senior Secured Notes, payment will be at the higher of par or the present value of the remaining scheduled payments of principal and interest on the portion being prepaid. The discount rate used to determine the present value is 50 basis points over the then current Treasury Rate corresponding to the remaining average life of the Senior Secured Notes. The covenants and material terms in the purchase agreement for the Senior Secured Notes are substantially similar to those in the Restated Credit Agreement. The holders of the Senior Secured Notes and the administrative agent for the lenders of the Restated Credit Agreement have an intercreditor agreement related to their pro rata rights to the collateral, actionable default, powers and duties and remedies, among other topics.
Encore Convertible Notes and Exchangeable Notes
In June and July 2013, Encore issued $172.5 million aggregate principal amount of 3.000% 2020 Convertible Notes that mature on July 1, 2020 in private placement transactions (the “2020 Convertible Notes”). In March 2014, Encore issued $161.0 million aggregate principal amount of 2.875% 2021 Convertible Notes that mature on March 15, 2021 in private placement transactions (the “2021 Convertible Notes”). In March 2017, Encore issued $150.0 million aggregate principal amount of 3.250% 2022 Convertible Senior Notes that mature on March 15, 2022 in private placement transactions (the “2022 Convertible Notes” and together with the 2020 Convertible Notes and the 2021 Convertible Notes, the “Convertible Notes”). The interest on the Convertible Notes is payable semi-annually.
In July 2018, Encore Capital Europe Finance Limited (“Encore Finance”), a 100% owned finance subsidiary of Encore, issued $172.5 million aggregate principal amount of exchangeable senior notes due 2023 (the “Exchangeable Notes”). The Exchangeable Notes mature on September 1, 2023 and bear interest at a rate of 4.500% per year, payable semiannually in arrears on March 1 and September 1 of each year, beginning on March 1, 2019.
Prior to the close of business on the business day immediately preceding their respective conversion or exchange date (listed below), holders may convert or exchange their Convertible Notes or Exchangeable Notes under certain circumstances set forth in the applicable indentures. On or after their respective conversion or exchange dates until the close of business on the scheduled trading day immediately preceding their respective maturity date, holders may convert or exchange their notes at any time. Certain key terms related to the convertible and exchangeable features as of September 30, 2018 are listed below.

25


 
2020 Convertible Notes
 
2021 Convertible Notes
 
2022 Convertible Notes
 
2023 Exchangeable Notes
Initial conversion or exchange price
$
45.72

 
$
59.39

 
$
45.57

 
$
44.62

Closing stock price at date of issuance
$
33.35

 
$
47.51

 
$
35.05

 
$
36.45

Closing stock price date
June 24, 2013

 
March 5, 2014

 
February 27, 2017

 
July 20, 2018

Conversion or exchange rate (shares per $1,000 principal amount)
21.8718

 
16.8386

 
21.9467

 
22.4090

Conversion or exchange date
January 1, 2020

 
September 15, 2020

 
September 15, 2021

 
March 1, 2023

In the event of conversion or exchange, holders of the Company’s Convertible Notes or Exchangeable Notes will receive cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. The Company’s current intent is to settle conversions and exchanges through combination settlement (i.e., convertible or exchangeable into cash up to the aggregate principal amount, and shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election and subject to certain restrictions contained in each of the indentures governing the Convertible Notes and Exchangeable Notes, for the remainder). As a result, and in accordance with authoritative guidance related to derivatives and hedging and earnings per share, only the conversion or exchange spread is included in the diluted earnings per share calculation, if dilutive. Under such method, the settlement of the conversion or exchange spread has a dilutive effect when, during any quarter, the average share price of the Company’s common stock exceeds the initial conversion or exchange prices listed in the above table.
Authoritative guidance requires that issuers of convertible or exchangeable debt instruments which, upon conversion or exchange, may be settled fully or partially in cash, must separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible or nonexchangeable debt borrowing rate when interest cost is recognized in subsequent periods. Additionally, debt issuance costs are required to be allocated in proportion to the allocation of the liability and equity components and accounted for as debt issuance costs and equity issuance costs, respectively.
As discussed above, upon exchange of the Exchangeable Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. However, the Company was required to settle solely in cash all exchanges with an exchange date occurring before September 28, 2018, the “share reservation date.” As a result and in accordance with authoritative guidance, the exchange feature of the Exchangeable Notes did not qualify as an equity instrument and was bifurcated at the time of issuance. On September 28, 2018, the bifurcated derivative met the criteria for equity classification and was recorded in equity at fair value with no subsequent measurement. All issuance costs relating to the Exchangeable Notes were recorded as debt issuance costs. The debt and equity components, the issuance costs related to the equity component, the stated interest rate, and the effective interest rate for each of the Convertible Notes and Exchangeable Notes are listed below (in thousands, except percentages):
 
2020 Convertible Notes
 
2021 Convertible Notes
 
2022 Convertible Notes
 
2023 Exchangeable Notes
Debt component
$
140,247

 
$
143,645

 
$
137,266

 
$
157,971

Equity component
$
32,253

 
$
17,355

 
$
12,734

 
$
14,009

Equity issuance cost
$
1,106

 
$
581

 
$
398

 
$

Stated interest rate
3.000
%
 
2.875
%
 
3.250
%
 
4.500
%
Effective interest rate
6.350
%
 
4.700
%
 
5.200
%
 
6.500
%

26


The balances of the liability and equity components of all the Convertible Notes and Exchangeable Notes outstanding were as follows (in thousands):
 
September 30,
2018
 
December 31,
2017
Liability component—principal amount
$
656,000

 
$
483,500

Unamortized debt discount
(39,445
)
 
(32,720
)
Liability component—net carrying amount
$
616,555

 
$
450,780

Equity component
$
76,351

 
$
62,696

The debt discount is being amortized into interest expense over the remaining life of the Convertible Notes and Exchangeable Notes using the effective interest rates. Interest expense related to the Convertible Notes and Exchangeable Notes was as follows (in thousands):
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Interest expense—stated coupon rate
$
3,676

 
$
4,117

 
$
10,969

 
$
11,705

Interest expense—amortization of debt discount
2,518

 
2,473

 
7,410

 
7,374

Total interest expense—Convertible Notes and Exchangeable Notes
$
6,194

 
$
6,590

 
$
18,379

 
$
19,079

Hedge Transactions
In order to reduce the risk related to the potential dilution and/or the potential cash payments the Company may be required to make in the event that the market price of the Company’s common stock becomes greater than the conversion or exchange prices of the Convertible Notes and the Exchangeable Notes, the Company maintains a hedge program that increases the effective conversion or exchange price for each of the 2020 Convertible Notes, 2021 Convertible Notes, and the Exchangeable Notes. The Company did not hedge the 2022 Convertible Notes.
As of September 30, 2018, all the hedge instruments related to the Convertible Notes and Exchangeable Notes have been determined to be indexed to the Company’s own stock and meet the criteria for equity classification. In accordance with authoritative guidance, the Company recorded the cost of the hedge instruments as a reduction in additional paid-in capital and will not recognize subsequent changes in fair value of these financial instruments in its consolidated financial statements.
The details of the hedge program for each of the Convertible Notes and Exchangeable Notes are listed below (in thousands, except conversion price):
 
2020 Convertible Notes
 
2021 Convertible Notes
 
2023 Exchangeable Notes
Cost of the hedge transaction(s)
$
18,113

 
$
19,545

 
$
17,785

Initial conversion or exchange price
$
45.72

 
$
59.39

 
$
44.62

Effective conversion or exchange price
$
61.55

 
$
83.14

 
$
62.48

Cabot Senior Secured Notes
On August 2, 2013, Cabot Financial (Luxembourg) S.A. (“Cabot Financial”), an indirect subsidiary of Encore, issued £100.0 million (approximately $151.7 million) in aggregate principal amount of 8.375% Senior Secured Notes due 2020 (the “Cabot 2020 Notes”). Interest on the Cabot 2020 Notes is payable semi-annually, in arrears, on February 1 and August 1 of each year. On July 18, 2018, Cabot Financial completed an exchange offer for a portion of these outstanding notes, as further discussed below.
On March 27, 2014, Cabot Financial issued £175.0 million (approximately $291.8 million) in aggregate principal amount of 6.500% Senior Secured Notes due 2021 (the “Cabot 2021 Notes”). Interest on the Cabot 2021 Notes is payable semi-annually, in arrears, on April 1 and October 1 of each year. On July 18, 2018, Cabot Financial completed an exchange offer for a portion of these outstanding notes, as further discussed below.

27


On October 6, 2016, Cabot Financial issued £350.0 million (approximately $442.6 million) in aggregate principal amount of 7.500% Senior Secured Notes due 2023 (the “Cabot 2023 Notes”). Interest on the Cabot 2023 Notes is payable semi-annually, in arrears, on April 1 and October 1 of each year. The Cabot 2023 Notes were issued at a price equal to 100% of their face value.
On July 18, 2018, Cabot Financial completed an exchange offer whereby certain holders of the Cabot 2020 Notes and holders of the Cabot 2021 Notes exchanged their notes for additional Cabot 2023 Notes (the “Exchange Notes”). Pursuant to the exchange offer, Cabot Financial exchanged £32.2 million (approximately $42.4 million) in aggregate principal amount of the Cabot 2020 Notes and £95.0 million (approximately $125.2 million) in aggregate principal amount of the Cabot 2021 Notes, at a premium, for a total of £128.4 million (approximately $169.2 million) aggregate principal amount of the Exchange Notes. On July 18, 2018, Cabot Financial also issued £34.5 million (approximately $45.5 million) aggregate principal amount of 7.500% additional notes (the “Additional Notes”) at 99.0% plus accrued interest from and including April 1, 2018. Both the Exchange Notes and the Additional Notes were issued as additional notes under the indenture entered into by Cabot Financial, among others, dated October 6, 2016, governing the Cabot 2023 Notes and are part of the same series as the currently outstanding £350.0 million 7.500% Cabot 2023 Notes issued under that indenture. The fees relating to this refinancing transaction were approximately $6.6 million and were recorded as interest expense in the Company’s consolidated statements of operations during the three and nine months ended September 30, 2018.
The Cabot 2020 Notes, Cabot 2021 Notes, and the Cabot 2023 Notes (together the “Cabot Notes”) are fully and unconditionally guaranteed on a senior secured basis by the following indirect subsidiaries of the Company: Cabot Credit Management Limited (“CCM”), Cabot Financial Limited, and all material subsidiaries of Cabot Financial Limited (other than Cabot Financial and Marlin Intermediate Holdings plc). The Cabot Notes are secured by a first ranking security interest in all the outstanding shares of Cabot Financial and the guarantors (other than CCM and Marlin Midway Limited) and substantially all the assets of Cabot Financial and the guarantors (other than CCM). Subject to the Intercreditor Agreement described below under “Cabot Senior Revolving Credit Facility”, the guarantees provided in respect of the Cabot Notes are pari passu with each such guarantee given in respect of the Cabot Floating Rate Notes, Marlin Bonds and the Cabot Credit Facility described below.
On November 11, 2015, Cabot Financial (Luxembourg) II S.A. (“Cabot Financial II”), an indirect subsidiary of Encore, issued €310.0 million (approximately $332.2 million) in aggregate principal amount of Senior Secured Floating Rate Notes due 2021 (the “Cabot Floating Rate Notes”). The Cabot Floating Rate Notes were issued at a 1%, or €3.1 million (approximately $3.4 million), original issue discount, which is being amortized over the life of the notes and included as interest expense in the Company’s consolidated statements of operations. The Cabot Floating Rate Notes bear interest at a rate equal to three-month EURIBOR plus 5.875% per annum, reset quarterly. Interest on the Cabot Floating Rate Notes is payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning on February 15, 2016. The Cabot Floating Rate Notes will mature on November 15, 2021.
The Cabot Floating Rate Notes are fully and unconditionally guaranteed on a senior secured basis by the following indirect subsidiaries of the Company: CCM, Cabot Financial Limited and all material subsidiaries of Cabot Financial Limited (other than Cabot Financial II and Marlin Intermediate Holdings plc). The Cabot Floating Rate Notes are secured by a first-ranking security interest in all the outstanding shares of Cabot Financial II and the guarantors (other than CCM and Marlin Midway Limited) and substantially all the assets of Cabot Financial II and the guarantors (other than CCM).
Interest expense related to the Cabot senior secured notes was as follows (in thousands):
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Interest expense—stated coupon rate
$
21,411

 
$
24,285

 
$
64,250

 
$
73,278

Interest income—accretion of debt premium

 
(758
)
 

 
(2,855
)
Interest expense—amortization of debt discount
117

 
119

 
120

 
345

Total interest expense—Cabot senior secured notes
$
21,528

 
$
23,646

 
$
64,370

 
$
70,768

At September 30, 2018, the outstanding balance of the Cabot senior secured notes was $1.2 billion.
Cabot Senior Revolving Credit Facility
On December 12, 2017, Cabot Financial (UK) Limited (“Cabot Financial UK”) entered into an amended and restated senior secured revolving credit facility agreement, which provides for a total committed facility of £295.0 million (as amended and restated, the “Cabot Credit Facility”). As of September 30, 2018, the Cabot Credit Facility consisted of a £245.0 million

28


tranche that would expire in September 2021 and a £50.0 million tranche that would expire in March 2022, and included the following key provisions:
Interest at LIBOR (or EURIBOR for any loan drawn in euro) plus 3.25% per annum, which may decrease to 2.75% upon certain specified conditions;
A restrictive covenant that limits the loan to value ratio to 0.75 in the event that the Cabot Credit Facility is more than 20% utilized;
A restrictive covenant that limits the super senior loan (i.e. the Cabot Credit Facility and any super priority hedging liabilities) to value ratio to 0.275 in the event that the Cabot Credit Facility is more than 20% utilized;
Additional restrictions and covenants which limit, among other things, the payment of dividends and the incurrence of additional indebtedness and liens; and
Events of default which, upon occurrence, may permit the lenders to terminate the Cabot Credit Facility and declare all amounts outstanding to be immediately due and payable.
The Cabot Credit Facility is unconditionally guaranteed by the following indirect subsidiaries of the Company: CCM, Cabot Financial Limited, and all material subsidiaries of Cabot Financial Limited. The Cabot Credit Facility is secured by first ranking security interests in all the outstanding shares of Cabot Financial UK and the guarantors (other than CCM) and substantially all the assets of Cabot Financial UK and the guarantors (other than CCM). Pursuant to the terms of intercreditor agreements entered into with respect to the relative positions of the Cabot Notes, the Cabot Floating Rate Notes and the Cabot Credit Facility, any liabilities in respect of obligations under the Cabot Credit Facility that are secured by assets that also secure the Cabot Notes and the Cabot Floating Rate Notes will receive priority with respect to any proceeds received upon any enforcement action over any such assets.
At September 30, 2018, the outstanding borrowings under the Cabot Credit Facility were approximately $283.7 million. The weighted average interest rate was 3.86% and 3.50% for the three months ended September 30, 2018 and 2017, respectively, and 3.78% and 3.51% for the nine months ended September 30, 2018 and 2017, respectively. Available capacity under the Cabot Credit Facility, after taking into account borrowing base and applicable debt covenants, was £77.2 million (approximately $100.5 million) as of September 30, 2018.
On November 5, 2018, Cabot Financial UK amended the Cabot Credit Facility to, among other things, increase the size of the facility by £90.0 million to £385.0 million, extend the maturity date to September 2022 (except for a £10.0 million tranche that expires in September 2021) and reduce the interest rate on the tranches that expire in September 2022 from LIBOR (or EURIBOR for any loan drawn in euro) plus 3.25% per annum to LIBOR (or EURIBOR for any loan drawn in euro) plus 3.00% per annum.
Cabot Securitisation Senior Facility
Cabot’s wholly owned subsidiary Cabot Securitisation UK Ltd (“Cabot Securitisation”) entered into a senior facility agreement (the “Senior Facility Agreement”) for a committed amount of £300.0 million, of which £300.0 million was drawn as of September 30, 2018. The Senior Facility Agreement had an initial availability period ending in September 2020 and an initial repayment date in September 2022. On October 4, 2018, the Senior Facility Agreement was amended to mature in September 2023. The obligations of Cabot Securitisation under the Senior Facility Agreement 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 £329.6 million (approximately $429.2 million) as of September 30, 2018. Funds drawn under the Senior Facility Agreement will bear interest at a rate per annum equal to LIBOR plus a margin of 2.85%.
At September 30, 2018, the outstanding borrowings under the Cabot Securitisation Senior Facility were approximately $390.7 million. The weighted average interest rate was 3.56% and 3.10% for the three months ended September 30, 2018 and 2017, respectively, and 3.42% and 3.10% for the nine months ended September 30, 2018 and 2017, respectively.
On November 1, 2018, Cabot’s wholly owned subsidiary Cabot Securitisation UK II Ltd (“Cabot Securitisation II”) entered into a new non-recourse asset backed senior facility of £50.0 million, with a maturity date in September 2023. The facility is secured by first ranking security interests over all of Cabot Securitisation II’s property, assets and rights. Funds drawn under this facility will bear interest at a rate per annum equal to LIBOR plus a margin of 4.075%.
Cabot Securitisation and Cabot Securitisation II are securitized financing vehicles and are VIEs for consolidation purposes. Refer to Note 10, “Variable Interest Entities,” for further details.

