PRA
Group
20th Anniversary
2015 ANNUAL REPORT
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Cash Receipts
Cash Collections plus Fee Income
(in millions)
Revenues
(in millions)
Net Income
attributable to PRA
(in millions)
$1,604
$1,444
$1,214
$971
$762
$942
$881
$735
$593
$459
$175
$177
$168
$127
$101
2011 2012 2013 2014
Financial Highlights
2015
2011 2012 2013 2014 2015
Cash Collections
(in millions)
From portfolios acquired in:
2015
2014
2013
2012
2011
2010
2009
2008
2007
2006
2005
1996–2004
2011 2012 2013 2014 2015
$1,500
$1,000
$500
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
0
0
Cash Receipts
Cash Collections plus Fee Income
(in millions)
Cash Receipts
Cash Collections plus Fee Income
(in millions)
Cash Receipts
Cash Collections plus Fee Income
(in millions)
Revenues
Revenues
(in millions)
(in millions)
Revenues
(in millions)
Net Income
Net Income
Net Income
attributable to PRA
attributable to PRA
attributable to PRA
(in millions)
(in millions)
(in millions)
2004
2004
2004
2005
2005
2005
2006
2006
2006
2007
2007
2007
2008
2008
2008
2009
2009
2009
2010
2010
2010
2011
2011
2011
2012
2012
2012
2013
2013
2013
2014
2014
2014
2015
2015
2015
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0
0
0
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$1,604
$1,604
$1,604
$1,444
$1,444
$1,444
$942
$942
$942
$881
$881
$881
$735
$735
$735
$1,214
$1,214
$1,214
$971
$971
$971
$762
$762
$762
$593
$593
$593
$459
$459
$459
$175
$175
$177
$177
$175
$177
$168
$168
$168
$127
$127
$127
$101
$101
$101
2011 2012 2013 2014
2011 2012 2013 2014
2011 2012 2013 2014
2015
2015
2015
2011 2012 2013 2014 2015
2011 2012 2013 2014 2015
2011 2012 2013 2014 2015
2011 2012 2013 2014 2015
2011 2012 2013 2014 2015
2011 2012 2013 2014 2015
From portfolios acquired in:
Cash Collections
Cash Collections
(in millions)
(in millions)
Cash Collections
($ in millions, except earnings per share)
(in millions)
Revenues
Operating Income
From portfolios acquired in:
From portfolios acquired in:
Net Income attributable to PRA
2015
2015
2015
Earnings Per Share diluted
2014
2014
2014
2013
2013
2013
Operating Margin
2012
2012
2012
Net Margin
2011
2011
2011
Return on Average Equity
2010
2010
2010
Net Finance Receivables
2009
2009
2009
Total Assets
2008
2008
2008
2007
Total Debt
2007
2007
2006
2006
2006
Stockholders’ Equity attributable to PRA
2005
2005
2005
1996–2004
1996–2004
1996–2004
2013
$ 735
$ 298
$ 175
$ 3.45
40.5%
24.1%
22.2%
$ 1,239
$ 1,601
$ 452
$ 869
2014
$ 881
$ 342
$ 177
$ 3.50
38.8%
20.0%
18.9%
$ 2,002
$ 2,779
$ 1,482
$ 902
$1,500
$1,500
$1,500
2015
$ 942
$ 310
$ 168
$ 3.47
$1,000
$1,000
$1,000
32.9%
17.8%
19.9%
$ 2,202
$ 2,997
$ 1,723
$ 800
$500
$500
$500
2000
2000
2000
1500
1500
1500
1000
1000
1000
500
500
500
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0
2000
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About PRA
PRA Group (Nasdaq: PRAA), a global leader in acquiring and collecting nonperforming loans, returns capital
to banks and other creditors to help expand financial services for consumers in the Americas and Europe. PRA
Group companies collaborate with customers to help them resolve their debt and provide a broad range of
additional revenue and recovery services to business and government clients.
PRA has been recognized as one of Fortune’s 100 Fastest-Growing Companies for three years and one of
Forbes’ Best Small Companies in America for eight consecutive years since 2007.
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Operating Principles that continue to shape PRA Group
We are honest and
open with sharehold-
ers and keep them
up-to-date with
important news and
developments. Our
goal is to set the
standard by which
companies in our
sector are measured.
We build a diverse
portfolio across
business lines and
stay true to our
methodology. We
make sure each
investment, whether
it’s a portfolio or a
business, has been
reviewed, assessed
objectively and
priced to achieve
appropriate returns.
To keep costs low
and productivity high,
we operate fewer,
larger call centers.
We develop and
retain great employ-
ees to deliver great
customer service.
We keep debt levels
as low as possible.
We borrow prudently
to expand and to
build a more inte-
grated business.
Growth for growth’s
sake drives down
productivity, margin
and net income. We
maintain a base of
experienced, highly
productive employ-
ees and add new
employees opportu-
nistically to support
growth.
Many of our senior
managers have a
significant portion
of their net worth
invested in the
company. We expect
and encourage our
senior managers to
retain substantial
stock own er ship
positions—common
stock, not just
options—throughout
their tenure.
In a customer-
focused business
like ours, it is crucial
to provide ongoing
employee skill devel-
opment. This raises
each person’s per-
formance level and
drives PRA’s growth
and profitability.
Set the Bar for
Disclosure and
Transparency
Invest Carefully with
a Long-Term View
Contain Costs,
Boost Productivity
Maintain a
Conservative Capital
Structure
Focus on
Profitable Growth
Encourage Senior
Managers to
Hold Stock
Create Careers,
Not Just Jobs
1996
Portfolio Recovery Associates, LLC
co-founded by current Chairman and
CEO Steve Fredrickson and current
President Kevin Stevenson
1999
Establishes headquarters in
Norfolk, Virginia
2000
Opens second call center in
Hutchinson, Kansas
2002
Inc. magazine recognizes PRA as one
of 500 Fastest-Growing Companies
IPO to launch Portfolio Recovery
Associates, Inc. as a public company
(Nasdaq: PRAA)
Our History...
01020304050607
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Letter to Shareholders
2015 was a year of contrasts. For the first time in quite a while, I felt
a data set that is unmatched, a management team that is experi-
the tension between pursuing the best long-term interests of share-
enced, consistent, and excellent, and operating and underwriting
holders and pursuing shorter-term and shorter-lasting results that
capabilities that are best in class worldwide. We are well capital-
please the investment community’s desire for instant gratification.
ized, own more than $5 billion of future estimated remaining
Of course, my team and I remain steadfastly committed to running
collections, and have access to significant and attractively priced
the company with the same long-term focus we always have. That
financing that extends our investment capacity well beyond our
focus, however, seems to have shaken the views of some investors
substantial free cash flow.
of PRA Group, resulting in a stock valuation that I believe is discon-
nected from the reality of our future prospects. My team and I look
forward to correcting that imbalance by producing the same type of
excellent results we have driven for 20 years now.
Meanwhile, we produced a year of record cash collections and
record normal course portfolio acquisition (surpassed only when
including the value of the Aktiv Kapital acquisition in 2014). We
achieved an important regulatory milestone by settling with the
CFPB on terms that included a monetary penalty and operational
changes that were either already implemented or reasonable to
accommodate. And we exited the year as one of only a handful of
remaining material participants in the U.S. debt purchase market
due to regulatory, compliance, and competitive pressures that have
forced the vast majority of our rivals permanently out of the busi-
Europe
In Europe, we began implementing operating strategies that were
created and optimized in the U.S. through years of innovation and
testing. We use a unique collection strategy that we believe is
responsible for our exceptional margins and consistent ability to
increase our productivity over time. In those offices where our ROI-
based methodology is fully applied, we have seen substantial oper-
ational improvements resulting in widened margins and increased
net income. But we have yet to scratch the surface of this potential.
Our focus is on knowing the cost of every eligible collection action
and matching that with a statistically calculated prediction of
account value, updated on a daily basis. Doing so yields an opti-
mized approach to the problem of profitably and compliantly
collecting massive portfolios of distressed debt.
ness. Our resulting position as a market share leader is not just
During the year we were able to leverage both our data set and our
attributed to the financial value we provide, but also to results from
operating efficiency to make significant portfolio purchases, par-
our long-held recognition as a compliance and customer experi-
ticularly in the UK. We have a strong competitive advantage there
ence leader. Our European business is performing extremely well,
in our highly efficient and very cost-effective call center located in
giving us a powerful new growth engine. We now have one of the
Kilmarnock, Scotland. In the UK we also continue to grow our insol-
very finest European debt-purchase platforms in existence.
vency portfolio and legal capacity, making us capable of effectively
To be sure, we and our remaining industry competitors face chal-
collecting on virtually any asset class.
lenges, particularly in the U.S. The regulatory environment in which
Our large call center in Madrid, Spain has also embraced our
we operate has never been more stringent. The attitudes of state
disciplined, analytics-driven approach, which has improved its
and federal regulators have never been more scrutinizing of busi-
operating efficiency dramatically. There we have also improved our
nesses of all types, but particularly of financial services firms. We
proficiency with underwriting and collecting small business loans
continue to participate in a U.S. market bereft of some large con-
by hiring a team of experts from a leading commercial bank. We
sumer lenders that have withdrawn from debt sale, we believe
look to follow the successes achieved in Spain in both Italy and
temporarily, out of concern for regulatory and compliance-related
Poland, where we accumulated scale, data, and critical talent
issues. Finally, charge-off and bankruptcy filing levels have remained
during the year. Combined, our European operations contributed
at historically very low levels, further depressing the portfolio vol-
a record $351 million in cash collections in 2015.
ume available for sale in the U.S. All of this, in a world seeking
yield, has translated to heightened price competition in virtually
every market in which we compete across the globe.
Competitor consolidation is already underway in Europe. Over the
next few years, I believe the result will be significant, yielding a rela-
tively small group of larger, pan-European participants, similar to
The core competencies required to be successful in our industry
what we have seen in the U.S. Those that cannot access cheap
are unchanged since our entry 20 years ago: accurate underwriting
capital, underwrite accurately and consistently, operate compliantly,
and efficient collection operations. The old cliché of “easier said
and collect on a highly efficient basis will be forced from the busi-
than done” has never been more aptly applied to anything. Nearly
ness. I anticipate we will see company and portfolio acquisition
all of the competitors we faced in 1996 are now gone. The same
opportunities alike during this consolidation phase.
can be said of those we faced in 2001, 2006, and even 2011.
Onetime market leaders such as CFS, Creditrust, Arrow Financial
Services, Asset Acceptance, NCO, and others, even a number
sponsored by major banks, are all out of the debt buying business.
My point here is not to reminisce, but rather to remind you that PRA
has navigated well past these misfortunes, and we exist today with
Americas
In the Americas, our Core debt purchasing set a record at $448
million. Our Americas call centers were more productive than ever,
recovering an incredible $470 million, up 26% over the prior year.
This accomplishment is all the more impressive when one considers
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we continue to work with highly restrictive laws and regulations,
Capital
including the TCPA, where regulatory rulings are preventing
We are in a capital-intensive business. Optimizing our weighted
American businesses from efficiently communicating with our
average cost of capital while balancing our ability to always have
customers in a manner appropriate for the 21st century. Collecting
access to capital for opportunistic investing is one of the great
through our call centers is our preferred collection method, since it
challenges of running PRA. Our industry-leading profit margins and
offers both a better customer experience and a more cost-effective
accurate underwriting, together with several high-margin fee busi-
option for us. Our call center success led to a reduction in our need
nesses, have allowed us to create a balance sheet that is one of
to use our legal recovery channel, where collections fell slightly to
the least leveraged among any of our public competitors, in either
$355 million from $371 million in 2014.
the U.S. or Europe. This, in turn, helps keep our borrowing rates
Our Insolvency business in the Americas is in what we view as a
temporary state of decline based upon our inability to replenish the
Insolvency portfolios at the same rate at which they are liquidating.