29


Preferred Equity Certificates
The Company previously held preferred equity certificates (“PECs”) as a result of its initial acquisition of Cabot in July 2013. The PECs were legal debt obligations to the noncontrolling shareholders of Cabot and they were carried at face amount, plus any accrued interest. The PECs accrued interest at 12% per annum.
On July 24, 2018, in connection with the Cabot Transaction, the Company acquired all outstanding PECs including accrued interest not owned by the Company of approximately $262.5 million. As of September 30, 2018, the Company no longer carried any PECs. The accrued interest expense on the PECs was approximately $2.0 million and $6.6 million during the three months ended September 30, 2018 and 2017, respectively, and $17.3 million and $19.2 million during the nine months ended September 30, 2018 and 2017, respectively.
Capital Lease Obligations
The Company has capital lease obligations primarily for computer equipment. As of September 30, 2018, the Company’s capital lease obligations were approximately $8.0 million. These capital lease obligations require monthly, quarterly or annual payments through 2023 and have implicit interest rates that range from zero to approximately 5.5%.
Note 10: 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 benefits from the entity that could potentially be significant to the VIE.
The Company evaluates its relationships with its VIEs on an ongoing basis to ensure that it continues to be the primary beneficiary. A reconsideration event is significant if it changes the design of the entity or the entity’s equity investment at risk. Upon completion of the Cabot Transaction on July 24, 2018 and the subsequent change in organizational structure, Janus Holdings no longer qualified as a VIE and is now consolidated via the voting interest model.
As of September 30, 2018, 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.
Most assets recognized as a result of consolidating these VIEs do not represent additional assets that could be used to satisfy claims against the Company’s general assets. Conversely, liabilities recognized as a result of consolidating these VIEs do not represent additional claims on the Company’s general assets; rather, they represent claims against the specific assets of the VIE.
Note 11: Income Taxes
Income tax expense on income from continuing operations was $16.9 million and $17.8 million during the three months ended September 30, 2018 and 2017, respectively, and $37.7 million and $43.4 million during the nine months ended September 30, 2018 and 2017, respectively. The decreases in income tax expense for the three and nine months ended September 30, 2018 as compared to the corresponding periods in 2017 were primarily due to lower pretax income and the reduction of the U.S. corporate tax rate as prescribed by the U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”). The decreases were partially offset by increased tax expense in the Company’s international subsidiaries due to the recording of various discrete items and certain Cabot Transaction related expenses not deductible for tax purposes.
On December 22, 2017, the Tax Reform Act was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from a top rate of 35% to a flat rate of 21% effective January 1, 2018, while also implementing elements of a territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries.
Due to the complexities involved in accounting for the Tax Reform Act, Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”) allowed the Company to record provisional amounts in earnings for the year ended December 31, 2017. SAB 118 provides that where reasonable estimates can be made, the provisional accounting should be based on such estimates. During the three and nine months ended September 30, 2018, there were no changes made to the provisional amounts recognized in 2017.

30


The Company will continue to analyze the effects of the Tax Reform Act, and additional impacts, if any. The impact of the Tax Reform Act may differ from the Company’s estimates, possibly materially, during the one-year measurement period due to, among other things, further refinement of the Company’s calculations, changes in interpretations and assumptions the Company has made, guidance that may be issued and actions the Company may take as a result of the Tax Reform Act.
The effective tax rates for the respective periods are shown below:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Federal provision
21.0
%
 
35.0
 %
 
21.0
 %
 
35.0
 %
State provision
1.7
%
 
3.3
 %
 
1.5
 %
 
3.3
 %
International provision (benefit)(1)
31.1
%
 
(7.9
)%
 
14.7
 %
 
(2.2
)%
Other
2.7
%
 
(0.7
)%
 
(0.1
)%
 
0.2
 %
Effective rate
56.5
%
 
29.7
 %
 
37.1
 %
 
36.3
 %
________________________
(1)
During the three months ended September 30, 2018, the Company recorded certain discrete tax charges of approximately $5.0 million relating to previously established deferred tax assets in certain foreign subsidiaries in Latin America from which the Company no longer believes it will receive any benefit. In addition, the international provision increased due to nondeductible costs related to the Cabot Transaction. As a result, the effective international tax rates during the three and nine months ended September 30, 2018 have substantially increased as compared to the corresponding periods in 2017.
In accordance with the authoritative guidance for income taxes, 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 magnitude of the impact of the results the international operations has on the Company’s quarterly effective tax rate is dependent on the level of income or loss from the international operations in the period.
The Company’s subsidiary in Costa Rica is operating under a 100% tax holiday through December 31, 2026 and a 50% tax holiday for the subsequent four years. The impact of the tax holiday in Costa Rica for the three and nine months ended September 30, 2018 and 2017, was immaterial.
The Company had gross unrecognized tax benefits, inclusive of penalties and interest, of $21.6 million at September 30, 2018. These unrecognized tax benefits, if recognized, would result in a net tax benefit of $9.7 million as of September 30, 2018. The gross unrecognized tax benefits did not materially change from December 31, 2017.
Of the $204.6 million of cash and cash equivalents as of September 30, 2018, $171.9 million was held outside of the United States. Following the enactment of the Tax Reform Act and the associated transition tax, in general, repatriation of cash to the United States can be completed with no incremental U.S. tax. However, repatriation of cash could subject the Company to non-U.S. jurisdictional taxes on distributions. The Company maintains non-U.S. funds in its foreign operations to (i) provide adequate working capital, (ii) satisfy various regulatory requirements, and (iii) take advantage of business expansion opportunities as they arise. The non-U.S. jurisdictional taxes applicable to foreign earnings are not readily determinable or practicable. The Company continues to evaluate the impact of the Tax Reform Act on its election to indefinitely reinvest certain of its non-U.S. earnings. As of September 30, 2018, management believes that it has sufficient liquidity to satisfy its cash needs, including its cash needs in the United States.
Note 12: Commitments and Contingencies
Litigation and Regulatory
The Company is involved in disputes, legal actions, regulatory investigations, inquiries, and other actions from time to time in the ordinary course of business. The Company, along with others in its industry, is routinely subject to legal actions based on the Fair Debt Collection Practices Act (“FDCPA”), comparable state statutes, the Telephone Consumer Protection Act (“TCPA”), state and federal unfair competition statutes, and common law causes of action. The violations of law investigated or alleged in these actions often include claims that the Company lacks specified licenses to conduct its business, attempts to collect debts on which the statute of limitations has run, has made inaccurate 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

31


changes in business practices. Many continue on for some length of time and involve substantial investigation, litigation, negotiation, and other expense and effort before a result is achieved, and during the process the Company often cannot determine the substance or timing of any eventual outcome.
At September 30, 2018, there were no material developments in any of the legal proceedings disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
In certain legal proceedings, the Company may have recourse to insurance or third party contractual indemnities to cover all or portions of its litigation expenses, judgments, or settlements. In accordance with authoritative guidance, the Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. Where a range of loss can be reasonably estimated with no best estimate in the range, the Company records the minimum estimated liability. The Company continuously assesses the potential liability related to its pending litigation and regulatory matters and revises its estimates when additional information becomes available. As of September 30, 2018, other than the reserves related to the Consumer Finance Protection Bureau (“CFPB”) Consent Order and ancillary state regulatory matters, the Company has no material reserves for legal matters. Additionally, based on the current status of litigation and regulatory matters, either the estimate of exposure is immaterial to the Company’s financial statements or an estimate cannot yet be determined. The Company’s legal costs are recorded to expense as incurred.
Purchase Commitments
In the normal course of business, the Company enters into forward flow purchase agreements and other purchase commitment agreements. As of September 30, 2018, the Company has entered into agreements to purchase receivable portfolios with a face value of approximately $2.5 billion for a purchase price of approximately $392.9 million. Most purchase commitments do not extend past one year.
Note 13: Segment and Geographic Information
The Company conducts business through several operating segments that have similar economic and other qualitative characteristics and have been aggregated in accordance with authoritative guidance into one reportable segment, portfolio purchasing and recovery. Since the Company operates in one reportable segment, all required segment information can be found in the consolidated financial statements.
The Company has operations in the United States, Europe and other foreign countries. The following table presents the Company’s total revenues, adjusted by net allowances by geographic areas in which the Company operates (in thousands):
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Revenues, adjusted by net allowances(1):
 
 
 
 
 
 
 
United States
$
178,892

 
$
154,815

 
$
530,679

 
$
498,744

International
 
 
 
 
 
 
 
Europe(2)
137,331

 
127,687

 
412,407

 
300,379

Other geographies
20,551

 
24,197

 
70,223

 
70,434

 
157,882

 
151,884

 
482,630

 
370,813

Total
$
336,774

 
$
306,699

 
$
1,013,309

 
$
869,557

________________________
(1)
Revenues, adjusted by net allowances, are attributed to countries based on location of customer. Revenues primarily include portfolio revenues and fee-based income earned on accounts collected on behalf of others.
(2)
Based on the financial information that is used to produce the general-purpose financial statements, providing further geographic information is impracticable.
Note 14: Goodwill and Identifiable Intangible Assets
In accordance with authoritative guidance, 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.

32


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 nine months ended September 30, 2018 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 long-lived assets. Adverse changes in the Company’s actual or expected operating results, market capitalization, business climate, economic factors or other negative events that may be outside the control of management could result in a material non-cash impairment charge in the future.
The Company’s goodwill is attributable to reporting units included in its portfolio purchasing and recovery segment. The following table summarizes the activity in the Company’s goodwill balance (in thousands):
 
Total
Balance, December 31, 2017
$
928,993

Goodwill adjustments
(2,212
)
Effect of foreign currency translation
(28,190
)
Balance, September 30, 2018
$
898,591

The Company’s acquired intangible assets are summarized as follows (in thousands):
 
As of September 30, 2018
 
As of December 31, 2017
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Customer relationships
$
71,895

 
$
(11,796
)
 
$
60,099

 
$
73,875

 
$
(6,800
)
 
$
67,075

Developed technologies
5,710

 
(5,247
)
 
463

 
6,683

 
(5,411
)
 
1,272

Trade name and other
9,500

 
(5,995
)
 
3,505

 
14,413

 
(7,024
)
 
7,389

Total intangible assets
$
87,105

 
$
(23,038
)
 
$
64,067

 
$
94,971

 
$
(19,235
)
 
$
75,736

Note 15: Guarantee of Subsidiary Debt
Unless otherwise indicated in connection with a particular offering of debt securities, Encore will fully and unconditionally guarantee any debt securities issued by Encore Finance, a 100% owned finance subsidiary of Encore. Amounts related to Encore Finance are included in the consolidated financial statements of Encore subsequent to April 30, 2018, the date of the incorporation of Encore Finance. On July 20, 2018, Encore Finance issued $172.5 million aggregate principal amount of the Exchangeable Notes which are fully and unconditionally guaranteed by Encore. Refer to Note 9, “Debt, Net,” for further details of the Exchangeable Notes.

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

33


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, commercial retailers, and telecommunication companies. Defaulted receivables may also include receivables subject to bankruptcy proceedings.
United States
Our subsidiary Midland Credit Management (together with its subsidiaries and domestic affiliates, “Midland”) is a market leader in portfolio purchasing and recovery in the United States, including Puerto Rico.
Europe
Cabot Credit Management plc (together with its subsidiaries, “Cabot”), our largest international subsidiary, is one of the largest credit management services providers in Europe and is a market leader in the United Kingdom and Ireland. 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”), contingent collections, trace services and litigation activities. Cabot strengthened its debt servicing offerings with the acquisition of Wescot Credit Services Limited (“Wescot”), a leading U.K. contingency debt collection and BPO services company in November 2017. Previously we controlled Cabot via our majority ownership interest in the indirect holding company of Cabot, Janus Holdings Luxembourg S.à r.l. (“Janus Holdings”). On July 24, 2018, we completed the purchase of all of the outstanding equity of Cabot not owned by us (the “Cabot Transaction”). As a result, Cabot became a wholly owned subsidiary of Encore.
Latin America
Our majority-owned subsidiary, Refinancia S.A.S. (together with its subsidiaries, “Refinancia”), is a market leader in debt collection and management in Colombia and Peru. In addition to purchasing defaulted receivables, Refinancia offers portfolio management services to banks for non-performing loans. Refinancia also specializes in non-traditional niches in the geographic areas in which it operates, including point-of-purchase lending to consumers and providing financial solutions to individuals who have previously defaulted on their credit obligations.
In addition to operations in Colombia and Peru, we evaluate and purchase non-performing loans in other countries in Latin America, including Mexico and Brazil. We also invest in non-performing secured residential mortgages in Latin America.
Asia Pacific
Our subsidiary, Baycorp Holdings Pty Limited (together with its subsidiaries, “Baycorp”), specializes in the management of non-performing loans in Australia and New Zealand. In addition to purchasing defaulted receivables, Baycorp offers portfolio management services to banks for non-performing loans.
In India, we invested in Encore Asset Reconstruction Company Private Limited (“EARC”), which has completed initial immaterial purchases.
To date, operating results from our international operations on an individual basis, other than from Cabot, have not been significant to our total consolidated operating results. Our long-term growth strategy involves continuing to invest in our core portfolio purchasing and recovery business, strengthening and developing our international businesses, and leveraging our core competencies to explore expansion into adjacent asset classes.