For the year, we collected $344 million in Americas Insolvency cash
collections, although this was down 25% from $458 million in the
prior year. This type of decline will continue into 2016 and will cre-
ate a measureable headwind for us during the next several years.
low, our interest expense down, and our access to capital high.
During the year we once again increased the size of our revolving
credit facilities, both in the U.S. (to $725 million) and in Europe (to
$750 million). This gives us plenty of dry powder to be able to take
down even sizeable portfolio offerings, especially when factoring
in our free cash flow from the $1.5 billion of cash collections we
generated in 2015.
Year-end upticks in bankruptcy filings (Chapter 13) hint at increased
We continued to repurchase stock throughout the year as our stock
volume in the future; however, we believe the effect is a couple
was sold off by investors. All told, we returned $166 million in 2015
of years out.
to investors through repurchases, reducing our share count by 7%
After three years of study and relationship building, we entered
to 46.2 million shares by the end of the year.
Brazil in early 2015 with the purchase of a portfolio serviced by the
Team Optimization
leading master-servicer in that market, RCB Investimentos. We fol-
In mid-2015 we reconfigured our executive team through an effort
lowed that up by acquiring a controlling stake in RCB and providing
to optimally design it for the challenges ahead of us, the interna-
them with significant growth capital in a mid-year transaction. We
tional company that we have become, and to further develop our
look for exciting growth in Brazil over the long term as that market
already best-in-class team. The results I have seen in the first nine
expands and becomes more sophisticated.
months exceed my expectations, as leaders selflessly accept new
Compliance
The year 2015 marked the first significant settlement we have had
roles with energy, vigor, and wisdom that continue to drive our busi-
ness forward.
with a regulator, the CFPB, in our 20 years in existence. While we
The Way Forward
felt that our practices over the years had gone beyond that which
In 2016, it will be more challenging than ever for PRA Group to
was prescribed by applicable law, in the end we decided that set-
grow net income. Although I think our longer-term prospects are
tling, rather than engaging in a protracted legal battle with the
excellent, growth during the year will be difficult to achieve for
CFPB, was in the best interests of the company. As a result, we
all the reasons described above. However, don’t get confused
redesigned certain processes, paid the required fine and compen-
between short-term growth prospects and financial strength. We
sated certain debtors for actions the CFPB found objectionable.
have an exceptionally strong balance sheet, best-in-class operating
I look forward to a day when the CFPB provides debt collection
rules and then enforces those rules, in order to bring a good cus-
tomer experience and a level playing field to the entire industry.
I want to be clear that we welcome the CFPB as the industry’s
primary regulator, and we wholly support its mission.
efficiency, and very strong cash flow generation. We are taking a
long, hard look at all of our costs, as well as our capital allocations.
As a purchaser of distressed assets, we learned long ago that we
must remain focused and disciplined, regardless of what others are
doing, oftentimes ignoring pressure to act for the short term. The
result has been exceptional over the past 20 years, a record my
We have spent a significant amount of money ramping up our com-
team and I look to continue during the next 20 years.
pliance and internal audit capability over the past several years. It
is what is needed to continue to operate at the highest level in our
industry, but it is an incremental cost nonetheless.
The good news for us is that these same requirements, together with
operational capabilities and other competitive factors, have forced
the majority of PRA’s U.S. competitors out of the market. We are left
with a much more significant market share than I ever thought pos-
Steve Fredrickson
Chairman and Chief Executive Officer
sible, even just a few years ago. And I believe this significant com-
March 2016
petitive moat is not only deep and formidable, but permanent.
Estimated Remaining Collections
(in millions)
Europe
Americas
2011
2012
2013
2014
2015
$6,000
$5,000
$4,000
$3,000
$2,000
$1,000
0
6000
5000
4000
3000
2000
1000
United States
0
United Kingdom
Central Europe
Northern Europe
Southern Europe
Canada
82%
10%
3%
2%
2%
1%
Portfolio Acquisitions
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Portfolio Acquisitions
Estimated Remaining Collections
(in millions)
by Region, 2015
$1,433**
Europe
North America
Estimated Remaining Collections
(in millions)
Europe
Americas
$5,007
$4,366
7%
$2,669
$2,315
$1,953
$657
E
P
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N
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E
H
T
R
O
N
59%
$367
$408
$542*
16%
S
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T
A
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S
D
E
T
N
U
I
2010
2011
2012
S
E
L
S
I
I
H
S
T
R
B
I
2013
2014
2011
2012
2013
2014
2015
O
T
H
E
R
A
M
E
R
C
A
S
I
1%
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900
600
300
0
C
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S
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7%
10%
3500
3000
2500
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0
2003
BusinessWeek recognizes PRA as a 100 Best Small
Company and 100 Hot Growth Company
2004
Diversifies U.S. portfolio into acquisition and
servicing of bankruptcy claims
Opens third call center in Hampton, Virginia
Enters vehicle location services business in the
U.S. with acquisition of IGS Nevada (now PRA
Location Services)
2005
Enters local government revenue-enhancement
market in the U.S. with acquisition of Revenue
Discovery Systems (RDS) in Birmingham, Alabama
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Compliance & Operations
A culture of responsibility and respect.
If you start with the premise that no one sets out to fall
behind financially, if you believe that sometimes good and
well-intentioned people find themselves in challenging sit-
uations, then you are much more likely to treat those peo-
ple with respect. From there, it’s a natural step to assume
the role of a solutions provider that can help customers
manage, and eventually pay off, their delinquencies. Few,
if any, companies in our industry are as consumer-minded.
Nor, by extension, as successful.
A founding tenet of PRA’s operations was our focus on
compliance with all applicable laws, rules and regulations,
as well as our internal code of conduct. Because these
capabilities must grow in direct proportion to the expan-
sion of our operations, in 2015 we expanded our internal
audit function to create a global Corporate Audit enterprise.
This team works in tandem with our global Compliance
staff to assure our Board of Directors and Executive
Management that risks are properly managed and activi-
ties are being carried out in accordance with written
policies and procedures.
In this increasingly regulated and scrutinized industry, sell-
ers prefer buyers who are partners. Partners who return
money to their bottom line while preserving their reputa-
tion. Not only does PRA Group offer sellers such confi-
dence thanks to our long record of compliance, we also
bring other benefits to every deal. Sellers know we are
dependable with funding long-term contracts, we have
significant free cash flow and a large credit line capacity,
and we are reasonable and fair negotiators. Finally, sellers
count on us for responsive and effective post-sale support.
The world economy passes through our doors every day.
The first thing about PRA Group that strikes many inves-
tors, bankers and others in the financial services industry
is our size and breadth—we have become a global leader
in our industry. But it is our unique business model,
including our highly experienced workforce, our industry-
leading analytics and our overarching philosophy of how
we conduct our business, that truly sets us apart and to
which we attribute much of our success.
Perhaps our greatest innovation, which leads to an unas-
sailable advantage over our competitors, is our proprietary
statistical modeling approach. Over the past 20 years, we
have acquired more than 40 million customer accounts in
the U.S. alone. By relying on decades worth of collection
experience with these customers, the people who analyze
this data create highly predictive models for the pricing of
portfolios we consider for purchase. This efficiency returns
more capital to our investors, creates more value for our
investors and shareholders, and extends more opportunity
to our customers.
2006
Fortune Small Business names PRA one of America’s
100 Fastest-Growing Small Companies
Opens fourth call center in Jackson, Tennessee
2008
Expands local government revenue-enhancement
services in U.S. with acquisitions of MuniServices
and Broussard Partners & Associates (BPA)
Exits U.S. contingency collections business
2010
Diversifies into class action claims servicing
with acquisition of controlling interest in CCB
Opens fifth U.S. call center in Las Vegas, Nevada
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“PRA has been committed to supporting the Foodbank since 2002,
allowing us to distribute more than $1 million worth of food and grocery products that have provided
580,000 meals to families and individuals in need. In addition to PRA’s corporate sponsorships, its
employees have devoted hundreds of volunteer hours over the years to support the Foodbank’s mission
of eliminating hunger in our community.”
– Ruth Jones Nichols, CEO, Foodbank of Southeastern Virginia and the Eastern Shore
2011
Opens sixth U.S. call center in Birmingham, Alabama
2012
Begins to acquire and service secured
bankruptcy debt with acquisition of National
Capital Management assets
Expands into UK consumer debt buying and
contingency collections with acquisition of
Mackenzie Hall
2013
PRAA included in Barron’s 400 Index of most funda-
mentally sound and attractively priced stocks for
second consecutive year
Credit Collections & Risk awards PRA UK Credit
Excellence Award in Compliance
Opens seventh U.S. call center in Dallas, Texas,
exiting all offshore management of U.S. accounts
PRA Cares
Committed | Accountable | Respectful | Ethical | Successful
Every PRA employee is part of a bigger picture, and each plays a role in the company’s
long-term success. Our shared values are represented in the acronym PRA Cares.
Demonstrating our commitments.
In 2015 we articulated a new set of combined global core val-
ues. All employees in the Americas and Europe share a com-
mon set of values and commitments that define how we treat
each other, how we relate to our customers, and the responsi-
bilities we have to shareholders, regulators, clients and others.
Simply put, they’re the principles that reflect our company’s
culture, why PRA was started, and who PRA is today. These
principles are built on five words that form the acronym CARES:
Committed, Accountable, Respectful, Ethical and Successful.
Our goal is for every PRA employee to personalize and live these
shared values, because they are guidelines for everything we do.
Global reach with a local touch.
A few times a year, we pay our employees not to show up.
Beginning in January 2015, we implemented a program to
give each U.S. employee eight hours of paid time off each
year to participate in Volunteer Days, and we will be rolling
out this program in Europe in 2016. We also match our employ-
ees’ charitable monetary contributions. Our corporate support
spans a wide range of nonprofit causes, from human services
to the arts. At PRA, we know that giving back is a wonderful
way to lift up, because when communities profit, we all win.
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These are some of the many nonprofit organizations our company and employees support:
2014
Named one of Fortune’s 100 Fastest-Growing Companies for third consecutive year
Named one of Forbes’ Best Small Companies for eighth consecutive year
Acquires Aktiv Kapital AS, a leader in acquiring and servicing nonperforming
consumer loans throughout Europe and Canada
Acquires UK Individual Voluntary Arrangements platform and other assets from
Pamplona Capital Management
2015
Purchases majority position in RCB Investimentos, Brazil’s leading NPL
master servicing platform
Recognized for Global M&A Deal of the Year in the M&A Atlas Awards for
acquisition of Aktiv Kapital AS
Expands Norfolk headquarters to support long-term growth
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Officers & Directors
Corporate Leadership
Steve Fredrickson
Chairman and
Chief Executive Officer
Kevin Stevenson
President, Chief
Administrative Officer, and
Interim Chief Financial Officer
Tiku Patel
Chief Executive Officer,
PRA Group Europe
Neal Stern
Executive Vice President,
Chief Investment,
Analytics, and Operational
Strategy Officer
Chris Graves
Executive Vice President,
Americas Core
Michael Petit
President, Insolvency
Investment Services
Chris Lagow
Senior Vice President,
General Counsel and
Assistant Secretary
Judith Scott
Corporate Secretary
Laura White
Chief Compliance Officer
Deborah Cassidy
Chief Information Officer
Michelle Link
Chief Human Resources
Officer
Steve Roberts
Chief Strategy and Business
Development Officer
Kent McCammon
Executive Vice President,
Strategy and Business
Development
Neil Chakravarty
Senior Vice President,
Corporate Audit Services
Nancy Porter
Vice President,
Corporate Communications
Board of Directors
Steve Fredrickson
Chairman and
Chief Executive Officer
Kevin Stevenson
President, Chief
Administrative Officer,
and Interim Chief
Financial Officer
David Roberts
Lead Director
Vikram Atal
Director
John Fain
Director
Penelope Kyle
Director
James Nussle
Director
Geir Olsen
Director
Scott Tabakin
Director
James Voss
Director
Lance Weaver
Director
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2015
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: 000-50058
PRA Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
75-3078675
(I.R.S. Employer Identification No.)
120 Corporate Boulevard, Norfolk, Virginia
(Address of principal executive offices)
23502
(Zip Code)
(888) 772-7326
(Registrant's Telephone No., including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value per share
(Title of Class)
NASDAQ Global Select Market
(Name of Exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES
NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. YES
NO
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 past 90 days. YES
NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). YES
NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
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" and "smaller reporting company" in Rule 12b-2 of the Exchange
Act. (Check one): Large accelerated filer
Smaller reporting company
Non-accelerated filer
Accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES
NO
The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2015 was $2,970,224,983 based on the
$62.31 closing price as reported on the NASDAQ Global Select Market.
The number of shares of the registrant's Common Stock outstanding as of February 25, 2016 was 46,221,037.
Documents incorporated by reference: Portions of the registrant's definitive Proxy Statement for our 2016 Annual Meeting of Shareholders
are incorporated by reference into Part III of this Form 10-K.
Part I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Part II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Table of Contents
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosure
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Income Statements
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
1 – General and Summary of Significant Accounting Policies
2 – Finance Receivables, net
3 – Investments
4 – Operating Leases
5 – Goodwill and Intangibles Assets, net
6 – Borrowings
7 – Property and Equipment, net
8 – Fair Value
9 – Share-Based Compensation
10 – Earnings Per Share
11 – Proforma Financial Information
12 – Derivatives
13 – Stockholders' Equity
14 – Income Taxes
15 – Commitments and Contingencies
16 – Retirement Plans
17 – Subsequent Event
Item 9.
Item 9A.
Item 9B.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
continued
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18
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35
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Table of Contents
continued
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV
Item 15.
Signatures
96
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100
3
Cautionary Statements Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995:
This report contains forward-looking statements within the meaning of the federal securities laws. These forward-looking
statements involve risks, uncertainties and assumptions that, if they never materialize or prove incorrect, could cause our results
to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of
historical fact, are forward-looking statements, including statements regarding overall cash collection trends, gross margin trends,
operating cost trends, liquidity and capital needs and other statements of expectations, beliefs, future plans and strategies, anticipated
events or trends, and similar expressions concerning matters that are not historical facts. The risks, uncertainties and assumptions
referred to above may include the following:
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changes in the credit or capital markets, which affect our ability to borrow money or raise capital;
a prolonged economic recovery or a deterioration in the economic or inflationary environment in North America or Europe,
including the interest rate environment;
our ability to replace our nonperforming loans with additional receivables portfolios;
our ability to purchase nonperforming loans at appropriate prices;
our reliance on third-party vendors having procedures and controls which are compliant or error free;
our ability to obtain accurate and authentic account documents relating to accounts that we acquire and the possibility
that documents that we provide could contain errors;
our ability to collect sufficient amounts on our nonperforming loans;
our ability to successfully acquire receivables of new asset types;
changes in, or interpretations of, bankruptcy or collection laws that could negatively affect our business, including by
causing an increase in certain types of bankruptcy filings involving liquidations, which may cause our collections to
decrease;
changes in, or interpretations of, federal, state, local, or foreign laws or the administrative practices of various bankruptcy
courts, which may impact our ability to collect on our nonperforming loans;
our ability to obtain adequate insurance coverage at reasonable prices;
our ability to manage risks associated with our international operations;
changes in tax laws regarding earnings of our subsidiaries located outside of the United States ("U.S.");
the possibility that we could incur goodwill or other intangible asset impairment charges;
our ability to retain members of our senior management team;
the possibility that our U.S. work force could become unionized in the future, which could adversely affect the stability
of our production and increase our costs;
the imposition of additional taxes on us;
the possibility that we could incur significant allowance charges on our finance receivables;
our loss contingency accruals may not be adequate to cover actual losses;
the possibility that class action suits and other litigation could divert our management's attention and increase our expenses;
adverse outcomes in pending litigations;
the possibility that we could incur business to technology disruptions or cyber incidents;
the degree, nature, and resources of our competition;
the possibility that new business acquisitions prove unsuccessful or strain or divert our resources;
the potential effects of threatened or actual terrorism and war;
our ability to compete in markets where we do business;
our ability to manage growth successfully or to successfully integrate our growth strategy;
the possibility that we or our industry could experience negative publicity or reputational attacks;
the possibility that a sudden collapse of one of the financial institutions in which we are depositors could negatively affect
our financial results;
our ability to collect and enforce our finance receivables may be limited under federal, state, and foreign laws;
our ability to adjust to debt collection and debt-buying regulations that may be promulgated by the Consumer Financial
Protection Bureau ("CFPB") and the regulatory and enforcement activities of the CFPB;
our ability to comply with existing and new regulations of the collection industry, the failure of which could result in
penalties, fines, litigation, damage to our reputation, or the suspension or termination of or required modification to our
ability to conduct our business;
changes in accounting standards, governmental laws and regulations or the manner in which they are interpreted or applied
which could increase our costs and liabilities or impact our operations;
investigations or enforcement actions by governmental authorities, which could result in changes to our business practices;
negatively impact our portfolio purchasing volume; make collection of account balances more difficult or expose us to
the risk of fines, penalties, restitution payments, and litigation;
the possibility that compliance with foreign and U.S. laws and regulations that apply to our international operations could
increase our cost of doing business in international jurisdictions;
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net capital requirements pursuant to the European Union Capital Requirements Directive ("CRD IV"), which could impede
the business operations of our subsidiaries;
our ability to maintain, renegotiate or replace our credit facility;
our ability to satisfy the restrictive covenants in our debt agreements;
the possibility that the accounting for convertible debt securities could have an adverse effect on our financial results;
our ability to raise the funds necessary to repurchase the convertible senior notes or to settle conversions in cash;
the possibility that conversion of the convertible senior notes could affect the price of our common stock;
changes in interest or exchange rates, which could reduce our net income, and the possibility that future hedging strategies
may not be successful, which could adversely affect our results of operations and financial condition, as could our failure
to comply with hedge accounting principles and interpretations; and
the risk factors listed from time to time in our filings with the Securities and Exchange Commission (the "SEC").
You should assume that the information appearing in this annual report is accurate only as of the date it was issued. Our
business, financial condition, results of operations and prospects may have changed since that date.
For a discussion of the risks, uncertainties and assumptions that could affect our future events, developments or results, you
should carefully review the "Risk Factors" section beginning on page 18, as well as the "Management's Discussion and Analysis
of Financial Condition and Results of Operations" section beginning on page 35 and the "Business" section beginning on page 6.
Our forward-looking statements could be wrong in light of these and other risks, uncertainties and assumptions. The future
events, developments or results described in this report could turn out to be materially different. Except as required by law, we
assume no obligation to publicly update or revise our forward-looking statements after the date of this report and you should not
expect us to do so.
Investors should also be aware that while we do, from time to time, communicate with securities analysts and others, we do
not, by policy, selectively disclose to them any material nonpublic information or other confidential commercial information.
Accordingly, stockholders should not assume that we agree with any statement or report issued by any analyst regardless of the
content of the statement or report. We do not, by policy, confirm forecasts or projections issued by others. Thus, to the extent that
reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.
5
Item 1. Business.
General
PART I
Headquartered in Norfolk, Virginia and incorporated in Delaware, we are a leading company in the acquisition and collection
of nonperforming loans in the Americas and Europe. Our business focuses upon the acquisition, collection, and processing of both
unpaid and normal-course accounts receivable originally owed to credit grantors, government entities, and others. Our primary
business is the purchase, collection and management of portfolios of nonperforming consumer loans. The accounts we acquire are
the unpaid obligations of individuals owed to credit grantors, which primarily include banks and other types of consumer, retail,
and auto finance companies. We also provide the following fee-based services:
• Contingent collections of nonperforming loans in Europe;
• Vehicle location, skip tracing and collateral recovery for auto lenders, government entities and law enforcement;
• Revenue administration, audit and debt discovery services for local government entities; and
• Class action claims recovery services and related payment processing.
We have one reportable segment, accounts receivable management, based on similarities among the operating units including
the nature of the products and services, the nature of the production processes, the types or classes of customers for our products
and services, the methods used to distribute our products and services, and the nature of the regulatory environment.
On August 3, 2015 we acquired 55% of the equity interest in RCB Investimentos S.A. ("RCB"). The remaining 45% of the
equity interest in RCB is owned by the executive team and previous owners of RCB. RCB was founded in 2007 and is a leading
master servicing platform for nonperforming loans in Brazil. RCB specializes in structuring, investing and operating receivable
and credit-related assets. The founders of RCB each entered into long-term employment agreements with us and will continue to
manage RCB's local business in Brazil. Our investment for the 55% ownership of RCB was paid for with approximately
$55.2 million in cash which was borrowed under our existing domestic revolving credit facility. The majority of cash paid to
acquire the equity interest in RCB is expected to be used in the ordinary course of business. As part of the investment and call
option agreements, we have the right to purchase the remaining 45% of RCB at certain multiples of earnings before interest, taxes,
depreciation and amortization ("EBITDA") beginning August 3, 2019 and lasting for two years.
The scale and scope of our international business expanded substantially during 2014 primarily due to the acquisition of
Aktiv Kapital ("Aktiv"), a Norway-based leader in acquiring and servicing nonperforming consumer debt throughout Europe and
Canada. With the Aktiv acquisition, we became one of the world's largest acquirers of nonperforming consumer loans from banks
and other creditors. The Aktiv acquisition provided us entry into several new markets, resulting in additional geographic diversity
in portfolio purchasing and collection. Aktiv's executive team and the more than 400 Aktiv employees joined our workforce upon
the closing of the transaction.
We believe that the strengths of our business are our analytical approach to portfolio pricing and servicing, our processing
systems and procedures, our relationships with many of the largest consumer lenders, and our extensive compliance systems and
culture. The success of our business depends on our ability to purchase nonperforming loans at appropriate valuations and to collect
on those receivables in a compliant, effective and efficient manner.
Our Core business specializes in receivables that have been charged-off by the credit grantor. Because the credit grantor
and/or other debt servicing companies have unsuccessfully attempted to fully collect these receivables, we are able to purchase
them at a substantial discount to their face value.
Our Insolvency business consists primarily of purchasing and collecting accounts that are involved in a Chapter 13 bankruptcy
proceeding from credit grantors based in the United States. During 2014, the geographic footprint of the Insolvency business
expanded into Canada and Europe.