34


Government Regulation
United States
As discussed in more detail under “Part I - Item 1 - Business - Government Regulation” contained in our Annual Report on Form 10-K, our U.S. debt purchasing business and collection activities 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.
International
As discussed in more detail under “Part I - Item 1 - Business - Government Regulation” contained in our Annual Report on Form 10-K, our international operations 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.
The Financial Conduct Authority (“FCA”) have now confirmed that the UK Senior Managers and Certification Regime (‘‘SMCR’’) will be extended to all sectors of the financial services industry (including consumer credit firms), at which point the majority of Cabot Credit Management Group Limited’s (“CCMG”) senior management team below the executive committee is expected to become certified persons, which could result in additional costs for CCMG. The objective of the regulation is to raise standards of conduct in financial services and to hold senior individuals accountable. The final implementation date for SMCR is December 9, 2019.
The Consumer Credit Act of 1974 (and its related regulations) and the U.K. Consumer Rights Act 2015 set forth requirements for the entry into and ongoing management of consumer credit arrangements in the United Kingdom. A failure to comply with these requirements can make agreements unenforceable or can result in a requirement that charged and collected interest be repaid. The FCA is in the process of reviewing the provisions of the Consumer Credit Act 1974, with a view to consider implementing rules into its handbook to replace the legislation. The FCA is expected to issue its final report by April 2019.
Cabot must comply with requirements established by the Data Protection Act of 2018 in relation to processing the personal data of its consumers. This legislation came into effect on May 23, 2018 to implement the EU General Data Protection Regulation (“GDPR”). This substantially replaced the Data Protection Act of 1998 and introduced significant changes to the data protection regime including but not limited to: the conditions for obtaining consent to process personal data; transparency and providing information to individuals regarding the processing of their personal data; enhanced rights for individuals; notification obligations for personal data breach; and new supervisory authorities, including a European Data Protection Board (“EDPB”). CCMG has made the required changes in its UK operations across its debt purchasing and servicing businesses to meet the requirements of the GDPR and the Data Protection Act 2018. A Data Protection Officer has been appointed and is supported at each UK site to promote and enforce good data protection practices.
Portfolio Purchasing and Recovery
United States
We purchase receivables based on robust, account-level valuation methods and employ proprietary statistical and behavioral models across our U.S. operations. These methods and models allow us to value portfolios accurately (and limit 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.
While seasonality does not have a material impact on our business, collections are generally strongest in our first calendar quarter, slower in the second and third calendar quarters, and slowest in the fourth calendar quarter. Relatively higher collections in the first quarter could result in a lower cost-to-collect ratio compared to the other quarters, as our fixed costs are relatively constant and applied against a larger collection base. The seasonal impact on our business may also be influenced by our purchasing levels, the types of portfolios we purchase, and our operating strategies.
Collection seasonality can also affect revenue as a percentage of collections, also referred to as our revenue recognition rate. Generally, revenue for each pool group declines steadily over time, whereas collections can fluctuate from quarter to quarter based on seasonality, as described above. In quarters with lower collections (e.g., the fourth calendar quarter), the revenue recognition rate can be higher than in quarters with higher collections (e.g., the first calendar quarter).

35


In addition, seasonality could have an impact on the relative level of quarterly earnings. In quarters with stronger collections, total costs are higher as a result of the additional efforts required to generate those collections. Since revenue for each pool group declines steadily over time, in quarters with higher collections and higher costs (e.g., the first calendar quarter), all else being equal, earnings could be lower than in quarters with lower collections and lower costs (e.g., the fourth calendar quarter). Additionally, in quarters where a greater percentage of collections come from our legal and agency outsourcing channels, cost to collect will be higher than if there were more collections from our internal collection sites.
International
Through Cabot, we purchase paying and non-paying receivable portfolios using a proprietary pricing model that utilizes account-level statistical and behavioral data. This model allows Cabot to value portfolios with a high degree of accuracy and quantify portfolio performance in order to maximize future collections. As a result, Cabot has been able to realize significant returns from the assets it has acquired. Cabot maintains strong relationships with many of the largest financial services providers in the United Kingdom and continues to expand in the United Kingdom and the rest of Europe with its acquisitions of portfolios and other credit management services providers.
While seasonality does not have a material impact on Cabot’s operations, collections are generally strongest in the second and third calendar quarters and slower in the first and fourth quarters, largely driven by the impact of the December holiday season and the New Year holiday, and the related impact on its customers’ ability to repay their balances. This drives a higher level of plan defaults over this period, which are typically repaired across the first quarter of the following year. The August vacation season in the United Kingdom also has an unfavorable effect on the level of collections, but this is traditionally compensated for by higher collections in July and September.
Purchases and Collections
Portfolio Pricing, Supply and Demand
United States
Industry delinquency and charge-off rates, which had been at historic lows, have continued to increase, creating higher volumes of charged-off accounts that are sold. In addition, issuers have continued to increase the amount of fresh portfolios in their sales. Fresh portfolios are portfolios that are generally sold within six months of the consumer’s account being charged-off by the financial institution. Meanwhile, prices for portfolios offered for sale started to decrease after several years of elevated pricing, especially for fresh portfolios. We believe the softening in pricing, especially for fresh portfolios, was primarily due to this growth, and anticipated future growth, in supply. In addition to selling a higher volume of charged-off accounts, issuers continued to sell their volume earlier in the calendar year than they had in the past.
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 because issuers are being more selective with buyers in the marketplace, resulting in consolidation within the portfolio purchasing and recovery industry. We believe this favors larger participants, such as Encore, because the larger market participants are better able to adapt to these pressures.
International
The U.K. market for charged-off portfolios has grown significantly in recent years driven by a material backlog of portfolio coming to market from credit issuers who are selling an increasing proportion of their non-performing loans. Prices for portfolios offered for sale directly from credit issuers remain at levels higher than historical averages. We expect that as a result of the level of available liquidity within industry participants, and lower return requirements for certain debt purchasers, pricing will remain elevated. However, we believe that with our competitive advantages, we will continue to be able to generate strong risk adjusted returns in the U.K. market.
The Spanish debt market continues to be one of the largest in Europe with a significant amount of debt to be sold and serviced. In particular, we anticipate strong debt purchasing and servicing opportunities in the secured and small and medium enterprise asset classes given the backlog of non-performing debt that has accumulated in these sectors.  Additionally, financial institutions continue to experience both market and regulatory pressure to dispose of non-performing loans which should further increase debt purchasing opportunities in Spain.
Although pricing has been elevated, we believe that as our European businesses increase in scale and expand to other markets, and with continued improvements in liquidation and improved efficiencies in collections, our margins will remain competitive. Additionally, Cabot’s continuing investment in its litigation liquidation channel has enabled them to collect from

36


consumers who have the ability to pay but have so far been unwilling to do so. This also enables Cabot to mitigate some of the impact of elevated pricing.
Purchases by Geographic Location
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 comprises of receivable portfolios subject to Chapter 13 and Chapter 7 bankruptcy proceedings.
In Europe, our purchased under-performing debt portfolios primarily consist of paying and non-paying consumer loan accounts. We also purchase certain secured mortgage portfolios and portfolios that are in insolvency status, in particular, individual voluntary arrangements.
The following table summarizes the geographic locations of receivable portfolios we purchased during the periods presented (in thousands):
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
United States
$
122,783

 
$
111,160

 
$
504,333

 
$
366,320

Europe
114,988

 
177,266

 
349,315

 
354,636

Other geographies
10,920

 
3,906

 
31,385

 
36,518

Total purchases
$
248,691

 
$
292,332

 
$
885,033

 
$
757,474

During the three months ended September 30, 2018, we invested $248.7 million to acquire receivable portfolios, with face values aggregating $1.6 billion, for an average purchase price of 15.9% of face value. The amount invested in receivable portfolios decreased $43.6 million, or 14.9%, compared with the $292.3 million invested during the three months ended September 30, 2017, to acquire receivable portfolios with face values aggregating $3.0 billion, for an average purchase price of 9.7% of face value.
During the nine months ended September 30, 2018, we invested $885.0 million to acquire receivable portfolios, with face values aggregating $6.2 billion, for an average purchase price of 14.2% of face value. The amount invested in receivable portfolios increased $127.6 million, or 16.8%, compared with the $757.5 million invested during the nine months ended September 30, 2017, to acquire receivable portfolios with face values aggregating $7.1 billion, for an average purchase price of 10.6% of face value.
In the United States, capital deployment increased for the three and nine months ended September 30, 2018, as compared to the corresponding periods in the prior year. The increases were primarily driven by continued growth in the supply of fresh portfolios. We have been successful in securing larger volume of fresh portfolios with improved expected returns.
In Europe, capital deployment for the three and nine months ended September 30, 2018 decreased as compared to the corresponding periods in the prior year. The decreases were primarily the result of a significant amount of capital deployment at Cabot during the third quarter of 2017 due to a large volume of portfolios offered for sale in the U.K. market.
The average purchase price, as a percentage of face value, varies from period to period depending on, among other factors, the quality of the accounts purchased and the length of time from charge-off to the time we purchase the portfolios.
Collections by Channel and Geographic Location
We currently utilize three channels for the collection of our receivables: collection sites, legal collections, and collection agencies. The collection sites 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 collection agencies that we utilize when we believe they can liquidate better or less expensively than we can or to supplement capacity in our internal call centers. The collection agencies channel also includes collections on accounts purchased where we maintain the collection agency servicing until the accounts can be recalled and placed in our collection channels. The following table summarizes the total collections by collection channel and geographic area (in thousands):

37


 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
United States(1):
 
 
 
 
 
 
 
Collection sites
$
170,573

 
$
128,199

 
$
497,343

 
$
397,981

Legal collections
143,718

 
134,011

 
417,315

 
421,984

Collection agencies
4,119

 
6,698

 
13,524

 
22,883

Subtotal
318,410

 
268,908

 
928,182

 
842,848

Europe:
 
 
 
 
 
 
 
Collection sites
66,853

 
75,940

 
225,657

 
226,139

Legal collections
42,333

 
26,956

 
109,580

 
88,469

Collection agencies
44,279

 
41,046

 
137,338

 
87,980

Subtotal
153,465

 
143,942

 
472,575

 
402,588

Other geographies:
 
 
 
 
 
 
 
Collection sites
21,767

 
23,797

 
66,197

 
66,232

Legal collections
1,957

 
2,108

 
6,368

 
5,757

Collection agencies
3,244

 
4,241

 
10,716

 
12,616

Subtotal
26,968

 
30,146

 
83,281

 
84,605

Total collections
$
498,843

 
$
442,996

 
$
1,484,038

 
$
1,330,041

________________________
(1)
Certain reclassifications have been made between collection agencies and collections sites for prior periods.
Gross collections increased by $55.8 million, or 12.6%, to $498.8 million during the three months ended September 30, 2018, from $443.0 million during the three months ended September 30, 2017. Gross collections increased by $154.0 million, or 11.6%, to $1,484.0 million during the nine months ended September 30, 2018, from $1,330.0 million during the nine months ended September 30, 2017.
The increase of collections in the United States during the three and nine months ended September 30, 2018 as compared to the corresponding periods in the prior year was primarily due to the acquisition of portfolios with higher returns in recent periods, the increase in our collection capacity, and our continued effort in improving liquidation. The increase in collections in Europe during the three months ended September 30, 2018 as compared to the corresponding period in the prior year was primarily the result of implementing certain liquidation improvement initiatives. The increase in collections in Europe during the nine months ended September 30, 2018 as compared to the corresponding period in the prior year was primarily the result of implementing certain liquidation improvement initiatives and the favorable impact of foreign currency translation, which was primarily the result of the weakening of the U.S. dollar against the British Pound.

38


Results of Operations
Results of operations, in dollars and as a percentage of total revenues, adjusted by net allowances, were as follows (in thousands, except percentages):
 
Three Months Ended September 30,
 
2018
 
2017
Revenues
 
 
 
 
 
 
 
Revenue from receivable portfolios
$
295,357

 
87.7
 %
 
$
264,024

 
86.1
 %
Other revenues
37,388

 
11.1
 %
 
23,111

 
7.5
 %
Total revenues
332,745

 
98.8
 %
 
287,135

 
93.6
 %
Allowance reversals on receivable portfolios, net
4,029

 
1.2
 %
 
19,564

 
6.4
 %
Total revenues, adjusted by net allowances
336,774

 
100.0
 %
 
306,699

 
100.0
 %
Operating expenses
 
 
 
 
 
 
 
Salaries and employee benefits
95,634

 
28.4
 %
 
77,232

 
25.2
 %
Cost of legal collections
50,473

 
15.0
 %
 
48,094

 
15.7
 %
Other operating expenses
30,691

 
9.1
 %
 
25,859

 
8.4
 %
Collection agency commissions
10,682

 
3.2
 %
 
10,622

 
3.4
 %
General and administrative expenses
41,893

 
12.4
 %
 
32,500

 
10.6
 %
Depreciation and amortization
9,873

 
2.9
 %
 
8,522

 
2.8
 %
Total operating expenses
239,246

 
71.0
 %
 
202,829

 
66.1
 %
Income from operations
97,528

 
29.0
 %
 
103,870

 
33.9
 %
Other (expense) income
 
 
 
 
 
 
 
Interest expense
(65,094
)
 
(19.3
)%
 
(52,755
)
 
(17.2
)%
Other (expense) income
(2,539
)
 
(0.8
)%
 
8,873

 
2.9
 %
Total other expense
(67,633
)
 
(20.1
)%
 
(43,882
)
 
(14.3
)%
Income from continuing operations before income taxes
29,895

 
8.9
 %
 
59,988

 
19.6
 %
Provision for income taxes
(16,879
)
 
(5.0
)%
 
(17,844
)
 
(5.9
)%
Net income
13,016

 
3.9
 %
 
42,144

 
13.7
 %
Net (income) loss attributable to noncontrolling interest
7,709

 
2.3
 %
 
(13,950
)
 
(4.5
)%
Net income attributable to Encore Capital Group, Inc. stockholders
$
20,725

 
6.2
 %
 
$
28,194

 
9.2
 %

39


 
Nine Months Ended September 30, 2018
 
2018
 
2017
Revenues
 
 
 
 
 
 
 
Revenue from receivable portfolios
$
869,028

 
85.8
 %
 
$
777,269

 
89.4
 %
Other revenues
112,809

 
11.1
 %
 
61,763

 
7.1
 %
Total revenues
981,837

 
96.9
 %
 
839,032

 
96.5
 %
Allowance reversals on receivable portfolios, net
31,472

 
3.1
 %
 
30,525

 
3.5
 %
Total revenues, adjusted by net allowances
1,013,309

 
100.0
 %
 
869,557

 
100.0
 %
Operating expenses
 
 
 
 
 
 
 
Salaries and employee benefits
275,853

 
27.2
 %
 
221,296

 
25.4
 %
Cost of legal collections
155,583

 
15.4
 %
 
149,460

 
17.2
 %
Other operating expenses
103,478

 
10.2
 %
 
76,249

 
8.8
 %
Collection agency commissions
34,587

 
3.4
 %
 
33,678

 
3.9
 %
General and administrative expenses
123,163

 
12.2
 %
 
102,750

 
11.8
 %
Depreciation and amortization
31,232

 
3.1
 %
 
25,819

 
3.0
 %
Total operating expenses
723,896

 
71.4
 %
 
609,252

 
70.1
 %
Income from operations
289,413

 
28.6
 %
 
260,305

 
29.9
 %
Other (expense) income
 
 
 
 
 
 
 
Interest expense
(183,092
)
 
(18.1
)%
 
(152,469
)
 
(17.5
)%
Other (expense) income
(4,961
)
 
(0.5
)%
 
12,004

 
1.4
 %
Total other expense
(188,053
)
 
(18.6
)%
 
(140,465
)
 
(16.1
)%
Income from continuing operations before income taxes
101,360

 
10.0
 %
 
119,840

 
13.8
 %
Provision for income taxes
(37,657
)
 
(3.7
)%
 
(43,442
)
 
(5.0
)%
Income from continuing operations
63,703

 
6.3
 %
 
76,398

 
8.8
 %
Loss from discontinued operations, net of tax

 

 
(199
)
 
0.0
 %
Net income
63,703

 
6.3
 %
 
76,199

 
8.8
 %
Net (income) loss attributable to noncontrolling interest
5,147

 
0.5
 %
 
(5,652
)
 
(0.7
)%
Net income attributable to Encore Capital Group, Inc. stockholders
$
68,850

 
6.8
 %
 
$
70,547

 
8.1
 %

Results of Operations—Cabot
The following table summarizes the operating results contributed by Cabot during the periods presented (in thousands):
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Total revenues, adjusted by net allowances
$
130,513

 
$
120,914

 
$
387,379

 
$
280,743

Total operating expenses
(72,343
)
 
(51,034
)
 
(215,344
)
 
(142,864
)
Income from operations
58,170

 
69,880

 
172,035

 
137,879

Interest expense-non-PEC
(36,169
)
 
(27,632
)
 
(96,196
)
 
(80,355
)
PEC interest expense
(1,952
)
 
(6,626
)
 
(17,307
)
 
(19,177
)
Other income
523

 
6,808

 
1,114

 
9,348

Income before income taxes
20,572

 
42,430

 
59,646

 
47,695

Provision for income taxes
(5,373
)
 
(8,374
)
 
(14,614
)
 