We were initially formed as Portfolio Recovery Associates, L.L.C., a Delaware limited liability company, on March 20,
1996. In connection with our 2002 initial public offering, all of the membership units of Portfolio Recovery Associates, L.L.C.
were exchanged, simultaneously with the effectiveness of our registration statement, for a single class of Portfolio Recovery
Associates, Inc. common stock, a new Delaware corporation formed on August 7, 2002. Accordingly, the members of Portfolio
Recovery Associates, L.L.C. became the common stockholders of Portfolio Recovery Associates, Inc., which became the parent
company of Portfolio Recovery Associates, L.L.C. and its subsidiaries. On October 23, 2014, we changed our name to PRA Group,
Inc.
6
Frequently Used Terms
We use the following terminology throughout this document:
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"Allowance charges" refers to a reduction in income recognized on finance receivables on pools of finance receivables
whose cash collection estimates were below expectations or are projected to be below expectations.
"Amortization rate" refers to cash collections applied to principal on finance receivables as a percentage of total cash
collections.
"Buybacks" refers to purchase price refunded by the seller due to the return of ineligible accounts.
"Cash collections" refers to collections on our owned finance receivables portfolios.
"Cash receipts" refers to collections on our owned finance receivables portfolios plus fee income.
"Core" accounts or portfolios refer to accounts or portfolios that are nonperforming loans and are not in an insolvent status
upon purchase. These accounts are aggregated separately from insolvency accounts.
"Estimated remaining collections" or "ERC" refers to the sum of all future projected cash collections on our owned finance
receivables portfolios.
"Fee income" refers to revenues generated from our fee-for-service businesses.
"Income recognized on finance receivables" refers to income derived from our owned finance receivables portfolios.
"Income recognized on finance receivables, net" refers to income derived from our owned finance receivables portfolios
and is shown net of allowance charges/reversals.
"Insolvency" accounts or portfolios refer to accounts or portfolios of receivables that are in an insolvent status when we
purchase them and as such are purchased as a pool of insolvent accounts. These include Individual Voluntary Arrangements
("IVAs"), Trust Deeds in the United Kingdom, Consumer Proposals in Canada and bankruptcy accounts in the United
States, Canada and the United Kingdom.
"Net finance receivable balance" is recorded on our balance sheet and refers to the purchase price less principal amortization
and net allowance charges/reversals.
"Principal amortization" refers to cash collections applied to principal on finance receivables.
"Purchase price" refers to the cash paid to a seller to acquire nonperforming loans, plus certain capitalized costs, less
buybacks.
"Purchase price multiple" refers to the total estimated collections (as defined below) on owned finance receivables
portfolios divided by purchase price.
"Total estimated collections" refers to actual cash collections, including cash sales, plus estimated remaining collections
on our finance receivables portfolios.
All references in this report on Form 10-K to the "PRA Group," "our," "we," "us," the "Company" or similar terms are to
PRA Group, Inc. and its subsidiaries.
Available Information
We maintain an Internet website at the following address: www.pragroup.com.
We make available on or through our website certain reports that we file with or furnish to the SEC in accordance with the
Securities Exchange Act of 1934. These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current
reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended. We make this information available on our website free of charge as soon as reasonably
practicable after we electronically file the information with or furnish it to the SEC. The information that is filed with the SEC
may be read or copied at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. In addition, information
on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically
with the SEC at: www.sec.gov.
Reports filed with or furnished to the SEC are also available free of charge upon request by contacting our corporate office
at:
PRA Group, Inc.
Attn: Investor Relations
120 Corporate Boulevard, Suite 100
Norfolk, Virginia 23502
7
Competitive Strengths
We Offer a Compelling Alternative to Global Debt Owners and Domestic Governmental Entities
We offer global debt owners the ability to realize immediate value for their charged-off and insolvent receivables, through
either one-time spot purchase contracts or forward flow contracts that arrange for regular purchases from the debt owner. Our
transactional flexibility helps us to meet the needs of global debt owners, leverages our access to capital, and provides us with the
opportunity to create consistent and enduring supply relationships. Through our government services business and our European
and South American businesses, we have the ability to service receivables in various ways including collecting on a contingent
fee basis. For our government services business, this also includes such services as processing tax payments on behalf of the client
and extends to more complicated tax audit and discovery work, as well as additional services that fill the needs of our clients.
Disciplined and Proprietary Underwriting Process
One of the key components of our growth has been our ability to price portfolio acquisitions at levels that have generated
profitable returns on investment. Since inception, we have been able to consistently collect more than our purchase price and costs
over the collection life cycle of the finance receivables portfolios we have acquired. In doing so, we have generated profits and
operational cash flow from these portfolio acquisitions, without relying on the resale of portfolios to achieve these results. In the
United States, we have not resold any of our purchased portfolios since 2002 and sold a minimal number of accounts prior to this
time frame.
By retaining and collecting, as opposed to selling, the accounts we purchase over the long term, we create static pool history
that we believe is unique among our peers. Our portfolio underwriting process utilizes collection results, customer data, and account
attributes to effectively value portfolios. Our modeling capabilities continuously evolve as we incorporate new data and develop,
test, and adopt new analytical tools that help us improve our underwriting accuracy.
The Core portfolio underwriting process includes both quantitative analytical modeling and qualitative judgment-based
analysis that considers the effects of the origination, servicing, and collection history of the portfolios we price. With the addition
of data from the Aktiv acquisition and our interest in RCB in Brazil, we have similar capabilities in European and South American
markets. We believe the combination of our deep sample of purchase data, our sophisticated analytical modeling, and the
underwriting judgment gained from thousands of portfolios affords us a significant competitive advantage.
Established Systems and Infrastructure
We have devoted significant effort to developing our systems, including statistical models, databases and reporting packages,
to optimize our portfolio purchases and collection efforts. In addition, we believe that our technology infrastructure is flexible,
secure, reliable and redundant, to protect the privacy of our sensitive data and to mitigate exposure to systems failure or unauthorized
access.
We have developed financial models and systems for pricing portfolio acquisitions, managing the collections process and
monitoring operating results. We regularly prepare a static pool report for each of our portfolios, populating actual results back
into our acquisition models to enhance their accuracy. We monitor collection results continuously, seeking to identify and resolve
negative trends promptly. By retaining and collecting upon our purchased finance receivables over the long-term, we enhance our
knowledge of a portfolio's performance. The combination of hardware, software and proprietary modeling and systems has been
developed by our management team through years of experience in this industry and we believe provides us with an important
competitive advantage from the acquisition process all the way through collection and payment operations.
Our systems and infrastructure also enhance our compliance activities. We employ a staff of Quality Assurance employees
in our Compliance function who monitor calls and observe collection system entries and monitor and test our daily activities. To
enhance this process, where permissible, we employ sophisticated call and work action recording systems which allow us to better
monitor compliance and quality of our customer contacts.
Strong Relationships with Major Credit Grantors
We have done business with most of the largest consumer lenders in the United States and in Europe. We maintain an active
marketing effort and our senior management team is in contact on a regular basis with existing and potential sellers of nonperforming
loans. In addition, we protect our reputation as a reliable and compliant purchaser of nonperforming loans. Management views
our reputation as compliant collectors as an integral part of our value proposition for existing and potential sellers. Moreover, we
consistently attempt to negotiate reasonable and mutually acceptable contract terms, resulting in a confident and expeditious closing
process for both parties. We believe our strong relationships with major credit grantors provide us with access to quality opportunities
for portfolio purchases.
8
Experienced Management Team
Prior to our formation, our founders played key roles in the development and management of a receivables acquisition and
divestiture operation of Household Recovery Services, a subsidiary of Household International. As we have grown, we have
expanded our management team with seasoned executives to better sustain our business growth strategy. Our team has considerable
expertise in the accounts receivable management industry.
Following is a summary of our executive management team as of February 26, 2016, including each executive officer's
principal occupation, business experience, and employment during the past five years. The principal occupation, employment and
business experience history of each member provides a brief explanation as to the nature of responsibility undertaken by such
individual in their prior positions to provide adequate disclosure of his or her prior business experience.
Executive Officers of the Registrant
Tenure, Experience and Age in years
Name
Current Position
Prior Experience
Steven D. Fredrickson (1) Chairman of the Board of
Kevin P. Stevenson (2)
Chris Graves (3)
Chris Lagow (4)
Michelle Link (5)
Tiku Patel (6)
Michael Petit (7)
Steve Roberts (8)
Neal Stern (9)
Directors, and Chief Executive
Officer
President, Chief Administrative
Officer, and Interim
Chief Financial Officer
Executive Vice President,
Americas Core Acquisitions &
Core Operations
Household Recovery Services,
Continental Illinois National Bank
and Trust Company
Household Recovery Services,
Household Bank
Capital One, Signet Bank, First
Union
Senior Vice President and
General Counsel
Togut, Segal & Segal, LLP, LeClair
Ryan, PC
Chief Human Resources Officer Amerigroup, Corning, Cigna, Blue
Cross Blue Shield
Chief Executive Officer, PRA
Group Europe
Aktiv Kapital, Experian, Barclays,
Kingfisher, Redland
President, Insolvency
Investment Services
Chief Strategy and Business
Development Officer
Executive Vice President, Chief
Investment, Analytics and
Operations Strategy Officer
Pacific Crest Securities, Caterpillar,
Banc One Capital Markets, Ford
Motor Company, Jefferies and
Company, Continental Bank
ShopText, Interpublic Group, Otis,
Carrier, Digitas, United
Technologies
Target Financial Services, US Bank,
Transamerica
Allianz, Federal Reserve Bank of
Richmond, Capital One
Laura White (10)
Chief Compliance Officer
Deborah Cassidy (11)
Neil Chakravarty (12)
Senior Vice President, Chief
Information Officer
Genworth Financial, Allianz
Assistance, Tredegar Corporation
Senior Vice President,
Corporate Audit Services
Genworth Financial, Capital One
Financial, KPMG
PRA
Group
Tenure
20
Relevant
Industry
Experience
30+
Age
56
20
10
10
5
2
12
3
9
2
1
1
27
23
15
18
14
30
30
25
24
11
18
51
47
42
41
50
56
54
47
45
58
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(1) Mr. Fredrickson, co-founder, served as PRA Group's President until 2015 when he assumed his current position.
(2) Mr. Stevenson, co-founder, served as PRA Group's Executive Vice President until 2015 when he assumed his current position.
(3) Mr. Graves joined PRA Group in 2006. He served as Vice President, Portfolio Acquisitions until 2009, and Executive Vice
President, Core Acquisitions until 2013 when he assumed his current position.
(4) Mr. Lagow joined PRA Group in 2006. He served as U.S. Counsel-Litigation until 2014 and Deputy General Counsel until
2015 when he assumed his current position.
(5) Ms. Link joined PRA Group in 2011. She served as Senior Vice President, Human Resources until 2014 when she assumed
her current position.
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(6) Mr. Patel transitioned to PRA Group from Aktiv Kapital where he served as Chief Operating Officer for six years. Aktiv
Kapital was acquired by PRA Group, Inc. in 2014; following the transition he continued his role as Chief Operating Officer
for PRA Group Europe until 2016 when he took on the role of Chief Executive Officer, PRA Group Europe. His extensive
operational knowledge of Aktiv Kapital, his background and skills in the financial services industry, and his leadership
capabilities are highly leveraged in his continued role with PRA Group.
(7) Mr. Petit joined PRA Group in 2004. He served as President, Bankruptcy Services from 2011 until 2015 when he assumed
his current position.
(8) Mr. Roberts was the Chief Executive Officer of ShopText for the six years prior to joining PRA Group. He has a significant
background in marketing and operations and worked as a chief operating officer and chief financial officer at subsidiaries of
the publicly-held McCann Erikson and Modem Media organizations. He served as President, Business and Government
Services at PRA Group until 2015 when he assumed his current position.
(9) Mr. Stern joined PRA Group in 2007. He served as Senior Vice President, Operations from 2008 until 2011, and Executive
Vice President, Chief Operating Officer Owned Portfolios until 2015 when he assumed his current position.
(10) Prior to joining PRA Group, Ms. White was the Chief Risk and Compliance Officer, Americas Zone for Allianz Global
Assistance from 2010-2014. Ms. White has more than 20 years of leadership experience in the financial services industry. In
her role with Allianz she was responsible for risk management and compliance, including operational risk, internal controls,
business continuity and regulatory compliance. A significant amount of this experience is leveraged in her role at PRA Group.
(11) Ms. Cassidy served as Vice President and Business Chief Information Officer at Genworth Financial and Vice President and
Americas Chief Information Officer at Allianz prior to joining PRA Group. She has over 25 years of experience within
information technology; 11 years were focused within financial services.
(12) Prior to joining PRA Group, Mr. Chakravarty served as Senior Manager, Card Operations Audit, Capital One Financial for
over two years before transitioning to Genworth Financial where he served as Audit Director for three years. He has an
extensive background in the audit and risk management industry and leverages these skills at PRA Group.
Portfolio Acquisitions
Our portfolio of finance receivables includes a diverse set of accounts that can be categorized by asset type, age and size of
account, level of previous collection efforts, payment history, and geography. To identify buying opportunities, we maintain an
extensive marketing effort with our senior officers contacting known and prospective sellers of finance receivables. We have
acquired receivables of Visa®, MasterCard®, private label and other credit cards, installment loans, lines of credit, insolvency
accounts, deficiency balances of various types, legal judgments, trade payables, and other types, all from a variety of receivable
owners. These sellers include major banks, credit unions, consumer finance companies, telecommunication providers, retailers,
utilities, auto finance companies, student loan companies, and other debt owners. In addition, we make periodic visits to the
operating sites of sellers of receivables and attend numerous industry events in an effort to develop account purchase opportunities.
We also maintain active relationships with brokers of nonperforming loans.
We purchase accounts from a variety of debt owners. We have acquired portfolios at various price levels, depending on the
age of the portfolio, its geographic distribution, our historical experience with a certain asset type or credit grantor and similar
factors. A typical nonperforming loan portfolio that we acquire in the United States ranges from $1 million to $150 million in face
value and contains receivables from diverse geographic locations with average initial individual account balances of $400 to
$7,000. Our portfolio purchases outside the United States can vary from these ranges based upon a number of factors.
In the United States, the age of a Core portfolio (the time since the underlying account has been charged-off) is an important
factor in determining the value we place on the portfolio. Generally, there is an inverse relationship between the age of a Core
portfolio and the price we can pay to purchase the portfolio. This relationship is due to the fact that older Core portfolio receivables
typically liquidate at lower rates. The accounts receivables management industry places U.S. Core portfolio receivables into
categories depending on the number of collection agencies that have previously attempted to collect on the receivables. Fresh
accounts are typically past due 120 to 270 days, charged-off by the credit grantor and are typically sold prior to the seller conducting
any post-charge-off collection activity. These accounts typically sell for the highest purchase price. Primary accounts are charged-
off, are typically 360 to 450 days past due, and have been previously placed with one contingent fee servicer and receive a lower
purchase price. Secondary and tertiary accounts are charged-off, are typically more than 540 days past due, and have been placed
with two or three contingent fee servicers and receive even lower purchase prices. We also occasionally purchase portfolios of
charged-off accounts previously worked by four or more agencies and these are typically older and receive an even lower price.
In Europe we also purchase portfolios of paying, charged-off accounts. Such pools have liquidation results that can have much in
common with Insolvency portfolios.
In addition, we purchase portfolios of accounts that are included in certain types of consumer insolvency proceedings. Given
our United States focus historically, these insolvency accounts are typically those filed under Chapter 13 of the U.S. Bankruptcy
Code and have an associated payment plan that generally ranges from 3 to 5 years in duration. We purchase portfolios of insolvency
accounts in both forward flow and spot transactions and, consequently, they can be at any age in the bankruptcy plan life cycle.
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Non-U.S. Insolvency accounts may have some slight differences, but will generally operate similarly. In Canada, we purchase
Consumer Proposal, Consumer Credit Counseling and Bankrupt Accounts. In the United Kingdom, we purchase IVAs, Company
Voluntary Arrangements, Trust Deeds and Bankrupt Accounts. In Germany, we acquire consumer bankruptcies which may also
consist of small business loans with a personal guarantee.
We also review the geographic distribution of accounts within a portfolio because we have found that state-specific laws
and rules can have an effect on the collectability of accounts located there. In addition, economic factors and bankruptcy trends
vary regionally and are factored into our purchase price equation.
Purchasing Process
We acquire portfolios from debt owners through auctions and negotiated sales. In an auction process, the seller will assemble
a portfolio of receivables and will seek purchase prices from specifically invited potential purchasers. In a privately negotiated
sale process, the debt owner will contact one or more purchasers directly, receive a bid, and negotiate the terms of sale. In either
case, typically, invited purchasers will have already successfully completed a qualification process that can include the owner's
reviews of any or all of the following: the purchaser's experience, reputation, financial standing, operating procedures, business
practices, and compliance oversight.
We also acquire accounts through forward flow contracts. Under a forward flow contract we agree to purchase nonperforming
loans from a debt owner on a periodic basis, at a price equal to a set percentage of face value of the receivables over a specified
time period, generally from three to twelve months. These agreements often contain a requirement that the attributes and selection
criteria of the receivables to be sold will not significantly change each month. If this requirement is not adhered to, the contract
will typically allow for the correction of any material file deficiencies by the seller or other appropriate remedies as mutually
agreed upon. Forward flow contracts provide debt owners with a predictable source of value for nonperforming loans and provide
the debt purchaser with a steady and reliable source of receivables for its collection operation.
In a typical U.S. and Canadian Core portfolio sale transaction, after signing a non-disclosure agreement, a debt owner
distributes a computer data file containing ten to fifteen essential data fields on each account in the portfolio offered for sale. Such
fields typically include, but are not limited to, the customer's name, address, outstanding balance, date of charge-off, date and
amount of last payment and the date the account was opened. Customer information may be masked or altogether excluded from
the pricing file provided by the seller. Additionally, we typically receive a survey from the debt owner, which describes the
origination, servicing, and collection history of the accounts selected for sale. We may also receive representative samples of
account documentation for review, to include statements, account agreements, promissory notes, and other documents, as applicable.
We perform our data due diligence on the portfolio by electronically checking the data, provided to us through secured delivery,
using proprietary data quality algorithms, and when possible, cross-check the data against the accounts in our owned portfolio
database. We compile a variety of portfolio level reports, examining all available data. In certain markets, we will also perform
on-site due diligence at the debt owner's operation.
In order to determine a purchase price for a Core portfolio in the United States, we generally use two separate internally
developed computer models. We analyze the portfolio using our proprietary multiple linear regression model, which analyzes the
accounts of the portfolio using predictive variables and projects a portfolio liquidation rate. We also analyze the portfolio as a
whole using an adjustment model, which is used in combination with a cash flow model that utilizes our collections results from
similar portfolios we have previously purchased. We supplement the adjustment model with qualitative background information
about the origination, servicing and collection history of the portfolio. Finally, we may employ a model that creates statistically
similar portfolios from our existing accounts across our purchased inventory and develops estimated collection curves that are
used in our price modeling. From these models we derive our quantitative projections which are used to help price transactions.
The multiple linear regression model is also used to prioritize collection work efforts subsequent to purchase. With respect to
prospective forward flow contracts and other long-term relationships, we obtain a representative file that we use to determine the
price of the forward flow arrangement. Then each month during the flow term, we receive the actual sale file to be funded, and
compare it to the representative file noted above to determine if the delivered file meets the file quality standards established by
the initial pricing file. This process allows us to confirm that the accounts we are purchasing are materially consistent with those
we agreed to purchase under the forward flow contract. When purchasing insolvency receivables, we follow a similar analytical
process but utilize completely separate, specifically designed pricing models.
In order to determine a purchase price for a Core portfolio in Europe, we use a combination of models. One is a reference
model that utilizes actual collections and cost experience yielded from other comparable portfolios previously acquired within the
same country as the portfolio being considered for purchase. Other models utilize data from our data warehouse and employ
statistical approaches to project the likelihood and amount of receiving payments over the economic life of the portfolio being
considered. Models that use decay and amortization approaches can also be employed, depending on the portfolio. When available,
external data sources are utilized to enhance underwriting accuracy. As in the United States, quantitative projections of collections
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and costs are adjusted based upon qualitative background information we collect that describes the origination, servicing and
collection history of the portfolio.
We maintain a detailed static pool profile for each portfolio that we have acquired, capturing demographic data and revenue
and expense items for further analysis. We use our static pool analysis to refine the underwriting models that we use to price future
portfolio purchases. The results of the static pool analysis are input back into our models, increasing the accuracy of the models
as the data set increases with every portfolio purchase and each day's collection efforts. We generally do not sell our purchased
receivables, but rather we work them over the long-term, enhancing our knowledge of a pool's long-term performance.
The quantitative and qualitative data derived in our due diligence process is evaluated, considering both any subjective factors
about the portfolio or the debt owner and our knowledge of the current nonperforming loan market. A portfolio acquisition approval
memorandum is then prepared for each prospective portfolio before a binding purchase price is submitted to the debt owner. This
approval memorandum, which outlines the portfolio's anticipated collectability, costs, returns, risks, and purchase structure, is
distributed to members of an Investment Committee, which varies depending on the country. The approval by the Investment
Committee sets a maximum purchase price for the portfolio.
Once a portfolio purchase has been approved by the applicable Investment Committee and the terms of the sale have been
agreed to with the debt owner, the acquisition is documented in an agreement that contains mutually agreeable terms and conditions.
Provisions are typically incorporated for disputed, fraudulent, deceased, bankrupt (in the case of Core portfolio purchases), or
other ineligible accounts and the debt owner typically either agrees to repurchase these accounts or replace them with acceptable
replacement accounts within certain time frames.
Owned-Portfolio Collection Operations
Call Center Operations
In higher volume markets our collection efforts leverage call centers. In some newer markets or in markets that have less
consistent debt purchasing patterns, most notably outside the United States, we may utilize external vendors to do some or all of
this work. Whether the accounts are being worked internally or externally we utilize our analysis to proportionally direct work
efforts to those customers most likely to pay. The analysis driving those decisions relies on various models, and variables that have
the highest correlation to profitable collection call activity.
The collectability forecast for a newly acquired portfolio will help determine our initial collection strategy. Accounts that
are initially determined to have the highest predicted collection probability will be worked with greater efforts. Less collectible
accounts may be set aside to be worked with less frequency or with lower cost methods. After owning an account for a month we
begin reassessing the collectability based on a set of observed account characteristics and behaviors. Some accounts may be worked
using a letter and/or settlement strategy.