(11,556
)
Net income
15,199

 
34,056

 
45,032

 
36,139

Net loss (income) attributable to noncontrolling interest
3,674

 
(15,718
)
 
(5,068
)
 
(10,106
)
Net income attributable to Encore Capital Group, Inc. stockholders
$
18,873

 
$
18,338

 
$
39,964

 
$
26,033


40



Comparison of Results of Operations
Revenues
Our revenues consist of revenue from receivable portfolios and other revenues.
Revenue from receivable portfolios consists of accretion revenue and zero basis revenue. Accretion revenue represents revenue derived from pools (quarterly groupings of purchased receivable portfolios) with a cost basis that has not been fully amortized. Revenue from pools with a remaining unamortized cost basis is accrued based on each pool’s effective interest rate applied to each pool’s remaining unamortized cost basis. The cost basis of each pool is increased by revenue earned and decreased by gross collections and portfolio allowances. The effective interest rate is the internal rate of return (“IRR”) derived from the timing and amounts of actual cash received and anticipated future cash flow projections for each pool. All collections realized after the net book value of a portfolio has been fully recovered, or Zero Basis Portfolios (“ZBA”), are recorded as revenue, or zero basis revenue. We account for our investment in receivable portfolios utilizing the interest method in accordance with the authoritative guidance for loans and debt securities acquired with deteriorated credit quality.
Other revenues consist primarily of fee-based income earned on accounts collected on behalf of others, primarily credit originators. Certain of the Company’s international subsidiaries 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.
We may incur allowance charges when actual cash flows from our receivable portfolios underperform compared to our expectations or when there is a change in the timing of cash flows. Factors that may contribute to underperformance and to the recording of valuation allowances may include both internal as well as external factors. Internal factors that may have an impact on our collections include operational activities, such as capacity and the productivity of our collection staff. External factors that may have an impact on our collections include new laws or regulations, new interpretations of existing laws or regulations, and the overall condition of the economy. We record allowance reversals on pool groups that have historic allowance reserves when actual cash flows from these receivable portfolios outperform our expectations.
Total revenues, adjusted by net allowances, were $336.8 million during the three months ended September 30, 2018, an increase of $30.1 million, or 9.8%, compared to total revenues, adjusted by net allowances of $306.7 million during the three months ended September 30, 2017. Total revenues, adjusted by net allowances, were $1,013.3 million during the nine months ended September 30, 2018, an increase of $143.7 million, or 16.5%, compared to total revenues, adjusted by net allowances of $869.6 million during the nine months ended September 30, 2017.
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. The impact from foreign currency translation on our revenues was insignificant due to relatively consistent foreign currency exchange rate between U.S. dollar and the British Pound during the three months ended September 30, 2018 as compared to the three months ended September 30, 2017. Our revenues were favorably impacted by foreign currency translation, primarily by the weakening of the U.S. dollar against the British Pound by 5.6% for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017.
Revenue from receivable portfolios was $295.4 million during the three months ended September 30, 2018, an increase of $31.4 million, or 11.9%, compared to $264.0 million during the three months ended September 30, 2017. The increase in portfolio revenue during the three months ended September 30, 2018 compared to the three months ended September 30, 2017 was due to increased purchase volume in recent quarters.
Revenue from receivable portfolios was $869.0 million during the nine months ended September 30, 2018, an increase of $91.7 million, or 11.8%, compared to $777.3 million during the nine months ended September 30, 2017. The increase in portfolio revenue during the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017 was due to increased purchase volume in recent quarters and by the favorable impact of foreign currency translation, which was primarily the result of the weakening of the U.S. dollar against the British Pound.


41


The following tables summarize collections, 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, 2018
 
As of
September 30, 2018
 
Collections(1)
 
Gross
Revenue
 
Revenue
Recognition
Rate
 
Net
Reversal
(Portfolio
Allowance)
 
Revenue
% of Total
Revenue
 
Unamortized
Balances
 
Monthly
IRR
United States:
 
 
 
 
 
 
 
 
 
 
 
 
 
ZBA(2)
$
32,383

 
$
29,568

 
91.3
%
 
$
2,833

 
10.0
%
 
$

 

2011
3,740

 
3,306

 
88.4
%
 

 
1.1
%
 
3,704

 
27.5
%
2012
9,051

 
6,882

 
76.0
%
 

 
2.3
%
 
10,676

 
18.8
%
2013
25,237

 
18,787

 
74.4
%
 

 
6.4
%
 
29,048

 
18.9
%
2014
22,995

 
11,638

 
50.6
%
 
394

 
3.9
%
 
78,795

 
4.5
%
2015
30,169

 
12,619

 
41.8
%
 
(1,709
)
 
4.3
%
 
142,909

 
2.7
%
2016
57,161

 
24,004

 
42.0
%
 
(401
)
 
8.1
%
 
261,557

 
2.8
%
2017
78,699

 
34,790

 
44.2
%
 
(646
)
 
11.9
%
 
360,900

 
3.0
%
2018
58,975

 
36,745

 
62.3
%
 

 
12.4
%
 
461,910

 
3.1
%
Subtotal
318,410

 
178,339

 
56.0
%
 
471

 
60.4
%
 
1,349,499

 
3.6
%
Europe:
 
 
 
 
 
 
 
 
 
 
 
 
 
ZBA(2)
90

 
90

 
100.0
%
 

 
0.0
%
 

 

2013
31,884

 
23,882

 
74.9
%
 
6,431

 
8.1
%
 
252,673

 
3.1
%
2014
30,545

 
20,096

 
65.8
%
 

 
6.8
%
 
249,249

 
2.6
%
2015
20,329

 
11,897

 
58.5
%
 
(62
)
 
4.0
%
 
196,211

 
2.0
%
2016
18,002

 
11,861

 
65.9
%
 

 
4.0
%
 
179,271

 
2.3
%
2017
35,261

 
17,200

 
48.8
%
 

 
5.8
%
 
370,498

 
1.5
%
2018
17,354

 
12,854

 
74.1
%
 

 
4.4
%
 
335,275

 
1.5
%
Subtotal
153,465

 
97,880

 
63.8
%
 
6,369

 
33.1
%
 
1,583,177

 
2.1
%
Other geographies:
 
 
 
 
 
 
 
 
 
 
 
 
 
ZBA(2)
2,590

 
2,590

 
100.0
%
 

 
0.9
%
 

 

2014
1,304

 
4,407

 
338.0
%
 

 
1.5
%
 
63,420

 
2.4
%
2015
7,139

 
4,628

 
64.8
%
 
(1,748
)
 
1.6
%
 
22,142

 
6.0
%
2016
6,077

 
2,524

 
41.5
%
 
(1,063
)
 
0.9
%
 
29,895

 
2.4
%
2017
5,359

 
2,793

 
52.1
%
 

 
0.9
%
 
34,850

 
2.3
%
2018
4,499

 
2,196

 
48.8
%
 

 
0.7
%
 
26,133

 
3.3
%
Subtotal
26,968

 
19,138

 
71.0
%
 
(2,811
)
 
6.5
%
 
176,440

 
3.0
%
Total
$
498,843

 
$
295,357

 
59.2
%
 
$
4,029

 
100.0
%
 
$
3,109,116

 
2.8
%
________________________
(1)
Does not include amounts collected on behalf of others.
(2)
Zero basis revenue typically has a 100% revenue recognition rate. However, collections on ZBA pool groups where a valuation allowance remains must first be recorded as an allowance reversal until the allowance for that pool group is zero. Once the entire valuation allowance is reversed, the revenue recognition rate will become 100%. ZBA gross revenue includes an immaterial amount of accounts that are returned to the seller in accordance with the respective purchase agreement (“Put-Backs”).


42


 
Three Months Ended September 30, 2017
 
As of
September 30, 2017
 
Collections(1)
 
Gross
Revenue
 
Revenue
Recognition
Rate
 
Net
Reversal
(Portfolio
Allowance)
 
Revenue
% of Total
Revenue
 
Unamortized
Balances
 
Monthly
IRR
United States:
 
 
 
 
 
 
 
 
 
 
 
 
 
ZBA(2)
$
32,460

 
$
30,991

 
95.5
%
 
$
1,747

 
11.7
%
 
$

 

2007
444

 
6

 
1.4
%
 

 
0.0
%
 

 
0.0
%
2008
1,161

 
418

 
36.0
%
 

 
0.2
%
 
2,187

 
5.2
%
2009(3)

 

 

 

 

 

 

2010(3)

 

 

 

 

 

 

2011
4,584

 
4,072

 
88.8
%
 

 
1.5
%
 
5,119

 
25.0
%
2012
17,102

 
12,035

 
70.4
%
 
(2,337
)
 
4.6
%
 
18,042

 
18.5
%
2013
32,821

 
22,843

 
69.6
%
 

 
8.7
%
 
53,250

 
12.7
%
2014
32,838

 
17,949

 
54.7
%
 
(7,844
)
 
6.8
%
 
125,059

 
4.4
%
2015
42,711

 
18,460

 
43.2
%
 

 
7.0
%
 
222,897

 
2.6
%
2016
70,750

 
33,276

 
47.0
%
 

 
12.6
%
 
402,542

 
2.6
%
2017
34,037

 
23,185

 
68.1
%
 

 
8.8
%
 
346,524

 
2.8
%
Subtotal
268,908

 
163,235

 
60.7
%
 
(8,434
)
 
61.9
%
 
1,175,620

 
3.6
%
Europe:
 
 
 
 
 
 
 
 
 
 
 
 
 
2013
36,767

 
24,991

 
68.0
%
 
26,325

 
9.5
%
 
269,158

 
3.1
%
2014
35,104

 
21,115

 
60.1
%
 
1,673

 
8.0
%
 
294,938

 
2.4
%
2015
24,746

 
13,513

 
54.6
%
 

 
5.1
%
 
240,126

 
1.9
%
2016
24,782

 
11,434

 
46.1
%
 

 
4.3
%
 
215,499

 
1.9
%
2017
22,543

 
12,463

 
55.3
%
 

 
4.7
%
 
352,591

 
1.7
%
Subtotal
143,942

 
83,516

 
58.0
%
 
27,998

 
31.6
%
 
1,372,312

 
2.2
%
Other geographies:
 
 
 
 
 
 
 
 
 
 
 
 
 
ZBA(2)
2,666

 
2,630

 
98.6
%
 

 
1.0
%
 

 

2013
172

 

 
0.0
%
 

 
0.0
%
 
308

 
0.0
%
2014
1,910

 
4,485

 
234.8
%
 

 
1.7
%
 
61,215

 
2.4
%
2015
10,976

 
5,577

 
50.8
%
 

 
2.1
%
 
39,487

 
4.3
%
2016
8,794

 
3,453

 
39.3
%
 

 
1.3
%
 
49,979

 
2.2
%
2017
5,628

 
1,128

 
20.0
%
 

 
0.4
%
 
29,890

 
1.4
%
Subtotal
30,146

 
17,273

 
57.3
%
 

 
6.5
%
 
180,879

 
2.6
%
Total
$
442,996

 
$
264,024

 
59.6
%
 
$
19,564

 
100.0
%
 
$
2,728,811

 
2.8
%
________________________
(1)
Does not include amounts collected on behalf of others.
(2)
Zero basis revenue typically has a 100% revenue recognition rate. However, collections on ZBA pool groups where a valuation allowance remains must first be recorded as an allowance reversal until the allowance for that pool group is zero. Once the entire valuation allowance is reversed, the revenue recognition rate will become 100%. ZBA gross revenue includes an immaterial amount of Put-Backs.
(3)
Total collections realized exceed the net book value of the portfolio and have been converted to ZBA.


43


 
Nine Months Ended September 30, 2018
 
As of
September 30, 2018
 
Collections(1)
 
Gross
Revenue
 
Revenue
Recognition
Rate
 
Net
Reversal
(Portfolio
Allowance)
 
Revenue
% of Total
Revenue
 
Unamortized
Balances
 
Monthly
IRR
United States:
 
 
 
 
 
 
 
 
 
 
 
 
 
ZBA(2)
$
94,675

 
$
88,063

 
93.0
%
 
$
6,783

 
10.1
%
 
$

 

2008
1,652

 
237

 
14.3
%
 

 
0.0
%
 

 

2009(3)

 

 

 

 

 

 

2010(3)

 

 

 

 

 

 

2011
10,954

 
10,081

 
92.0
%
 

 
1.2
%
 
3,704

 
27.5
%
2012
28,496

 
23,489

 
82.4
%
 
(723
)
 
2.7
%
 
10,676

 
18.8
%
2013
81,759

 
62,230

 
76.1
%
 

 
7.2
%
 
29,048

 
18.9
%
2014
74,593

 
39,790

 
53.3
%
 
1,299

 
4.6
%
 
78,795

 
4.5
%
2015
100,683

 
43,054

 
42.8
%
 
(1,709
)
 
5.0
%
 
142,909

 
2.7
%
2016
186,747

 
80,046

 
42.9
%
 
(401
)
 
9.2
%
 
261,557

 
2.8
%
2017
243,525

 
114,363

 
47.0
%
 
(646
)
 
13.2
%
 
360,900

 
3.0
%
2018
105,098

 
64,612

 
61.5
%
 

 
7.4
%
 
461,910

 
3.1
%
Subtotal
928,182

 
525,965

 
56.7
%
 
4,603

 
60.6
%
 
1,349,499

 
3.6
%
Europe:
 
 
 
 
 
 
 
 
 
 
 
 
 
ZBA adjustment(4)

 
798

 

 

 
0.1
%
 

 

ZBA(2)
108

 
109

 
100.9
%
 

 
0.0
%
 

 

2013
102,073

 
74,485

 
73.0
%
 
20,690

 
8.6
%
 
252,673

 
3.1
%
2014
99,411

 
62,923

 
63.3
%
 
7,956

 
7.2
%
 
249,249

 
2.6
%
2015
67,228

 
38,050

 
56.6
%
 
852

 
4.4
%
 
196,211

 
2.0
%
2016
63,071

 
38,347

 
60.8
%
 

 
4.4
%
 
179,271

 
2.3
%
2017
116,312

 
50,819

 
43.7
%
 

 
5.8
%
 
370,498

 
1.5
%
2018
24,372

 
19,861

 
81.5
%
 

 
2.3
%
 
335,275

 
1.5
%
Subtotal
472,575

 
285,392

 
60.4
%
 
29,498

 
32.8
%
 
1,583,177

 
2.1
%
Other geographies:
 
 
 
 
 
 
 
 
 
 
 
 
 
ZBA(2)
8,431

 
8,430

 
100.0
%
 

 
1.0
%
 

 

2013(3)
150

 

 
0.0
%
 

 
0.0
%
 

 

2014
4,377

 
13,015

 
297.3
%
 

 
1.5
%
 
63,420

 
2.4
%
2015
24,121

 
15,618

 
64.7
%
 
(1,748
)
 
1.8
%
 
22,142

 
6.0
%
2016
20,073

 
9,059

 
45.1
%
 
(881
)
 
1.0
%
 
29,895

 
2.4
%
2017
18,197

 
7,741

 
42.5
%
 

 
0.9
%
 
34,850

 
2.3
%
2018
7,932

 
3,808

 
48.0
%
 

 
0.4
%
 
26,133

 
3.3
%
Subtotal
83,281

 
57,671

 
69.2
%
 
(2,629
)
 
6.6
%
 
176,440

 
3.0
%
Total
$
1,484,038

 
$
869,028

 
58.6
%
 
$
31,472

 
100
%
 
$
3,109,116

 
2.8
%
________________________
(1)
Does not include amounts collected on behalf of others.
(2)
Zero basis revenue typically has a 100% revenue recognition rate. However, collections on ZBA pool groups where a valuation allowance remains must first be recorded as an allowance reversal until the allowance for that pool group is zero. Once the entire valuation allowance is reversed, the revenue recognition rate will become 100%. ZBA gross revenue includes an immaterial amount of Put-Backs.
(3)
Total collections realized exceed the net book value of the portfolio and have been converted to ZBA.
(4)
Adjustment resulting from certain ZBA revenue that was classified as collections in cost recovery portfolios in prior periods.