On the initial contact call, a customer is given a standardized presentation on resolving his or her account with us. During
this call, emphasis is placed on determining the reason for the customer's default to better assess the customer's situation and create
a plan for repayment. The collectors work to obtain a repayment plan that is appropriate to the customer's ability to make a
repayment. At times, when determined to be appropriate, and in many cases with management approval, a reduced lump-sum
settlement may be agreed upon.
If a collector or an external vendor is unable to establish contact with a customer based on information received or stored,
the systems generally will supplement the account information by leveraging a series of automated skip tracing procedures. Skip
tracing is the process of developing new phone, address, job or asset information on a customer, or verifying the accuracy of such
information.
Legal Recovery – Core Portfolios
An important component of our collections effort involves our legal recovery department and the judicial collection of
accounts of customers who we believe have the ability, but not the willingness, to resolve their obligations. There are some markets
in which the collection process follows a prescribed time-sensitive and sequential set of legal actions, but in the majority of instances
we use models and analysis and select those accounts reflecting a high propensity to pay in a legal environment. Depending on
the balance of the receivable and the applicable local collection laws, we determine whether to commence legal action to judicially
collect on the receivable. The legal process can take an extended period of time and can be costly, but it also generates net cash
collections that likely would not have been realized otherwise.
We use a combination of internal staff (attorney and support), as well as external attorneys, to pursue legal collections under
certain circumstances. Over the past several years we have focused on developing our internal legal collection capability. Throughout
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our markets, we have the capability to initiate lawsuits in amounts up to the jurisdictional limits of the respective courts. Our legal
recovery department, using external vendors, also collects claims where appropriate against estates in cases involving deceased
debtors having assets at the time of death. Our legal recovery department oversees our internal legal collections and coordinates
nationwide collections attorney networks which are responsible for the preparation and filing of judicial collection proceedings
in multiple jurisdictions, determining the suit criteria, and instituting wage garnishments to satisfy judgments. Our external law
firms usually work on a contingent fee basis.
Insolvency Operations
Insolvency Operations in the United States manages customer filings under the U.S. Bankruptcy Code on debtor accounts
derived from three sources; (1) our purchased pools of bankrupt accounts, (2) our Core purchased pools of charged-off accounts
that have filed for bankruptcy or insolvency protection after being acquired by us, and (3) our third-party servicing client
relationships. On PRA Group owned accounts, we file proofs of claim ("POCs") or claim transfers and actively manage these
accounts through the entire life cycle of the insolvency proceeding in order to substantiate our claims and ensure that we participate
in any distributions to creditors. On accounts managed under a third-party relationship, we work on either a full service contingency
fee basis or a menu style fee-for-service basis.
We developed our proprietary Bankruptcy Management System ("BMS") as a highly secured, access controlled platform
for providing bankruptcy notification services, filing POCs and claim transfers, managing documents, administering our case load,
posting and reconciling payments and providing customized reports. BMS is a robust system designed to manage claims processing
and case management in a high-volume, compliance-sensitive environment. The system is highly flexible and its capacity is easily
expanded. Daily processing volumes are managed to meet individual bar dates associated with each bankruptcy case and specific
client turnaround times. BMS and its underlying business rules were developed with emphasis first on minimizing risks through
strict compliance to the bankruptcy code and applicable laws, rules and regulation, and then on maximizing recoveries from
electronic claim filing and strategic case administration.
Each of our insolvency operations employees goes through an entry-level training program to familiarize them with BMS
and the bankruptcy process, including a general overview of how we interact with the courts, debtors' attorneys and trustees. We
also use a tiered process of cross training designed to familiarize advancing employees with a variety of operational assignments
and analytical tasks. For example, we utilize specially trained employees to perform advanced data matching and analytics for
clients, while others are tasked with resolving various case matters directly with attorneys and trustees.
Our global insolvency business operates under the name Insolvency Investment Services. Non-U.S. insolvency operations
involve relationships with third-party servicing organizations that are well established in their specific market. We closely monitor
and manage these relationships, which include regular audits to verify compliance with PRA Group requirements, as well as local
laws and regulations.
Fee-for-Service Businesses
Through our subsidiaries, we provide fee-based services, including vehicle location, skip tracing and collateral recovery
services for auto lenders, governments and law enforcement via PRA Location Services, LLC ("PLS"); revenue administration,
audit, and discovery/recovery services for government entities through PRA Government Services, LLC and MuniServices, LLC,
(collectively "PGS"); class action claims recovery services and related payment processing through Claims Compensation Bureau,
LLC ("CCB") and contingent collection of finance receivables through PRA Group Europe ("PRA Europe").
PLS, through call center operations, performs national skip tracing, asset location and collateral recovery services, principally
for auto finance companies, for a fee. In addition, PLS locates clients' inventories for a fee with a fleet of cars equipped with license
plate recognition cameras. The amount of fee earned is generally dependent on several different outcomes: whether the debtor was
found and a resolution on the account occurred, if the collateral was repossessed or if payment was made by the debtor to the debt
owner.
PGS primarily derives its revenue from servicing taxing authorities in several different ways, including processing their tax
payments and tax forms, collecting delinquent taxes, identifying taxes that are not being paid and auditing tax payments. The
processing and collection services are standard commission-based billings or fee-for-service transactions. When audits are
conducted, there are two components. The first is a charge for the hours incurred on conducting the audit, based on a contractual
billing rate. The gross billing amount based on the aforementioned billing rate is a component of the line item "Fee income" while
the salary expense is included in the line item "Compensation and employee services." The second item is for expenses incurred
while conducting the audit. Most jurisdictions will reimburse us for direct expenses incurred for the audit including such items as
travel and meals. The billed amounts are included in the line item "Fee income" and the expense component is included in its
appropriate expense category, generally, "Other operating expenses."
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CCB derives its revenue from filing anti-trust and securities class action claims on behalf of institutional investors, retailers,
manufacturers, and other businesses. CCB's process allows clients to maximize settlement recoveries, in many cases participating
in settlements they would otherwise not know existed. CCB charges fees for its services and works with clients to identify, prepare
and submit claims to class action administrators charged with disbursing class action settlement funds. In addition, we purchase
the rights to existing and future class action claims identified by CCB.
PRA Europe contributes to the fee-for-service business through its servicing of finance receivables on a contingent fee basis.
These receivables are owned by our clients and placed under a contingent fee commission arrangement. PRA Europe is paid to
collect funds from the client's debtors and earns a commission generally expressed as a percentage of the gross cash collections
amount. This portion of the "Fee income" line of our income statement reflects the contingent fee amount earned, and not the gross
collection amount.
Competition
We face competition in both of the markets we serve: receivables purchasing and collecting, and fee-for-service receivables
management. Purchased portfolio competition comes from both third-party contingent fee collection agencies and other purchasers
of debt that manage their own nonperforming loans or outsource such servicing. Fee-for-service competition comes from new and
existing providers of outsourced receivables management services. Many debt owners have become more cautious recently,
preferring to sell to experienced portfolio purchasers that maintain compliance with all applicable regulations. This trend effectively
constitutes significant barriers to successful entry for new competitors. While both markets remain competitive, the contingent
fee industry is more fragmented than the purchased portfolio industry.
We face bidding competition in our acquisition of nonperforming loans and in obtaining placements for our fee-for-service
businesses. We also compete on the basis of reputation, industry experience and performance. Among the positive factors which
we believe influence our ability to compete effectively in this market are our ability to bid on portfolios at appropriate prices, our
reputation from previous portfolio purchase transactions regarding our ability to close transactions in a timely fashion, our
relationships with grantors of receivables, our team of well-trained collectors who provide quality customer service while complying
with applicable collection laws, and our ability to efficiently and effectively collect on various asset types. Competitors that have
a substantially greater number of personnel; financial and other resources; greater adaptability to changing market needs; or more
established relationships in our industry than we currently have, could influence our ability to compete effectively.
Information Technology
The information and technology resources of PRA Group support our global businesses through compliant, secure and
customer-focused solutions. Continuous review and improvement of our platforms and services ensure that proprietary and third-
party solutions are aligned with a customer oriented business strategy.
Through collaboration with technology and industry leaders our information technology teams have developed a responsive
roadmap structured to meet the needs of the unique businesses that make up PRA Group.
Protecting customer information is a fundamental aspect of our application development and ongoing technology operations.
We employ security focused strategies in the development and delivery of systems supporting our global businesses.
Our Virginia headquarters has two separate telecommunication feeds, uninterruptible power supplies and natural gas and
diesel generators, all of which provide a level of redundancy should a power outage or interruption occur. We have generators
installed at each of our domestic call centers, as well as some of our subsidiary locations in the United States. The configuration
of our locally distributed call control systems provides enterprise-wide call and data distribution between our call centers for
efficient portfolio collection and business operations. In addition to data replication between the sites, backups of both software
and databases are performed on a daily basis. We employ rigorous physical and electronic security to protect our data. Our call
centers have restricted card key access and appropriate additional physical security measures. Electronic protections include data
encryption, firewalls and multi-level access controls.
As PRA Group continues to grow, our information and technology work will remain focused on the evaluation of partnerships,
products and services that provide quality, secure, scalable solutions to further position us as a global industry leader.
Employees
As of December 31, 2015, we employed 3,799 persons on a full-time basis in the Americas and Europe. We believe that our
relations with our employees are generally satisfactory. While none of our North American employees are represented by a union
or covered by a collective bargaining agreement, in Europe we work closely with a number of Works Councils, and in countries
where it is the customary local practice, such as Finland and Spain, we have collective bargaining agreements.
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Office of General Counsel
Our Office of General Counsel provides legal evaluation and guidance to all business units across the entire enterprise and
manages general corporate governance; litigation; insurance; corporate and commercial transactions; intellectual property; contract
and document preparation and review; compliance with federal securities laws and other applicable regulations and statutes;
business acquisitions; and dispute and complaint resolution. Our Office of General Counsel also partners with other risk management
functions such as Compliance and Corporate Audit Services.
Compliance
Our Code of Ethics is available at the Investor Relations page of our website at www.pragroup.com. We have implemented
company-wide compliance training for our employees and directors, ethics training and annual compliance testing. In addition,
we have established a confidential telephone hotline and email and web-based portals to report suspected policy violations, fraud,
embezzlement, deception in record keeping and reporting, accounting, auditing matters and other acts which are inappropriate,
criminal and/or unethical. Our Chief Compliance Officer is a direct report to the Chief Executive Officer ("CEO") and reports to
the Compliance Committee of the Board of Directors. Our compliance department regularly tests controls embedded in business
processes designed to provide for compliance with laws, regulations and internal policy. These practices of regular internal
monitoring and testing assist in identifying compliance risks and detecting and preventing deviations from policy. So that our
employees may carry out their job responsibilities in a compliant way, our Office of General Counsel continuously evaluates the
legislative and regulatory environment and provides our operations personnel and our training department with summaries and
updates on statutory and regulatory changes and relevant case law, so that they are aware of and in compliance with the laws and
judicial decisions that may impact their job duties. The Office of General Counsel also works with business units to pro-actively
adjust our practices as needed, and advises employees on compliance with the laws and regulations that govern the various industries
and markets within which the Company operates.