44


 
Nine Months Ended September 30, 2017
 
As of
September 30, 2017
 
Collections(1)
 
Gross
Revenue
 
Revenue
Recognition
Rate
 
Net
Reversal
(Portfolio
Allowance)
 
Revenue
% of Total
Revenue
 
Unamortized
Balances
 
Monthly
IRR
United States:
 
 
 
 
 
 
 
 
 
 
 
 
 
ZBA(2)
$
107,606

 
$
102,900

 
95.6
%
 
$
4,974

 
13.2
%
 
$

 

2007
1,556

 
210

 
13.5
%
 

 
0.0
%
 

 
0.0
%
2008
3,645

 
1,589

 
43.6
%
 
613

 
0.2
%
 
2,187

 
5.2
%
2009(3)

 

 

 

 

 

 

2010
1,106

 
299

 
27.0
%
 

 
0.0
%
 

 
0.0
%
2011
15,956

 
13,218

 
82.8
%
 

 
1.7
%
 
5,119

 
25.0
%
2012
60,098

 
41,658

 
69.3
%
 
(2,337
)
 
5.4
%
 
18,042

 
18.5
%
2013
110,290

 
73,017

 
66.2
%
 

 
9.4
%
 
53,250

 
12.7
%
2014
114,944

 
61,117

 
53.2
%
 
(7,844
)
 
7.9
%
 
125,059

 
4.4
%
2015
149,190

 
60,677

 
40.7
%
 

 
7.8
%
 
222,897

 
2.6
%
2016
219,608

 
108,692

 
49.5
%
 

 
14.0
%
 
402,542

 
2.6
%
2017
58,849

 
39,893

 
67.8
%
 

 
5.1
%
 
346,524

 
2.8
%
Subtotal
842,848

 
503,270

 
59.7
%
 
(4,594
)
 
64.7
%
 
1,175,620

 
3.6
%
Europe:
 
 
 
 
 
 
 
 
 
 
 
 
 
2013
112,648

 
71,340

 
63.3
%
 
34,128

 
9.3
%
 
269,158

 
3.1
%
2014
104,839

 
61,622

 
58.8
%
 
1,673

 
7.9
%
 
294,938

 
2.4
%
2015
79,373

 
39,797

 
50.1
%
 

 
5.1
%
 
240,126

 
1.9
%
2016
72,053

 
33,452

 
46.4
%
 

 
4.3
%
 
215,499

 
1.9
%
2017
33,675

 
17,398

 
51.7
%
 

 
2.2
%
 
352,591

 
1.7
%
Subtotal
402,588

 
223,609

 
55.5
%
 
35,801

 
28.8
%
 
1,372,312

 
2.2
%
Other geographies:
 
 
 
 
 
 
 
 
 
 
 
 
 
ZBA(2)
8,544

 
8,530

 
99.8
%
 

 
1.1
%
 

 

2013
721

 

 
0.0
%
 

 
0.0
%
 
308

 
0.0
%
2014
6,265

 
12,406

 
198.0
%
 

 
1.7
%
 
61,215

 
2.4
%
2015
32,093

 
16,555

 
51.6
%
 

 
2.1
%
 
39,487

 
4.3
%
2016
27,715

 
11,032

 
39.8
%
 
(682
)
 
1.4
%
 
49,979

 
2.2
%
2017
9,267

 
1,867

 
20.1
%
 

 
0.2
%
 
29,890

 
1.4
%
Subtotal
84,605

 
50,390

 
59.6
%
 
(682
)
 
6.5
%
 
180,879

 
2.6
%
Total
$
1,330,041

 
$
777,269

 
58.4
%
 
$
30,525

 
100.0
%
 
$
2,728,811

 
2.8
%
________________________
(1)
Does not include amounts collected on behalf of others.
(2)
Zero basis revenue typically has a 100% revenue recognition rate. However, collections on ZBA pool groups where a valuation allowance remains must first be recorded as an allowance reversal until the allowance for that pool group is zero. Once the entire valuation allowance is reversed, the revenue recognition rate will become 100%. ZBA gross revenue includes an immaterial amount of Put-Backs.
(3)
Total collections realized exceed the net book value of the portfolio and have been converted to ZBA.
Other revenues were $37.4 million and $23.1 million for the three months ended September 30, 2018 and 2017, respectively, and $112.8 million and $61.8 million for the nine months ended September 30, 2018 and 2017, respectively. Other revenues primarily consist of fee-based income earned at our international subsidiaries that provide portfolio management services to credit originators for non-performing loans. The increase in other revenues in the periods presented was primarily attributable to additional fee-based income earned from recently acquired fee-based service providers, primarily from the acquisition of Wescot, which was completed in November 2017.
Net allowance reversals were $4.0 million and $19.6 million during the three months ended September 30, 2018 and 2017, respectively, and $31.5 million and $30.5 million for the nine months ended September 30, 2018 and 2017, respectively. During the three months ended September 30, 2018, we recorded a total allowance reversal of $10.2 million. This allowance

45


reversal was partially offset by a portfolio allowance of $6.2 million recorded on certain pools with shortfalls on projected cash flows. The allowance reversal was primarily a result of sustained improvements in portfolio collections on certain European portfolios on which we had previously recorded large portfolio allowances in the past. These improvements in portfolio collections were driven by liquidation improvement initiatives.
Operating Expenses
Total operating expenses were $239.2 million during the three months ended September 30, 2018, an increase of $36.4 million, or 17.9%, compared to total operating expenses of $202.8 million during the three months ended September 30, 2017. Total operating expenses were $723.9 million during the nine months ended September 30, 2018, an increase of $114.6 million, or 18.8%, compared to total operating expense of $609.3 million during the nine months ended September 30, 2017.
The increases in operating expenses during the three and nine months ended September 30, 2018, as compared to the corresponding periods in 2017, were primarily the result of expenses associated with Wescot, which was acquired in November 2017, the Cabot Transaction, and collections capacity expansion in the U.S.
Additionally, 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. The impact from foreign currency translation on our operating expenses was not significant due to a relatively consistent foreign currency exchange rate between the U.S. dollar and British Pound during the three months ended September 30, 2018 as compared to the three months ended September 30, 2017. Our operating expenses were unfavorably impacted by foreign currency translation, primarily by the weakening of the U.S. dollar against the British Pound by 5.6% for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017.
Operating expenses are explained in more detail as follows:
Salaries and Employee Benefits
Salaries and employee benefits increased by $18.4 million, or 23.8%, to $95.6 million during the three months ended September 30, 2018, from $77.2 million during the three months ended September 30, 2017. Salaries and employee benefits increased by $54.6 million, or 24.7%, to $275.9 million during the nine months ended September 30, 2018, from $221.3 million during the nine months ended September 30, 2017. The increase was primarily the result of the integration of Wescot and an increase in headcount at our domestic sites as part of initiatives to increase collections capacity and an increase at our international subsidiaries resulting from recent acquisitions.
Stock-based compensation increased $1.5 million, or 41.9%, to $5.0 million during the three months ended September 30, 2018, from $3.5 million during the three months ended September 30, 2017. Stock-based compensation increased $3.5 million, or 48.6%, to $10.5 million during the nine months ended September 30, 2018, from $7.0 million during the nine months ended September 30, 2017. The increase was primarily attributable to larger expense reversals during the prior year as compared to the corresponding periods in the current year and increased expenses related to the Cabot Transaction.
Cost of Legal Collections
Cost of legal collections primarily includes contingent fees paid to our 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, or Deferred Court Costs. We capitalize these costs in the consolidated financial statements and provide a reserve for those costs that we believe will ultimately be uncollectible. We determine the reserve based on our analysis of historical court costs recovery data.
During the three months ended September 30, 2018, overall cost of legal collections increased $2.4 million, or 4.9%, to $50.5 million, as compared to $48.1 million during the corresponding period in the prior year. The cost of legal collections in the United States increased by $2.9 million, or 7.2% and the cost of legal collections in Europe decreased by $0.5 million, or 7.7% during the three months ended September 30, 2018, as compared to the corresponding period in the prior year. The cost of legal collections as a percentage of gross collections through this channel was 26.8% during the three months ended September 30, 2018, a decrease from 29.5% during the corresponding period in 2017. The cost of legal collections as a percentage of gross collections through this channel in the United States was consistent at 30.5% during the three months ended September 30, 2018 and 2017. The cost of legal collections as a percentage of gross collections through this channel in Europe was 14.7% and 25.1% during the three months ended September 30, 2018 and 2017.

46


During the nine months ended September 30, 2018, overall cost of legal collections increased $6.1 million, or 4.1%, to $155.6 million, as compared to $149.5 million during the corresponding period in the prior year. The cost of legal collections in the United States increased slightly by $3.1 million, or 2.4% and cost of legal collections in Europe increased by $3.4 million, or 18.3% during the nine months ended September 30, 2018, as compared to the corresponding period in the prior year. The cost of legal collections as a percentage of gross collections through this channel was consistent at 29.2% during the nine months ended September 30, 2018 and 2017. The cost of legal collections as a percentage of gross collections through this channel in the United States was 31.7% and 30.7% during the nine months ended September 30, 2018 and 2017, respectively. The cost of legal collections as a percentage of gross collections through this channel in Europe was 19.9% and 20.9% during the nine months ended September 30, 2018 and 2017, respectively.
The decreases in the cost of legal collections as a percentage of gross collections in Europe during the three and nine months ended September 30, 2018 as compared to the corresponding periods in 2017 were due to decreased placements in the legal channel and higher collections from previous placements.
Other Operating Expenses
Other operating expenses increased by $4.8 million, or 18.5%, to $30.7 million during the three months ended September 30, 2018, from $25.9 million during the three months ended September 30, 2017.
Other operating expenses increased by $27.3 million, or 35.8%, to $103.5 million during the nine months ended September 30, 2018, from $76.2 million during the nine months ended September 30, 2017.
The increase during the three months ended September 30, 2018 as compared to the corresponding period in the prior year was primarily due to increases in mailing initiatives and increases at our international subsidiaries resulting from recent acquisitions. The increase during the nine months ended September 30, 2018 as compared to the corresponding period in the prior year was primarily due to increases in new domestic marketing programs and mailing initiatives and increases at our international subsidiaries resulting from recent acquisitions.
Collection Agency Commissions
During the three months ended September 30, 2018, we incurred $10.7 million in commissions to third-party collection agencies, or 20.7% of the related gross collections of $51.6 million. During that period, the commission rate as a percentage of related gross collections was 13.9% and 20.8% for our collection outsourcing channels in the United States and Europe, respectively. During the three months ended September 30, 2017, we incurred $10.6 million in commissions to third-party collection agencies, or 20.4%, of the related gross collections of $52.0 million. During that period, the commission rate as a percentage of related gross collections was 12.4% and 20.1% for our collection outsourcing channels in the United States and Europe, respectively.
During the nine months ended September 30, 2018, we incurred $34.6 million in commissions to third-party collection agencies, or 21.4% of the related gross collections of $161.6 million. During that period, the commission rate as a percentage of related gross collections was 14.5% and 21.5% for our collection outsourcing channels in the United States and Europe, respectively. During the nine months ended September 30, 2017, we incurred $33.7 million in commissions to third-party collection agencies, or 27.3%, of the related gross collections of $123.5 million. During that period, the commission rate as a percentage of related gross collections was 13.5% and 29.2% for our collection outsourcing channels in the United States and Europe, respectively.
Collections through this channel vary from period to period depending on, among other things, the number of accounts placed with an agency versus accounts collected internally. Commissions, as a percentage of collections in this channel also vary from period to period 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. The United States collection agency commission rate is lower than the European rate due to a higher concentration of lower commission rate bankruptcy portfolios collected through the collection agency channel in the United States.
General and Administrative Expenses
General and administrative expenses increased $9.4 million, or 28.9%, to $41.9 million during the three months ended September 30, 2018, from $32.5 million during the three months ended September 30, 2017.
General and administrative expenses increased $20.4 million, or 19.8%, to $123.2 million during the nine months ended September 30, 2018, from $102.8 million during the nine months ended September 30, 2017.

47


The increases were primarily due to various costs relating to the Cabot Transaction, additional infrastructure costs at our domestic sites and additional general and administrative expenses at our international subsidiaries related to our recent acquisitions.
Depreciation and Amortization
Depreciation and amortization expense increased by $1.4 million, or 16.5%, to $9.9 million during the three months ended September 30, 2018, from $8.5 million during the three months ended September 30, 2017. Depreciation and amortization expense increased by $5.4 million, or 20.9%, to $31.2 million during the nine months ended September 30, 2018, from $25.8 million during the nine months ended September 30, 2017.
The increases during the three and nine months ended September 30, 2018 were primarily attributable to additional depreciation and amortization expenses resulting from fixed assets and intangible assets acquired through our recent acquisitions.
Interest Expense
Interest expense increased to $65.1 million during the three months ended September 30, 2018, from $52.8 million during the three months ended September 30, 2017. Interest expense increased to $183.1 million during the nine months ended September 30, 2018, from $152.5 million during the nine months ended September 30, 2017.
The following table summarizes our interest expense (in thousands):
 
Three Months Ended September 30,
 
2018
 
2017
 
$ Change
Stated interest on debt obligations
$
47,990

 
$
40,613

 
$
7,377

Interest expense on preferred equity certificates
1,952

 
6,626

 
(4,674
)
Amortization of loan fees and other loan costs
12,517

 
3,682

 
8,835

Amortization of debt discount
2,635

 
2,592

 
43

Accretion of debt premium

 
(758
)
 
758

Total interest expense
$
65,094

 
$
52,755

 
$
12,339

 
Nine Months Ended September 30,
 
2018
 
2017
 
$ Change
Stated interest on debt obligations
$
139,188

 
$
117,785

 
$
21,403

Interest expense on preferred equity certificates
17,307

 
19,177

 
(1,870
)
Amortization of loan fees and other loan costs
19,067

 
10,643

 
8,424

Amortization of debt discount
7,530

 
7,719

 
(189
)
Accretion of debt premium

 
(2,855
)
 
2,855

Total interest expense
$
183,092

 
$
152,469

 
$
30,623

On July 24, 2018, in connection with the Cabot Transaction, we purchased all outstanding PECs including accrued interest that were held by Cabot’s minority shareholders. As a result, we will not incur any PEC interest expense subsequent to the Cabot Transaction.
The increases in interest expense during the three and nine months ended September 30, 2018 as compared to the corresponding periods in 2017 were primarily attributable to larger expenses relating to loan fees associated with our refinancing activities, higher interest rates, higher balances on the revolving credit facility in the United States, and higher balances outstanding on Cabot’s credit facilities. During the three and nine months ended September 30, 2018, interest expense included approximately $6.6 million in fees relating to Cabot’s refinancing of the Cabot senior secured notes and approximately $2.5 million of fees for a bridge loan commitment related to the Cabot Transaction.

48


Other Income and Expense
Other income and 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 expense was $2.5 million during the three months ended September 30, 2018, compared to other income of $8.9 million during the three months ended September 30, 2017. Other expense was $5.0 million during the nine months ended September 30, 2018 compared to other income of $12.0 million during the nine months ended September 30, 2017. Other expense during the three and nine months ended September 30, 2018 was primarily the result of a loss on a derivative contract of $2.7 million and $9.3 million respectively. On May 8, 2018, in anticipation of the completion of the Cabot Transaction, we entered into a foreign exchange forward contract with a notional amount of £176.0 million, which was approximately the anticipated cash consideration for the Cabot Transaction. On August 3, 2018, we settled this contract in cash and recognized a total loss of $9.3 million. This loss was substantially offset by the decrease of final cash consideration in U.S. dollars for the Cabot Transaction. Other income during the three and nine months ended September 30, 2017 was primarily due to a gain recognized on the redemption of senior secured notes and foreign exchange derivative contracts.
Income Taxes
We recorded income tax expense on income from continuing operations of $16.9 million and $17.8 million during the three months ended September 30, 2018 and 2017, respectively, and $37.7 million and $43.4 million during the nine months ended September 30, 2018 and 2017, respectively. The decreases in our income tax expense for the three and nine months ended September 30, 2018 as compared to the corresponding periods in 2017 were primarily due to lower pretax income and the reduction of the U.S. corporate tax rate as prescribed by the U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”). The decreases were partially offset by increased tax expenses in the Company’s international subsidiaries due to the recording of various discrete items and certain Cabot Transaction related expenses not allowed for tax deduction.
On December 22, 2017, the Tax Reform Act was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from a top rate of 35% to a flat rate of 21% effective January 1, 2018, while also implementing elements of a territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries.
Due to the complexities involved in accounting for the Tax Reform Act, Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”) allowed us to record provisional amounts in earnings for the year ended December 31, 2017. SAB 118 provides that where reasonable estimates can be made, the provisional accounting should be based on such estimates. During the three and nine months ended September 30, 2018, there were no changes made to the provisional amounts recognized in 2017.
We will continue to analyze the effects of the Tax Reform Act, and additional impacts, if any. The impact of the Tax Reform Act may differ from our estimates, possibly materially, during the one-year measurement period due to, among other things, further refinement of our calculations, changes in interpretations and assumptions we have made, guidance that may be issued and actions we may take as a result of the Tax Reform Act.

49


The effective tax rates for the respective periods are shown below:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Federal provision
21.0
%
 
35.0
 %
 
21.0
 %
 
35.0
 %
State provision
1.7
%
 
3.3
 %
 
1.5
 %
 
3.3
 %
International provision (benefit)(1)
31.1
%
 
(7.9
)%
 
14.7
 %
 
(2.2
)%
Other
2.7
%
 
(0.7
)%
 
(0.1
)%
 
0.2
 %
Effective rate
56.5
%
 
29.7
 %
 
37.1
 %
 
36.3
 %
________________________
(1)
During the three months ended September 30, 2018, we recorded certain discrete tax charges of approximately $5.0 million relating to previously established deferred tax assets in certain foreign subsidiaries in Latin America from which we no longer believe we will receive any benefit. In addition, the international provision increased due to nondeductible costs related to the Cabot Transaction. As a result, the effective international tax rates during the three and nine months ended September 30, 2018 have substantially increased as compared to the corresponding periods in 2017.
Our effective tax rate could fluctuate significantly on a quarterly basis and could be adversely affected to the extent earnings are lower than anticipated in countries that have lower statutory tax rates and higher than anticipated in countries that have higher statutory tax rates.
In accordance with the authoritative guidance for income taxes, 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 we operate in foreign countries with varying tax rates, the magnitude of the impact of the results the international operations has on our quarterly effective tax rate is dependent on the level of income or loss from our international operations in the period.
Our subsidiary in Costa Rica is operating under a 100% tax holiday through December 31, 2026 and a 50% tax holiday for the subsequent four years. The impact of the tax holiday in Costa Rica for the three and nine months ended September 30, 2018 and 2017 was immaterial.
We had gross unrecognized tax benefits, inclusive of penalties and interest, of $21.6 million at September 30, 2018. These unrecognized tax benefits, if recognized, would result in a net tax benefit of $9.7 million as of September 30, 2018. The gross unrecognized tax benefits did not materially change from December 31, 2017.
Of the $204.6 million of cash and cash equivalents as of September 30, 2018, $171.9 million was held outside of the United States. Following the enactment of the Tax Reform Act and associated transition tax, in general, repatriation of cash to the United States can be completed with no incremental U.S. tax. However, repatriation of cash could subject us to non-U.S. jurisdictional taxes on distributions. We maintain non-U.S. funds in our foreign operations to (i) provide adequate working capital; (ii) satisfy various regulatory requirements, and (iii) take advantage of business expansion opportunities as they arise. The non-U.S. jurisdictional taxes applicable to foreign earnings are not readily determinable or practicable. We continue to evaluate the impact of the Tax Reform Act on our election to indefinitely reinvest certain of our non-U.S. earnings. As of September 30, 2018, management believes that we have sufficient liquidity to satisfy our cash needs, including our cash needs in the United States.

50


Cost per Dollar Collected
We utilize adjusted operating expenses in order to facilitate a comparison of approximate cash costs to cash collections for our portfolio purchasing and recovery business. The calculation of adjusted operating expenses is illustrated in detail in the “Non-GAAP Disclosure” section. The following table summarizes our overall cost per dollar collected by geographic location during the periods presented:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
United States
40.7
%
 
42.9
%
 
41.7
%
 
42.6
%
Europe
24.4
%
 
28.4
%
 
27.0
%
 
28.9
%
Other geographies
46.9
%
 
45.9
%
 
47.1
%
 
48.3
%
Overall cost per dollar collected
36.0
%
 
38.4
%
 
37.3
%
 
38.8
%
Our overall cost per dollar collected (or “cost-to-collect”) decreased 240 basis points to 36.0% for the three months ended September 30, 2018, from 38.4% during the corresponding period in the prior year. Overall cost-to-collect decreased 150 basis points to 37.3% during the nine months ended September 30, 2018, from 38.8% during the corresponding period in the prior year.
Cost-to-collect in the United States decreased due to a combination of (a) collection mix shifting towards non-legal collection, which has lower cost-to-collect, (b) higher total collections that blended down fixed cost and reduced overall cost-to-collect, and (c) reduced cost-to-collect in the legal channel that is driven by improved court cost recovery rates, more legal collections coming from internal legal channel that has lower cost-to-collect, and legal collection mix shifting towards new legal placement batches, which have lower commission rates than older batches.
Cost-to-collect in Europe decreased primarily due to Cabot’s continued investment in operational processes and technology to drive efficiencies in the collection process and the optimization of collection strategies.
We expect to continue to incur upfront costs in building collection channels in connection with any growth in our presence in the Latin American and Asia Pacific markets. As a result, cost-to-collect in other geographies may become elevated in the near term and may fluctuate over time.
Over time, we expect our cost-to-collect to remain competitive, but also to fluctuate from quarter to quarter based on seasonality, product mix of purchases, acquisitions, foreign exchange rates, the cost of new operating initiatives, and the changing regulatory and legislative environment.
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 Income From Continuing Operations Per Share. Management uses non-GAAP adjusted income from continuing operations attributable to Encore and adjusted income from continuing operations per share (which we also refer to from time to time as adjusted earnings per share), to assess operating performance, in order to highlight trends in our business that may not otherwise be apparent when relying on financial measures calculated in accordance with GAAP. Adjusted income from continuing operations attributable to Encore excludes non-cash interest and issuance cost amortization relating to our convertible notes and exchangeable notes, acquisition, integration and restructuring related expenses, amortization of certain acquired intangible assets and other charges or gains that are not indicative of ongoing operations.

51


The following table provides a reconciliation between income from continuing operations and diluted income from continuing operations per share attributable to Encore calculated in accordance with GAAP, to adjusted income from continuing operations and adjusted income from continuing operations per share attributable to Encore, respectively. During the periods in which GAAP diluted earnings per share includes the dilutive effect of common shares that are issuable upon conversion or exchange of certain convertible notes and exchangeable notes because the average stock price during the respective periods exceeded the conversion price or exchange price of these notes, we present those metrics both including and excluding the dilutive effect of these convertible notes and exchangeable notes to better illustrate the impact of those notes and the related hedging transactions to shareholders, with “Per Diluted Share-Accounting” and “Per Diluted Share-Economic” columns. The average stock price during the three and nine months ended September 30, 2018 did not exceed the conversion price of our convertible notes or the exchange price of our exchangeable notes, therefore, our GAAP diluted earnings per share did not include any dilutive effect attributable to our convertible notes or exchangeable notes. As a result, the adjusted income from continuing operations per diluted shares-accounting and per diluted shares-economic was the same during the respective periods presented below (in thousands, except per share data):
 
Three Months Ended September 30,
 
2018
 
2017
 
$
 
Per Diluted
Share—
Accounting and Economic
 
$
 
Per Diluted
Share—
Accounting
 
Per Diluted
Share—
Economic
GAAP net income from continuing operations attributable to Encore, as reported
$
20,725

 
$
0.69

 
$
28,194

 
$
1.05

 
$
1.07

Adjustments:
 
 
 
 
 
 
 
 
 
Convertible notes and exchangeable notes non-cash interest and issuance cost amortization
3,719

 
0.12

 
3,135

 
0.12

 
0.12

Acquisition, integration and restructuring related expenses(1)
12,458

 
0.41

 
342

 
0.01

 
0.01

Amortization of certain acquired intangible assets(2)
1,947

 
0.07

 
803

 
0.03

 
0.03

Loss on derivatives in connection with the Cabot Transaction(3)
2,737

 
0.09

 

 

 

Income tax effect of above non-GAAP adjustments and certain discrete tax items(4)
(2,335
)
 
(0.08
)
 
(1,321
)
 
(0.04
)
 
(0.04
)
Adjustments attributable to noncontrolling interest(5)
(3,474
)
 
(0.11
)
 
(461
)
 
(0.02
)
 
(0.02
)
Adjusted income attributable to Encore
$
35,777

 
$
1.19

 
$
30,692

 
$
1.15

 
$
1.17

________________________
(1)
Amount represents acquisition, integration and restructuring related expenses. We adjust for this amount because we believe these expenses are not indicative of ongoing operations; therefore adjusting for these expenses enhances comparability to prior periods, anticipated future periods, and our competitors’ results.
(2)
As we continue to acquire debt solution service providers around the world, the acquired intangible assets, such as trade names and customer relationships, have grown substantially. These intangible assets are valued at the time of the acquisition and amortized over their estimated lives. We believe that amortization of acquisition-related intangible assets, especially the amortization of an acquired company’s trade names and customer relationships, is the result of pre-acquisition activities. In addition, the amortization of these acquired intangibles is a non-cash static expense that is not affected by operations during any reporting period. As a result, the amortization of certain acquired intangible assets is excluded from our adjusted income from continuing operations attributable to Encore and adjusted income from continuing operations per share.
(3)
Amount represents the loss recognized on the forward contract we entered into in anticipation of the completion of the Cabot Transaction. We adjust for this amount because we believe the loss is not indicative of ongoing operations; therefore adjusting for this loss enhances comparability to prior periods, anticipated future periods, and our competitors’ results.
(4)
Amount represents the total income tax effect of the adjustments, which is generally calculated based on the applicable marginal tax rate of the jurisdiction in which the portion of the adjustment occurred. Additionally, we adjust for certain discrete tax items that are not indicative of our ongoing operations.
(5)
Certain of the above pre-tax adjustments include expenses recognized by our partially-owned subsidiaries. This adjustment represents the portion of the non-GAAP adjustments that are attributable to noncontrolling interest.

52


 
Nine Months Ended September 30,
 
2018
 
2017
 
$
 
Per Diluted
Share—
Accounting and Economic
 
$
 
Per Diluted
Share—
Accounting
 
Per Diluted
Share—
Economic
GAAP net income from continuing operations attributable to Encore, as reported
$
68,850

 
$
2.49

 
$
70,746

 
$
2.68

 
$
2.70

Adjustments:
 
 
 
 
 
 
 
 
 
Convertible notes non-cash interest and issuance cost amortization
9,824

 
0.36

 
9,227

 
0.35

 
0.35

Acquisition, integration and restructuring related expenses(1)
16,685

 
0.60

 
4,717

 
0.18

 
0.18

Gain on fair value adjustments to contingent consideration(2)
(4,652
)
 
(0.17
)
 
(2,773
)
 
(0.10
)
 
(0.10
)
Amortization of certain acquired intangible assets(3)
6,451

 
0.23

 
1,951

 
0.07

 
0.07

Expenses related to Cabot IPO(4)
2,984

 
0.11

 

 

 

Loss on derivatives in connection with the Cabot Transaction(5)
9,315

 
0.34

 

 

 

Income tax effect of above non-GAAP adjustments and certain discrete tax items(6)
(7,763
)
 
(0.28
)
 
(3,753
)
 
(0.14
)
 
(0.14
)
Adjustments attributable to noncontrolling interest(7)
(5,022
)
 
(0.19
)
 
(1,755
)
 
(0.07
)
 
(0.07
)
Adjusted income attributable to Encore
$
96,672

 
$
3.49

 
$
78,360

 
$
2.97

 
$
2.99

________________________
(1)
Amount represents acquisition, integration and restructuring related expenses. We adjust for this amount because we believe these expenses are not indicative of ongoing operations; therefore adjusting for these expenses enhances comparability to prior periods, anticipated future periods, and our competitors’ results.
(2)
Amount represents the gain recognized as a result of fair value adjustments to contingent considerations that were established for our acquisitions of debt solution service providers in Europe. We have adjusted for this amount because we do not believe this is indicative of ongoing operations. Refer to Note 4 “Fair Value Measurement - Contingent Consideration” in the notes to our condensed consolidated financial statements for further details.
(3)
As we continue to acquire debt solution service providers around the world, the acquired intangible assets, such as trade names and customer relationships, have grown substantially. These intangible assets are valued at the time of the acquisition and amortized over their estimated lives. We believe that amortization of acquisition-related intangible assets, especially the amortization of an acquired company’s trade names and customer relationships, is the result of pre-acquisition activities. In addition, the amortization of these acquired intangibles is a non-cash static expense that is not affected by operations during any reporting period. As a result, the amortization of certain acquired intangible assets is excluded from our adjusted income from continuing operations attributable to Encore and adjusted income from continuing operations per share.
(4)
Amount represents expenses related to our previous consideration of a potential initial public offering by our subsidiary Cabot. 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.
(5)
Amount represents the loss recognized on the forward contract we entered into in anticipation of the completion of the Cabot Transaction. We adjust for this amount because we believe the loss is not indicative of ongoing operations; therefore adjusting for this loss enhances comparability to prior periods, anticipated future periods, and our competitors’ results.
(6)
Amount represents the total income tax effect of the adjustments, which is generally calculated based on the applicable marginal tax rate of the jurisdiction in which the portion of the adjustment occurred. Additionally, we adjust for certain discrete tax items that are not indicative of our ongoing operations.
(7)
Certain of the above pre-tax adjustments include expenses recognized by our partially-owned subsidiaries. This adjustment represents the portion of the non-GAAP adjustments that are attributable to noncontrolling interest.


53


Adjusted EBITDA. Management utilizes adjusted EBITDA (defined as net income before discontinued operations, interest income and expense, taxes, depreciation and amortization, stock-based compensation expenses, acquisition, integration and restructuring related expenses, settlement fees and related administrative expenses and other charges or gains that are not indicative of ongoing operations), in the evaluation of our operating performance. Adjusted EBITDA for the periods presented is as follows (in thousands):
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
2018
 
2017
 
2018
 
2017
GAAP net income, as reported
$
13,016

 
$
42,144

 
$
63,703

 
$
76,199

Adjustments:
 
 
 
 
 
 
 
Loss from discontinued operations, net of tax

 

 

 
199

Interest expense
65,094

 
52,755

 
183,092

 
152,469

Interest income
(747
)
 
(943
)
 
(2,846
)
 
(2,641
)
Provision for income taxes
16,879

 
17,844

 
37,657

 
43,442

Depreciation and amortization
9,873

 
8,522

 
31,232

 
25,819

Stock-based compensation expense
5,007

 
3,531

 
10,452

 
7,041

Acquisition, integration and restructuring related expenses(1)
8,475

 
342

 
12,702

 
4,717

Gain on fair value adjustments to contingent consideration(2)

 

 
(4,652
)
 
(2,773
)
Loss on derivatives in connection with the Cabot Transaction(3)
2,737

 

 
9,315

 

Expenses related to Cabot IPO(4)

 

 
2,984

 

Adjusted EBITDA
$
120,334

 
$
124,195

 
$
343,639

 
$
304,472

 
 
 
 
 
 
 
 
Collections applied to principal balance(5)
$
199,457

 
$
159,408

 
$
583,538

 
$
522,247

________________________
(1)
Amount represents acquisition, integration and restructuring related expenses (excluding amounts already included in the interest expense and stock-based compensation expense line items above). 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.
(2)
Amount represents the gain recognized as a result of fair value adjustments to contingent considerations that were established for our acquisitions of debt solution service providers in Europe. We have adjusted for this amount because we do not believe this is indicative of ongoing operations. Refer to Note 4 “Fair Value Measurement - Contingent Consideration” in the notes to our condensed consolidated financial statements for further details.
(3)
Amount represents the loss recognized on the forward contract we entered into in anticipation of the completion of the Cabot Transaction. We adjust for this amount because we believe the loss is not indicative of ongoing operations; therefore adjusting for this loss enhances comparability to prior periods, anticipated future periods, and our competitors’ results.
(4)
Amount represents expenses related to our previous consideration of a potential initial public offering by our subsidiary Cabot. 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.
(5)
Amount represents (a) gross collections from receivable portfolios less (b) revenue from receivable portfolios and (c) allowance charges or allowance reversals on receivable portfolios.