Regulation
We are subject to a variety of federal, state, local, and foreign statutes that establish specific guidelines and procedures which
debt collectors must follow when collecting customer accounts, including domestic and foreign laws relating to the collection,
use, retention, security and transfer of personal information. It is our policy to comply with the provisions of all applicable federal
laws and corresponding state and local statutes in all of our activities; however, these laws continue to develop and may be
inconsistent from jurisdiction to jurisdiction, and inconsistent in their interpretation. Our failure to comply with these laws could
have an adverse effect on us in the event and to the extent that they apply to some or all of our activities. Federal, state, local, and
foreign consumer protection, privacy and related laws and regulations extensively regulate the relationship between debt collectors
and debtors, and the relationship between customers and credit card issuers. Significant laws and regulations applicable to our
business include the following:
Fair Debt Collection Practices Act. The U.S. Fair Credit Debt Collection Practices Act ("FDCPA") imposes certain obligations
and restrictions on the practices of debt collectors, including specific restrictions regarding communications with customers,
including the time, place and manner of the communications. This act also gives consumers certain rights, including the right to
dispute the validity of their obligations and a right to sue debt collectors who fail to comply with its provisions, including the right
to recover their attorney fees.
Fair Credit Reporting Act. The U.S. Fair Credit Reporting Act ("FCRA") places certain requirements on credit information
providers regarding the verification of the accuracy of information provided to credit reporting agencies and investigating consumer
disputes concerning the accuracy of such information. We provide information concerning our accounts to the three major credit
reporting agencies, and it is our practice to correctly report this information and to investigate credit reporting disputes. The Fair
and Accurate Credit Transactions Act amended the Fair Credit Reporting Act to include additional duties applicable to data furnishers
with respect to information in the consumer's credit file that the consumer identifies as resulting from identity theft, and requires
that data furnishers have procedures in place to prevent such information from being furnished to credit reporting agencies.
Gramm-Leach-Bliley Act. The U.S. Gramm-Leach Bliley Act requires that certain financial institutions, including collection
agencies, develop policies to protect the privacy of consumers' private financial information and provide notices to consumers
advising them of their privacy policies. This act also requires that if private personal information concerning a consumer is shared
with another unrelated institution, the consumer must be given an opportunity to opt out of having such information shared. Since
we do not share consumer information with non-related entities, except as required by law, or except as needed to collect on
receivables, our consumers are not entitled to any opt-out rights under this act. This act is enforced by the U.S. Federal Trade
Commission (the "FTC"), which has retained exclusive jurisdiction over its enforcement, and does not afford a private cause of
action to consumers who may wish to pursue legal action against a financial institution for violations of this act.
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Electronic Funds Transfer Act. The U.S. Electronic Funds Transfer Act regulates the use of the Automated Clearing House
("ACH") system to make electronic funds transfers. All ACH transactions must comply with the rules of the National Automated
Check Clearing House Association ("NACHA") and Uniform Commercial Code §3-402. This act, the NACHA regulations and
the Uniform Commercial Code give the consumer, among other things, certain privacy rights with respect to electronic fund transfer
transactions, the right to stop payments on a pre-approved fund transfer, and the right to receive certain documentation of the
transaction. This act also gives consumers a right to sue institutions which cause financial damages as a result of their failure to
comply with its provisions.
Telephone Consumer Protection Act. In the process of collecting accounts, we use a variety of methods to communicate with
our customers. This U.S. act and similar state laws place certain restrictions on users of certain automated dialing equipment and
pre-recorded messages that place telephone calls to consumers.
Servicemembers Civil Relief Act. The Soldiers' and Sailors' Civil Relief Act of 1940 was amended in December 2003 as the
Servicemembers Civil Relief Act ("SCRA"). The SCRA gives U.S. military service personnel relief from credit obligations they
may have incurred prior to entering military service, and may also apply in certain circumstances to obligations and liabilities
incurred by a servicemember while serving on active duty. The SCRA prohibits creditors from taking specified actions to collect
the nonperforming loans of servicemembers. The SCRA impacts many different types of credit obligations, including installment
contracts and court proceedings, and tolls the statute of limitations during the time that the servicemember is engaged in active
military service. The SCRA also places a cap on interest bearing obligations of servicemembers to an amount not greater than 6%
per year, inclusive of all related charges and fees.
Health Insurance Portability and Accountability Act. The Health Insurance Portability and Accountability Act ("HIPAA")
provides standards to protect the confidentiality of patients' personal healthcare and financial information in the United States.
Pursuant to HIPAA, business associates of health care providers, such as agencies which collect healthcare receivables, must
comply with certain privacy and security standards established by HIPAA to ensure that the information provided will be safeguarded
from misuse. This act is enforced by the Department of Health and Human Services and does not afford a private cause of action
to consumers who may wish to pursue legal action against an institution for violations of this act.
U.S. Bankruptcy Code. In order to prevent any collection activity with bankrupt debtors by creditors and collection agencies,
the U.S. Bankruptcy Code provides for an automatic stay, which prohibits certain contacts with consumers after the filing of
bankruptcy petitions. The U.S. Bankruptcy Code also dictates what types of claims will or will not be allowed in a bankruptcy
proceeding and how such claims may be discharged.
Americans with Disabilities Act. The Americans with Disabilities Act ("ADA"), signed into law in 1990, mandates equal
treatment for people with disabilities in the United States. More specifically, the ADA requires that telecommunications companies
operating in the United States take steps to ensure functionally equivalent services are available for their consumers with disabilities,
and requires accommodation of consumers with disabilities, such as the implementation of telecommunications relay services.
Dodd-Frank Wall Street Reform and Consumer Protection Act. On July 21, 2010 the Dodd-Frank Wall Street Reform and
Consumer Protection Act (the "Dodd-Frank Act") became law, and along with it, the Unfair, Deceptive, or Abusive Acts or Practices
("UDAAP") provisions included therein. The Dodd-Frank Act restructured the regulation and supervision of the financial services
industry in the United States and created the CFPB, with rulemaking, supervisory, and enforcement authority over larger consumer
debt collectors. The Dodd-Frank Act also provides for the CFPB to have the authority to adopt rules describing specified acts and
practices as being "unfair," "deceptive," or "abusive," and hence unlawful. Additional prohibitions against unfair or deceptive acts
or practices are included in Sec. 5 of the Federal Trade Commission Act, under which the Federal Trade Commission is empowered,
among other things, to seek monetary redress and other relief for conduct considered injurious to consumers, prescribe rules
defining acts or practices that are unfair or deceptive and conduct investigations relating to business practices.
U.S. Foreign Corrupt Practices Act, United Kingdom Bribery Act and Other Applicable Legislation. Our operations outside
the United States are subject to the U.S. Foreign Corrupt Practices Act ("FCPA"), which prohibits United States companies and
their agents and employees from providing anything of value to a foreign official for the purposes of influencing any act or decision
of these individuals in order to obtain an unfair advantage, to help, obtain or retain business. Violations of these laws and related
rules and regulations can result in the imposition of significant civil and criminal fines, penalties and sanctions.
The U.S. Congress and several states have enacted legislation concerning identity theft. Additional domestic and foreign
consumer protection and privacy protection laws may be enacted relating to credit card or installment accounts.
Our United Kingdom subsidiaries are subject to regulatory oversight by the Financial Services Authority ("FSA") under the
Financial Services and Markets Act 2000. In April 2013, the FSA was split into a new Prudential Regulatory Authority and the
Financial Conduct Authority ("FCA"). In April 2014, the FCA took over regulation of the United Kingdom consumer credit regime
previously regulated by the Office of Fair Trading. We must also comply with the provisions of the Data Protection Act of 1998,
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authorization, notification and reporting requirements specific to our operations in the United Kingdom, and in Canada, the Personal
Information Protection and Electronic Documents Act.
Under the United Kingdom's consumer credit regime, the requirements for entering into, and ongoing management of,
consumer credit agreements are included in the Consumer Credit Act 1974 (and its related regulations), the Unfair Terms in
Consumer Contracts Regulations of 1999 and the FCA's consumer credit conduct of business rules. Failure to comply with the
Consumer Credit Act 1974 and the Unfair Terms in Consumer Contracts Regulations of 1999 can make agreements (or particular
unfair terms contained within agreements) unenforceable or can result in a requirement that charged and collected interest be
repaid. The failure to comply with the FCA's consumer credit conduct of business rules can result in enforcement action being
taken against us. In addition, a debt owner under a regulated consumer credit agreement who is a private person may have a right
of action against us where it has suffered a loss as a result of our failure to comply with such rules.
In addition to the regulations on debt collection and debt purchase activities, we must comply with requirements established
by the United Kingdom Data Protection Act of 1998 in relation to processing the personal data of its consumers and similar national
legislation in other European countries. Similarly, the European Union's (the "EU") Data Protection Directive regulates the
processing and free movement of personal data within the EU and transfer of such data outside the EU.
Various domestic and foreign legislative or regulatory bodies may enact new or additional laws and regulations, including
those concerning privacy, data-retention and data-protection issues. Any new laws, rules or regulations that may be adopted, as
well as existing consumer protection and privacy protection laws, may adversely affect our ability to recover the receivables. In
addition, our failure to comply with these requirements could result in damage awards, fines, criminal actions, sanctions, or penalties
against us, our officers or our employees, prohibitions on the conduct of our business, damage to our reputation and adverse effects
on our ability to enforce the receivables.
Additionally, there are some state statutes and regulations comparable to the above federal laws, and specific licensing
requirements which affect our operations. State laws may also limit credit account interest rates and fees, as well as limit the time
frame in which judicial and non-judicial actions may be undertaken.
Some of the following United States laws, which apply principally to credit grantors, may also affect our operations to some
extent:
• Truth in Lending Act;
•
Fair Credit Billing Act; and
• Equal Credit Opportunity Act.
United States federal laws which regulate credit grantors require, among other things, that credit card issuers disclose to
consumers the interest rates, fees, grace periods and balance calculation methods associated with their credit card accounts.
Consumers are entitled under current laws to have payments and credits applied to their accounts promptly, to receive prescribed
notices and to require billing errors to be resolved promptly. Some laws prohibit discriminatory practices in connection with the
extension of credit. Federal statutes further provide that, in some cases, consumers cannot be held liable for, or their liability is
limited with respect to, charges to the credit card account that were a result of an unauthorized use of the credit card. These laws,
among others, may give consumers a legal cause of action against us, or may limit our ability to recover amounts owing with
respect to the receivables, whether or not we committed any wrongful act or omission in connection with the account. If the credit
grantor fails to comply with applicable statutes, rules and regulations, it could create claims and rights for consumers that could
reduce or eliminate their obligations to repay the account and have a possible adverse effect on us. Accordingly, when we acquire
nonperforming loans, typically we contractually require credit grantors to indemnify us against any losses caused by their failure
to comply with applicable statutes, rules and regulations relating to the receivables before they are sold to us.
The U.S. Congress and several states have enacted legislation concerning identity theft. Additional consumer protection and
privacy protection laws may be enacted domestically or in foreign jurisdictions that would impose additional requirements on the
enforcement of and recovery on consumer credit card or installment accounts. As a purchaser of nonperforming loans, we may
acquire receivables subject to legitimate defenses on the part of the consumer. Typically our account purchase contracts allow us
to return to the debt owners certain receivables that may not be collectible, due to these and other circumstances. Upon return, the
debt owners are required to compensate us or replace the receivables with similar receivables or repurchase the receivables. These
provisions limit to some extent our losses on such accounts.