54


Adjusted Operating Expenses. Management utilizes adjusted operating expenses in order to facilitate a comparison of approximate cash costs to cash collections for our portfolio purchasing and recovery business. Adjusted operating expenses for our portfolio purchasing and recovery business are calculated by starting with GAAP total operating expenses and backing out operating expenses related to non-portfolio purchasing and recovery business, acquisition, integration and restructuring related operating expenses, stock-based compensation expense, settlement fees and related administrative expenses and other charges or gains that are not indicative of ongoing operations. Adjusted operating expenses related to our portfolio purchasing and recovery business for the periods presented are as follows (in thousands):
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
2018
 
2017
 
2018
 
2017
GAAP total operating expenses, as reported
$
239,246

 
$
202,829

 
$
723,896

 
$
609,252

Adjustments:
 
 
 
 
 
 
 
Operating expenses related to non-portfolio purchasing and recovery business(1)
(45,980
)
 
(28,934
)
 
(148,646
)
 
(83,864
)
Acquisition, integration and restructuring related expenses(2)
(8,475
)
 
(342
)
 
(12,702
)
 
(4,717
)
Stock-based compensation expense
(5,007
)
 
(3,531
)
 
(10,452
)
 
(7,041
)
Gain on fair value adjustments to contingent consideration(3)

 

 
4,652

 
2,773

Expenses related to Cabot IPO(4)

 

 
(2,984
)
 

Adjusted operating expenses related to portfolio purchasing and recovery business
$
179,784

 
$
170,022

 
$
553,764

 
$
516,403

________________________
(1)
Operating expenses related to non-portfolio purchasing and recovery business include operating expenses from other operating segments that primarily engage in fee-based business, as well as corporate overhead not related to our portfolio purchasing and recovery business.
(2)
Amount represents acquisition, integration and restructuring related operating expenses (excluding amounts already included in stock-based compensation expense). 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)
Amount represents the gain recognized as a result of fair value adjustments to contingent considerations that were established for our acquisitions of debt solution service providers in Europe. We have adjusted for this amount because we do not believe this is indicative of ongoing operations. Refer to Note 4 “Fair Value Measurement - Contingent Consideration” in the notes to our condensed consolidated financial statements for further details.
(4)
Amount represents expenses related to our previous consideration of a potential initial public offering by our subsidiary Cabot. 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.
Supplemental Performance Data
The tables included in this supplemental performance data section include detail for purchases, collections and estimated remaining collections (“ERC”) by year of purchase. During any fiscal quarter in which we acquire an entity that has portfolio, the entire historical portfolio of the acquired company is aggregated into static pools for the quarter of acquisition based on common characteristics, resulting in pools for that quarter that may consist of several different vintages of portfolio. These quarterly pools are included in the tables in this section by year of purchase. For example, with the acquisition of Cabot in July 2013, all of Cabot’s historical portfolio to the date of the acquisition (which includes several years of historical purchases at various stages of maturity) is included in 2013 for Europe.
Our collection expectations are based on demographic data, account characteristics, and economic variables. Additional adjustments are made to account for qualitative factors that may affect the payment behavior of our consumers and servicing related adjustments to ensure our collection expectations are aligned with our operations. We continue to refine our process of forecasting collections both domestically and internationally with a focus on operational enhancements. Our collection expectations vary between types of portfolio and geographic location. For example, in the U.K., due to the higher concentration of payment plans, as compared to the U.S. and other locations in Europe, we expect to receive streams of collections over longer periods of time. As a result, past performance of pools in certain geographic locations or of certain types of portfolio are not necessarily a suitable indicator of future results in other locations or for other types of portfolio.
The supplemental performance data presented in this section is impacted by foreign currency translation, which represents the effect of translating financial results where the functional currency of our foreign subsidiary is different than our U.S. dollar reporting currency. For example, the strengthening of the U.S. dollar relative to other foreign currencies has an unfavorable reporting impact on our international purchases, collections, and ERC, and the weakening of the U.S. dollar relative to other foreign currencies has a favorable impact on our international purchases, collections, and ERC.
We utilize proprietary forecasting models to continuously evaluate the economic life of each pool.

55


Cumulative Collections to Purchase Price Multiple
The following table summarizes our receivable purchases and related gross collections by year of purchase (in thousands, except multiples):
Year of
Purchase
 
Purchase
Price(1)
 
Cumulative Collections through September 30, 2018
<2009
 
2009
 
2010
 
2011
 
2012
 
2013
 
2014
 
2015
 
2016
 
2017
 
2018
 
Total(2)
 
CCM(3)
United States:
<2009
 
$
1,150,775

 
$
2,130,303

 
$
390,929

 
$
271,768

 
$
184,022

 
$
126,081

 
$
90,827

 
$
66,219

 
$
54,084

 
$
43,876

 
$
36,141

 
$
23,358

 
$
3,417,608

 
3.0

2009
 
252,951

 

 
96,529

 
206,773

 
164,605

 
111,569

 
80,443

 
58,345

 
42,960

 
30,150

 
22,835

 
14,889

 
829,098

 
3.3

2010
 
357,305

 

 

 
125,853

 
288,788

 
220,686

 
156,806

 
111,993

 
83,578

 
55,650

 
40,193

 
24,599

 
1,108,146

 
3.1

2011
 
383,810

 

 

 

 
123,596

 
301,949

 
226,521

 
155,180

 
112,906

 
77,257

 
56,287

 
32,038

 
1,085,734

 
2.8

2012
 
548,836

 

 

 

 

 
187,721

 
350,134

 
259,252

 
176,914

 
113,067

 
74,507

 
38,594

 
1,200,189

 
2.2

2013
 
551,969

 

 

 

 

 

 
230,051

 
397,646

 
298,068

 
203,386

 
147,503

 
84,058

 
1,360,712

 
2.5

2014
 
518,091

 

 

 

 

 

 

 
144,178

 
307,814

 
216,357

 
142,147

 
74,593

 
885,089

 
1.7

2015
 
499,905

 

 

 

 

 

 

 

 
105,610

 
231,102

 
186,391

 
100,683

 
623,786

 
1.2

2016
 
554,615

 

 

 

 

 

 

 

 

 
110,875

 
283,035

 
186,747

 
580,657

 
1.0

2017
 
530,082

 

 

 

 

 

 

 

 

 

 
111,902

 
243,525

 
355,427

 
0.7

2018
 
502,326

 

 

 

 

 

 

 

 

 

 

 
105,098

 
105,098

 
0.2

Subtotal
 
5,850,665

 
2,130,303

 
487,458

 
604,394

 
761,011

 
948,006

 
1,134,782

 
1,192,813

 
1,181,934

 
1,081,720

 
1,100,941

 
928,182

 
11,551,544

 
2.0

Europe:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2013
 
619,079

 

 

 

 

 

 
134,259

 
249,307

 
212,129

 
165,610

 
146,993

 
102,072

 
1,010,370

 
1.6

2014
 
630,342

 

 

 

 

 

 

 
135,549

 
198,127

 
156,665

 
137,806

 
99,411

 
727,558

 
1.2

2015
 
423,302

 

 

 

 

 

 

 

 
65,870

 
127,084

 
103,823

 
67,228

 
364,005

 
0.9

2016
 
258,856

 

 

 

 

 

 

 

 

 
44,641

 
97,587

 
63,180

 
205,408

 
0.8

2017
 
464,110

 

 

 

 

 

 

 

 

 

 
68,111

 
116,312

 
184,423

 
0.4

2018
 
349,303

 

 

 

 

 

 

 

 

 

 

 
24,372

 
24,372

 
0.1

Subtotal
 
2,744,992

 

 

 

 

 

 
134,259

 
384,856

 
476,126

 
494,000

 
554,320

 
472,575

 
2,516,136

 
0.9

Other geographies:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2012
 
6,721

 

 

 

 

 

 
3,848

 
2,561

 
1,208

 
542

 
551

 
332

 
9,042

 
1.3

2013
 
29,568

 

 

 

 

 

 
6,617

 
17,615

 
10,334

 
4,606

 
3,339

 
1,971

 
44,482

 
1.5

2014
 
86,989

 

 

 

 

 

 

 
9,652

 
16,062

 
18,403

 
9,813

 
6,340

 
60,270

 
0.7

2015
 
91,039

 

 

 

 

 

 

 

 
15,061

 
57,064

 
43,499

 
25,574

 
141,198

 
1.6

2016
 
79,739

 

 

 

 

 

 

 

 

 
29,269

 
39,710

 
22,935

 
91,914

 
1.2

2017
 
57,937

 

 

 

 

 

 

 

 

 

 
15,471

 
18,197

 
33,668

 
0.6

2018
 
31,328

 

 

 

 

 

 

 

 

 

 

 
7,932

 
7,932

 
0.3

Subtotal
 
383,321

 

 

 

 

 

 
10,465

 
29,828

 
42,665

 
109,884

 
112,383

 
83,281

 
388,506

 
1.0

Total
 
$
8,978,978

 
$
2,130,303

 
$
487,458

 
$
604,394

 
$
761,011

 
$
948,006

 
$
1,279,506

 
$
1,607,497

 
$
1,700,725

 
$
1,685,604

 
$
1,767,644

 
$
1,484,038

 
$
14,456,186

 
1.6

________________________
(1)
Adjusted for Put-Backs and Recalls. Recalls represent accounts that are recalled by the seller in accordance with the respective purchase agreement (“Recalls”).
(2)
Cumulative collections from inception through September 30, 2018, excluding collections on behalf of others.
(3)
Cumulative Collections Multiple (“CCM”) through September 30, 2018 refers to collections as a multiple of purchase price.

56


Total Estimated Collections to Purchase Price Multiple
The following table summarizes our purchases, resulting historical gross collections, and estimated remaining gross collections for purchased receivables, by year of purchase (in thousands, except multiples):
 
Purchase Price(1)
 
Historical
Collections(2)
 
Estimated
Remaining
Collections
 
Total Estimated
Gross Collections
 
Total Estimated Gross
Collections to
Purchase Price
United States:


 


 


 

 
 
<2009
$
1,150,775

 
$
3,417,608

 
$
51,485

 
$
3,469,093

 
3.0

2009
252,951

 
829,098

 
38,976

 
868,074

 
3.4

2010
357,305

 
1,108,146

 
67,831

 
1,175,977

 
3.3

2011
383,810

 
1,085,734

 
90,161

 
1,175,895

 
3.1

2012
548,836

 
1,200,189

 
102,486

 
1,302,675

 
2.4

2013(3)
551,969

 
1,360,712

 
178,147

 
1,538,859

 
2.8

2014(3)
518,091

 
885,089

 
191,882

 
1,076,971

 
2.1

2015
499,905

 
623,786

 
262,881

 
886,667

 
1.8

2016
554,615

 
580,657

 
476,698

 
1,057,355

 
1.9

2017
530,082

 
355,427

 
749,034

 
1,104,461

 
2.1

2018
502,326

 
105,098

 
936,928

 
1,042,026

 
2.1

Subtotal
5,850,665

 
11,551,544

 
3,146,509

 
14,698,053

 
2.5

Europe:
 
 
 
 
 
 
 
 
 
2013(3)
619,079

 
1,010,370

 
773,269

 
1,783,639

 
2.9

2014(3)
630,342

 
727,558

 
673,017

 
1,400,575

 
2.2

2015(3)
423,302

 
364,005

 
427,515

 
791,520

 
1.9

2016
258,856

 
205,408

 
402,774

 
608,182

 
2.3

2017
464,110

 
184,423

 
747,435

 
931,858

 
2.0

2018
349,303

 
24,372

 
645,301

 
669,673

 
1.9

Subtotal
2,744,992

 
2,516,136

 
3,669,311

 
6,185,447

 
2.3

Other geographies:
 
 
 
 
 
 
 
 
2012
6,721

 
9,042

 
948

 
9,990

 
1.5

2013
29,568

 
44,482

 
2,601

 
47,083

 
1.6

2014
86,989

 
60,270

 
131,159

 
191,429

 
2.2

2015(3)
91,039

 
141,198

 
71,181

 
212,379

 
2.3

2016
79,739

 
91,914

 
61,374

 
153,288

 
1.9

2017
57,937

 
33,668

 
80,701

 
114,369

 
2.0

2018
31,328

 
7,932

 
57,357

 
65,289

 
2.1

Subtotal
383,321

 
388,506

 
405,321

 
793,827

 
2.1

Total
$
8,978,978

 
$
14,456,186

 
$
7,221,141

 
$
21,677,327

 
2.4

________________________
(1)
Cumulative purchases from inception through September 30, 2018, adjusted for Put-Backs and Recalls.
(2)
Cumulative collections from inception through September 30, 2018, excluding collections on behalf of others.
(3)
Includes portfolios acquired in connection with certain business combinations.

57


Estimated Remaining Gross Collections by Year of Purchase
The following table summarizes our estimated remaining gross collections for purchased receivables by year of purchase (in thousands):
 
Estimated Remaining Gross Collections by Year of Purchase(1), (2)
 
2018(3)
 
2019
 
2020
 
2021
 
2022
 
2023
 
2024
 
2025
 
2026
 
>2026
 
Total
United States:
<2009
$
5,899

 
$
21,447

 
$
12,550

 
$
7,047

 
$
3,514

 
$
1,028

 
$

 
$

 
$

 
$

 
$
51,485

2009
3,711

 
13,615

 
8,850

 
5,752

 
3,739

 
2,430

 
879

 

 

 

 
38,976

2010
6,247

 
22,916

 
14,895

 
9,682

 
6,293

 
4,091

 
2,659

 
1,048

 

 

 
67,831

2011
8,643

 
29,143

 
19,224

 
12,774

 
8,303

 
5,397

 
3,508

 
2,280

 
889

 

 
90,161

2012
10,744

 
32,964

 
21,188

 
13,879

 
9,203

 
5,982

 
3,888

 
2,527

 
1,643

 
468

 
102,486

2013(4)
21,872

 
75,093

 
34,383

 
22,043

 
14,337

 
6,335

 
1,668

 
1,084

 
705

 
627

 
178,147

2014(4)
19,717

 
61,058

 
39,081

 
25,327

 
16,684

 
11,055

 
7,305

 
4,748

 
3,086

 
3,821

 
191,882

2015
27,481

 
83,277

 
54,909

 
33,420

 
22,018

 
14,743

 
9,914

 
6,599

 
4,272

 
6,248

 
262,881

2016
47,811

 
147,677

 
99,402

 
64,596

 
39,499

 
26,425

 
17,934

 
12,196

 
8,152

 
13,006

 
476,698

2017
67,247

 
247,467

 
158,861

 
102,651

 
64,990

 
39,699

 
25,953

 
17,715

 
12,179

 
12,272

 
749,034

2018
59,641

 
281,022

 
228,010

 
131,195

 
84,513

 
55,608

 
35,881

 
25,432

 
18,445

 
17,181

 
936,928

Subtotal
279,013

 
1,015,679

 
691,353

 
428,366

 
273,093

 
172,793

 
109,589

 
73,629

 
49,371

 
53,623

 
3,146,509

Europe:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2013(4)
30,158

 
112,485

 
102,722

 
94,418

 
86,061

 
77,566

 
69,383

 
61,925

 
55,302

 
83,249

 
773,269

2014(4)
28,449

 
102,866

 
91,047

 
82,280

 
72,483

 
64,210

 
56,515

 
48,232

 
42,826

 
84,109

 
673,017

2015(4)
20,330

 
70,198

 
58,000

 
49,548

 
43,020

 
37,564

 
32,552

 
27,577

 
23,506

 
65,220

 
427,515

2016
21,384

 
64,386

 
63,170

 
63,804

 
41,875

 
29,910

 
24,207

 
22,651

 
28,113

 
43,274

 
402,774

2017
45,695

 
127,084

 
103,473

 
88,510

 
74,612

 
63,260

 
53,710

 
43,519

 
36,426

 
111,146

 
747,435

2018
20,472

 
98,527

 
101,184

 
79,875

 
64,771

 
52,566

 
45,670

 
39,662

 
34,225

 
108,349

 
645,301

Subtotal
166,488

 
575,546

 
519,596

 
458,435

 
382,822

 
325,076

 
282,037

 
243,566

 
220,398

 
495,347

 
3,669,311

Other geographies:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2012
107

 
308

 
227

 
191

 
115

 

 

 

 

 

 
948

2013
455

 
1,082

 
594

 
400

 
68

 
2

 

 

 

 

 
2,601

2014
3,976

 
25,418

 
30,008

 
25,801

 
23,233

 
16,125

 
6,598

 

 

 

 
131,159

2015(4)
6,454

 
20,471

 
15,050

 
10,766

 
7,738

 
5,156

 
3,134

 
2,345

 
67

 

 
71,181

2016
5,710

 
18,407

 
13,545

 
9,650

 
6,513

 
3,318

 
2,098

 
1,519

 
614

 

 
61,374

2017
4,647

 
18,061

 
15,115

 
13,074

 
11,755

 
10,001

 
5,104

 
1,667

 
967

 
310

 
80,701

2018
4,498

 
15,336

 
11,996

 
8,618

 
6,233

 
4,410

 
2,581

 
1,579

 
1,103

 
1,003

 
57,357

Subtotal
25,847

 
99,083

 
86,535

 
68,500

 
55,655

 
39,012

 
19,515

 
7,110

 
2,751

 
1,313

 
405,321

Total
$
471,348

 
$
1,690,308

 
$
1,297,484

 
$
955,301

 
$
711,570

 
$
536,881

 
$
411,141

 
$
324,305

 
$
272,520

 
$
550,283

 
$
7,221,141

________________________
(1)
ERC for Zero Basis Portfolios can extend beyond our collection forecasts. As of September 30, 2018, ERC for Zero Basis Portfolios include approximately $242.8 million for purchased consumer and bankruptcy receivables in the United States. ERC for Zero Basis Portfolios in Europe and other geographies were immaterial.
(2)
The collection forecast of each pool in the calculation of accretion revenue is generally estimated up to 120 months in the United States and up to 180 months in Europe. Expected collections beyond the 120 month collection forecast in the United States are included in the presentation of ERC but are not included in the calculation of IRRs.
(3)
2018 amount consists of three months data from October 1, 2018 to December 31, 2018.
(4)
Includes portfolios acquired in connection with certain business combinations.

58


Unamortized Balances of Portfolios
The following table summarizes the remaining unamortized balances of our purchased receivable portfolios by year of purchase (in thousands, except percentages):
 
Unamortized
Balance as of
September 30, 2018
 
Purchase
Price(1)
 
Unamortized
Balance as a
Percentage of
Purchase Price
 
Unamortized
Balance as a
Percentage
of Total
United States:
 
 
 
 
 
 
 
2011
$
3,704

 
$
383,810

 
1.0
%
 
0.1
%
2012
10,676

 
548,836

 
1.9
%
 
0.3
%
2013(2)
29,048

 
551,969

 
5.3
%
 
0.9
%
2014(2)
78,795

 
518,091

 
15.2
%
 
2.5
%
2015
142,909

 
499,905

 
28.6
%
 
4.6
%
2016
261,557

 
554,615

 
47.2
%
 
8.4
%
2017
360,900

 
530,082

 
68.1
%
 
11.6
%
2018
461,910

 
502,326

 
92.0
%
 
14.9
%
Subtotal
1,349,499

 
4,089,634

 
33.0
%
 
43.4
%
Europe:
 
 
 
 
 
 
 
2013(2)
252,673

 
619,079

 
40.8
%
 
8.1
%
2014(2)
249,249

 
630,342

 
39.5
%
 
8.0
%
2015(2)
196,211

 
423,302

 
46.4
%
 
6.3
%
2016
179,271

 
258,856

 
69.3
%
 
5.8
%
2017
370,498

 
464,110

 
79.8
%
 
11.9
%
2018
335,275

 
349,303

 
96.0
%
 
10.8
%
Subtotal
1,583,177

 
2,744,992

 
57.7
%
 
50.9
%
Other geographies:
 
 
 
 
 
 
 
2014
63,420

 
86,989

 
72.9
%
 
2.0
%
2015(2)
22,142

 
91,039

 
24.3
%
 
0.7
%
2016
29,895

 
79,739

 
37.5
%
 
1.0
%
2017
34,850

 
57,937

 
60.2
%
 
1.1
%
2018
26,133

 
31,328

 
83.4
%
 
0.8
%
Subtotal
176,440

 
347,032

 
50.8
%
 
5.7
%
Total
$
3,109,116

 
$
7,181,658

 
43.3
%
 
100.0
%
________________________
(1)
Purchase price refers to the cash paid to acquire a portfolio less Put-Backs, Recalls, and other adjustments.
(2)
Includes portfolios acquired in connection with certain business combinations.


59


Estimated Future Amortization of Portfolios
As of September 30, 2018, we had $3.1 billion in investment in receivable portfolios. This balance will be amortized based upon current projections of cash collections in excess of revenue applied to the principal balance. The estimated amortization of the investment in receivable portfolios balance is as follows (in thousands):
Years Ending December 31,

United States
 

Europe
 

Other Geographies
 
Total
Amortization
2018(1)
$
89,066

 
$
47,087

 
$
4,449

 
$
140,602

2019
392,559

 
175,055

 
23,457

 
591,071

2020
328,041

 
201,292

 
35,245

 
564,578

2021
199,393

 
187,877

 
32,144

 
419,414

2022
126,375

 
154,748

 
32,252

 
313,375

2023
82,206

 
133,016

 
26,559

 
241,781

2024
53,394

 
122,194

 
14,292

 
189,880

2025
36,162

 
113,769

 
5,028

 
154,959

2026
24,156

 
110,839

 
2,005

 
137,000

2027
14,637

 
108,400

 
805

 
123,842

2028
3,510

 
100,209

 
204

 
103,923

2029

 
54,073

 

 
54,073

2030

 
31,570

 

 
31,570

2031

 
22,634

 

 
22,634

2032

 
15,235

 

 
15,235

2033

 
5,179

 

 
5,179

Total
$
1,349,499

 
$
1,583,177

 
$
176,440

 
$
3,109,116

________________________
(1)
2018 amount consists of three months data from October 1, 2018 to December 31, 2018.

Headcount by Function by Geographic Location
The following table summarizes our headcount by function and by geographic location:
 
Headcount as of September 30,
 
2018
 
2017
 
Domestic
 
International
 
Domestic
 
International
General & Administrative
1,047

 
2,680

 
883

 
2,286

Account Manager
531

 
4,375

 
344

 
3,572

Total
1,578

 
7,055

 
1,227

 
5,858


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Purchases by Quarter
The following table summarizes the receivable portfolios we purchased by quarter, and the respective purchase prices (in thousands):
Quarter
# of
Accounts
 
Face Value
 
Purchase 
Price
Q1 2016
1,450

 
$
3,544,338

 
$
256,753

Q2 2016
946

 
2,841,527

 
233,116

Q3 2016
874

 
1,475,381

 
206,359

Q4 2016
1,159

 
1,943,775

 
210,491

Q1 2017
807

 
1,657,393

 
218,727

Q2 2017
1,347

 
2,441,909

 
246,415

Q3 2017
1,010

 
3,018,072

 
292,332

Q4 2017
1,434

 
2,985,978

 
300,761

Q1 2018
973

 
1,799,804

 
276,762

Q2 2018
1,031

 
2,870,456

 
359,580

Q3 2018
706

 
1,559,241

 
248,691


Liquidity and Capital Resources
Liquidity
The following table summarizes our cash flow activity for the periods presented (in thousands):
 
Nine Months Ended
September 30,
 
2018
 
2017
 
 
 
 
 
(Unaudited)
Net cash provided by operating activities
$
120,022

 
$
81,691

Net cash used in investing activities
(326,071
)
 
(207,780
)
Net cash provided by financing activities
204,927

 
155,309

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. Operating cash flows are derived by adjusting net income for non-cash operating items such as depreciation and amortization, allowance charges and 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.
Net cash provided by operating activities was $120.0 million and $81.7 million during the nine months ended September 30, 2018 and 2017, respectively. Cash provided by operating activities during the nine months ended September 30, 2018 was primarily related to net income of $63.7 million, various non-cash add backs in operating activities, and changes in operating assets and liabilities. Cash provided by operating activities during the nine months ended September 30, 2017 was primarily related to net income of $76.2 million, various non-cash add backs in operating activities, and changes in operating assets and liabilities.
Investing Cash Flows
Net cash used in investing activities was $326.1 million and $207.8 million during the nine months ended September 30, 2018 and 2017, respectively.
The cash flows used in investing activities during the nine months ended September 30, 2018 were primarily related to receivable portfolio purchases of $881.8 million, offset by collection proceeds applied to the principal of our receivable portfolios in the amount of $615.0 million. The cash flows used in investing activities during the nine months ended

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September 30, 2017 were primarily related to receivable portfolio purchases of $739.5 million, offset by collection proceeds applied to the principal of our receivable portfolios in the amount of $549.5 million.
Capital expenditures for fixed assets acquired with internal cash flows were $37.4 million and $20.5 million for the nine months ended September 30, 2018 and 2017, respectively.
Financing Cash Flows
Net cash provided by financing activities was $204.9 million and $155.3 million during the nine months ended September 30, 2018 and 2017, respectively.
The cash provided by financing activities during the nine months ended September 30, 2018 primarily reflects $766.5 million in borrowings under our credit facilities and $172.5 million of proceeds from the issuance of Encore’s exchangeable notes due 2023, offset by $465.7 million in repayments of amounts outstanding under our credit facilities and $234.1 million of cash consideration paid for the acquisition of the remaining interest in Cabot. The cash provided by financing activities during the nine months ended September 30, 2017 primarily reflects $928.1 million in borrowings under our credit facilities and $150.0 million of proceeds from the issuance of Encore’s convertible senior notes due 2022, offset by $972.5 million in repayments of amounts outstanding under our credit facilities and $60.4 million repayments of Encore’s convertible notes due 2017.
Capital Resources
Historically, we have met our cash requirements by utilizing our cash flows from operations, bank borrowings, senior secured notes borrowings, convertible debt offerings, and equity offerings. From time to time, depending on the capital markets, we consider additional financings to fund our operations and acquisitions. Our primary cash requirements have included the purchase of receivable portfolios, the acquisition of U.S. and international entities, operating expenses, the payment of interest and principal on borrowings, and the payment of income taxes.
We have a revolving credit facility and term loan facility pursuant to a Third Amended and Restated Credit Agreement dated December 20, 2016 (as amended, the “Restated Credit Agreement”). The Restated Credit Agreement includes a revolving credit facility of $894.4 million (the “Revolving Credit Facility”), a term loan facility of $203.7 million (the “Term Loan Facility”, and together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities have a five-year maturity, expiring in December 2021, except with respect to (1) revolving commitments under the Revolving Credit Facility of $10.2 million expiring in February 2019 and (2) a subtranche of the Term Loan Facility of $9.1 million, expiring in February 2019. As of September 30, 2018, we had $447.0 million outstanding and $178.1 million of availability under the Revolving Credit Facility and $197.9 million outstanding under the Term Loan Facility.
Through Cabot Financial (UK) Limited (“Cabot Financial UK”), an indirect subsidiary, we have a revolving credit facility of £295.0 million (the “Cabot Credit Facility”). As of September 30, 2018, we had £217.8 million (approximately $283.7 million) outstanding and £77.2 million (approximately $100.5 million) of availability under Cabot Credit Facility. On November 5, 2018, Cabot Financial UK amended the Cabot Credit Facility to, among other things, increase the size of the facility by £90.0 million.
On August 27, 2018, we established an at-the-market equity offering program (the “ATM Program”) pursuant to which we may issue and sell shares of Encore’s common stock having an aggregate offering price of $50.0 million in amounts and at times as we determine from time to time. During the three months ended September 30, 2018, we issued 13,600 shares under our ATM Program, generating proceeds of approximately $0.54 million, net of commissions of approximately $5,000.
We have no obligation to sell any of such shares under our ATM Program. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of our common stock, our determination of the appropriate sources of funding for the Company, and potential uses of funding available to us. We intend to use the net proceeds from the offering of such shares, if any, for general corporate purposes, which could include repayments of our credit facilities from time to time.
Currently, all of our portfolio purchases are funded with cash from operations and borrowings under our credit facilities.
We are in compliance with all covenants under our financing arrangements. See Note 9, “Debt, net” to our condensed consolidated financial statements for a further discussion of our debt.

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Our cash and cash equivalents at September 30, 2018 consisted of $32.7 million held by U.S.-based entities and $171.9 million held by foreign entities. 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 $26.2 million at September 30, 2018. Most of our cash and cash equivalents held by foreign entities is indefinitely reinvested and may be subject to material tax effects if repatriated.
We believe that we have sufficient liquidity to fund our operations for at least the next twelve months, given our expectation of continued positive cash flows from operations, our cash and cash equivalents, our access to capital markets, and availability under our credit facilities. Our future cash needs will depend on our acquisitions of portfolios and businesses.

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Item 3 – Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Exchange Rates. At September 30, 2018, 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, 2017.
Interest Rates. At September 30, 2018, 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, 2017.
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
No changes in our internal control over financial reporting occurred during the quarter ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1 – Legal Proceedings
Information with respect to this item may be found in Note 12, “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” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
Item 5 – Other Information
On November 5, 2018, Cabot Financial UK amended the Cabot Credit Facility (the “Amendment”) to, among other things, increase the size of the facility by £90.0 million to £385.0 million, extend the maturity date to September 2022 (except for a £10.0 million tranche that expires in September 2021) and reduce the interest rate on the tranches that expire in September 2022 from LIBOR (or EURIBOR for any loan drawn in euro) plus 3.25% per annum to LIBOR (or EURIBOR for any loan drawn in euro) plus 3.00% per annum.
The foregoing description of the material provisions of the Amendment is a summary and does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is filed as Exhibit 10.12 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Item 6 – Exhibits
Number
 
Description
3.1
 
 
 
 
3.2
 
 
 
 
3.3
 
 
 
 
4.1
 
 
 
 
4.2
 
 
 
 
4.3
 
 
 
 
4.4
 
 
 
 
4.5
 
 
 
 
4.6
 
 
 
 
10.1
 
 
 
 
10.2
 
 
 
 

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10.3
 
 
 
 
10.4
 
 
 
 
10.5
 
 
 
 
10.6
 
 
 
 
10.7+
 
 
 
 
10.8+
 
 
 
 
10.9
 
 
 
 
10.10
 
 
 
 
10.11
 
 
 
 
10.12
 
 
 
 
31.1
 
 
 
31.2
 
 
 
32.1
 
 
 
101.INS
 
XBRL Instance Document (filed herewith)
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document (filed herewith)
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)
+ Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
ENCORE CAPITAL GROUP, INC.
 
 
 
 
By:
 
/s/ Jonathan C. Clark
 
 
 
Jonathan C. Clark
 
 
 
Executive Vice President,
 
 
 
Chief Financial Officer and Treasurer
Date: November 7, 2018


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