In addition to our obligation to comply with applicable federal, state and local laws and regulations in the jurisdictions in
which we operate, we are also obligated to comply with judicial decisions reached in court cases involving legislation passed by
any such governmental bodies. Specifically, in accordance with the CRD IV, the Swedish Banking and Financing Business Act
and the Supervision of Credit and Investment Institutions Act, certain of our EU subsidiaries are subject to capital adequacy and
liquidity requirements as prescribed by the Swedish Financial Supervisory Authority ("SFSA"). As part of our acquisition of Aktiv,
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the SFSA made an initial determination that these requirements would apply to our European business on a consolidated basis
because they are included in a group that includes an entity which has been determined to be an EU authorized credit institution
(AK Nordic AB). If the SFSA affirms this position, our European operations could be subject to SFSA's prudential supervision of
our consolidated regulatory capital requirements and certain other applicable provisions.
Item 1A. Risk Factors.
An investment in our Company involves risk, including the possibility that the value of the investment could fall substantially.
The following are risks that could materially affect our financial results and condition, and the value of, and return on, an investment
in our Company.
Risks related to our operations and industry
A prolonged economic recovery or deterioration in the economic or inflationary environment in North America or Europe may
have an adverse effect on our results of operations.
Our performance may be affected by economic or inflationary conditions in any market in which we operate. Economic
conditions may be impacted by domestic conditions or by global political and economic conditions such as the sovereign debt
crises experienced in several European countries and the uncertainty on the future of the European Union. Deterioration in economic
conditions, a prolonged economic recovery, or a significant rise in inflation could cause personal bankruptcy and insolvency filings
to increase, and the ability of consumers to pay their debts could be adversely affected. This may in turn adversely impact our
financial results. Deteriorating economic conditions or a prolonged recovery could also adversely impact the businesses and
governmental entities to which we provide fee-based services, which could reduce our fee income and cash flow.
If global credit market conditions and the stability of global banks deteriorate, it could negatively impact the generation of
comprehensive receivable buying opportunities and our business, financial performance, and ability to succeed in foreign markets
could be adversely affected. If conditions in major credit markets deteriorate, the amount of consumer or commercial lending and
financing could be reduced, thus decreasing the amount of potentially purchasable defaulted receivables which we depend on for
our operations.
Other factors associated with the economy that could influence our performance include the financial stability of the lenders
on our line of credit and our access to capital and credit. The financial turmoil which affected the banking system and financial
markets in recent years resulted in a tightening in the credit markets. There could be a number of follow-on effects from the financial
turmoil on our business, including a decrease in the value of our financial investments and the insolvency of lending institutions,
including the lenders on our line of credit, resulting in our difficulty in or inability to obtain credit. These and other economic
factors could have an adverse effect on our financial condition and results of operations.
We may not be able to continually replace our defaulted receivables with additional receivables portfolios sufficient to operate
efficiently and profitably, and/or we may not be able to purchase defaulted receivables at appropriate prices.
To operate profitably, we must acquire and service a sufficient amount of defaulted receivables to generate revenue that
exceeds our expenses. Fixed costs such as salaries and other compensation expense constitute a significant portion of our overhead
and, if we do not replace the defaulted receivables portfolios we service with additional portfolios, we may have to reduce the
number of our collection personnel. We would then have to rehire collection staff if we subsequently obtain additional defaulted
receivables portfolios. These practices could lead to:
•
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•
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low employee morale;
fewer experienced employees;
higher training costs;
disruptions in our operations;
loss of efficiency; and
excess costs associated with unused space in our facilities.
The availability of receivables portfolios at prices which generate an appropriate return on our investment depends on a
number of factors both within and outside of our control, including the following:
•
•
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the continuation of high levels of consumer debt obligations;
sales of defaulted receivables portfolios by debt owners; and
competitive factors affecting potential purchasers and credit grantors of receivables.
Furthermore, heightened regulation of the credit card and consumer lending industry or changing credit origination strategies
may result in decreased availability of credit to consumers, potentially leading to a future reduction in defaulted consumer
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receivables available for purchase from debt owners. We cannot predict how our ability to identify and purchase receivables and
the quality of those receivables would be affected if there were a shift in consumer lending practices, whether caused by changes
in the regulations or accounting practices applicable to debt owners, a sustained economic downturn or otherwise.
Moreover, there can be no assurance that debt owners will continue to sell their defaulted receivables at recent levels or at
all, or that we will be able to continue to offer competitive bids for defaulted receivables portfolios. Because of the length of time
involved in collecting defaulted receivables on acquired portfolios and the variability in the timing of our collections, we may not
be able to identify trends and make changes in our purchasing strategies in a timely manner. If we are unable to expand our business
or adapt to changing market needs as well as our current or future competitors, we may experience reduced access to defaulted
receivables portfolios at appropriate prices and reduced profitability.
Currently, a number of large banks that historically sold defaulted consumer debt in the United States are out of the debt sale
market. This includes sellers of bankrupt accounts, some of whom feel that regulatory guidance concerning sales of bankruptcy
accounts has been ambiguous. Should these conditions worsen, it could negatively impact our ability to replace our receivables
with additional portfolios sufficient to operate profitably.
We utilize third-party vendors for many services, including the judicial collection of certain accounts. Should they fail to adhere
to regulatory requirements, it could negatively impact our business.
We depend on third-party vendors for a wide array of services, systems and applications, including the collection of accounts
through the legal channel. If one of our vendors fails to adhere to applicable regulatory requirements, their failure could negatively
impact our business and could subject us to litigation and regulatory risk. Management implemented a formal vendor management
governance program in 2014 which outlines certain processes intended to mitigate risks involved with third-party vendors. These
processes include but are not limited to due diligence and risk assessment for material vendors; specific contractual requirements,
ongoing oversight of our vendors and vendor performance reporting. Some of our service providers are subject to the CFPB's
supervisory and enforcement authority, which includes on-site examination of their operations and the CFPB's authority to make
findings of unfair, deceptive or abusive acts or practices. Violations of federal consumer financial protection laws by our service
providers could result in our legal responsibility for their actions.
A portion of our collections depends on success in individual lawsuits. Additionally, in pursuing legal collections, we may be
unable to obtain accurate and authentic account documents for accounts that we purchase, and despite our quality control measures,
we cannot be certain that all of the documents we provide are error free.
A portion of our collections on accounts is achieved through the legal channel. Accordingly, a percentage of our future
collections is dependent on success in individual lawsuits, and a portion of those are dependent on the success of third-party
attorney firms. In addition, when we collect accounts judicially, certain legal and regulatory requirements, as well as courts in
certain jurisdictions require that a copy of certain account documents be attached to the pleadings in order to obtain a judgment
against the account debtors. If we are unable to produce accurate and authentic account documents, these courts will deny our
claims. We rely on the debt owners that we purchase from to fulfill their contractual obligations, and if applicable, to provide
account documents to us in an accurate and timely fashion. Our inability to obtain these documents from the debt owners may
negatively impact the liquidation rate on such accounts that are subject to judicial collections. Additionally, our ability to collect
non-judicially may be negatively impacted by orders, laws or regulations which require that certain types of account documentation
be in our possession prior to the institution of any collection activities.
We may not be able to collect sufficient amounts on our defaulted receivables to fund our operations.
Our principal business consists of acquiring and liquidating receivables that consumers have failed to pay and that the credit
grantor has deemed uncollectible and has charged-off. The debt owners have typically made numerous attempts to recover on their
defaulted receivables, often using a combination of in-house recovery efforts and third-party collection agencies. These defaulted
receivables are difficult to collect and we may not collect a sufficient amount to cover our investment and the costs of running our
business.
We may not be successful at acquiring and collecting receivables of new asset types.
We may pursue the acquisition of receivables portfolios of new asset types, and in countries in which we have little current
experience. We may not be successful in completing acquisitions of receivables of these asset types or in these countries, and our
limited experience in these asset types and in these countries may impair our ability to collect on these receivables. This may cause
us to pay too much for these receivables and, consequently, we may not generate a profit from these receivables portfolio acquisitions.
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Our collections may decrease if certain types of insolvency proceedings and bankruptcy filings involving liquidations increase.
Various economic trends and potential changes to existing legislation may contribute to an increase in the amount of personal
bankruptcy and insolvency filings. Under certain of these filings a debtor's assets may be sold to repay creditors, but because most
of the receivables we collect through our collections operations are unsecured, we typically would not be able to collect on those
receivables. Although our insolvency collections business could benefit from an increase in personal bankruptcies and insolvencies,
we cannot ensure that our operations collections business would not decline with an increase in personal insolvencies or bankruptcy
filings or changes in related regulations or practices. If our actual collection experience with respect to a defaulted or insolvent
bankrupt consumer receivables portfolio is significantly lower than the total amount we projected when we purchased the portfolio,
our financial condition and results of operations could be adversely impacted.
Increases in insurance costs or limitations in insurance coverage may adversely impact our operations and financial results.
We purchase insurance to cover potential risks and liabilities, including, but not limited to, property and casualty insurance,
cyber risk insurance, general liability insurance, directors' and officers' insurance and errors and omissions liability insurance. The
premiums that we pay for our insurance coverage may increase significantly, thereby increasing our costs. Also, our insurance
does not cover all potential losses, costs or liabilities that we may incur; the successful assertion of one or more large claims against
us could exceed available insurance coverage; and some policies may carry high deductibles, limits on liability or exclusions,
causing us to self-insure a portion of our liabilities. Additionally, our insurance carriers may in the future decline to provide
insurance coverage to us. If we do not have sufficient insurance to cover the full amount of claims against us and we are found
liable for a substantial uninsured claim, we could suffer losses and may be forced to expend a significant amount to resolve any
uninsurable or uninsured risks.
Our international operations expose us to risks which could harm our business, operating results, and financial condition.
A significant portion of our operations is conducted outside the United States. This could expose us to increased adverse
economic and industry conditions which may have a negative impact on our ability to manage our existing operations or pursue
alternative strategic transactions, which could have a negative effect on our business, results of operations and financial condition.
The global nature of our acquisitions expands the risks and uncertainties described elsewhere in this section, including the
following:
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•
•
•
•
•
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•
•
•
changes in local political, economic, social and labor conditions in the markets in which we operate, including Europe,
Brazil and Canada;
foreign exchange controls on currency conversion and the transfer of funds that might prevent us from repatriating cash
earned in countries outside the United States in a tax-efficient manner;
currency exchange rate fluctuations, currency restructurings, and hyperinflation or deflation, and our ability to manage
these fluctuations through a foreign exchange risk management program;
different employee/employer relationships, laws and regulations and existence of employment tribunals;
laws and regulations imposed by foreign governments, including those relating to governing data security, sharing and
transfer;
potentially adverse tax consequences resulting from changes in tax laws in the foreign jurisdictions in which we operate;
logistical, communications and other challenges caused by distance and cultural and language differences, each making
it harder to do business in certain jurisdictions;
risks related to crimes, strikes, riots, civil disturbances, terrorist attacks, wars and natural disasters in a variety of new
geographical locations;
volatility of global credit markets and the availability of consumer credit and financing in our international markets
uncertainty as to the enforceability of contract and intellectual property rights under local laws;
the potential of forced nationalization of certain industries, or the impact on creditors' rights, consumer disposable income
levels, flexibility and availability of consumer credit, and the ability to enforce and collect aged or charged-off debts
stemming from foreign governmental actions, whether through austerity or stimulus measures or initiative, intended to
control or influence macroeconomic factors such as wages, unemployment, national output or consumption, inflation,
investment, credit, finance, taxation or other economic drivers;
rapid changes in government policy, political or civil unrest, acts of terrorism, or threat of international boycotts or United
States anti-boycott legislation;
increases in anti-American sentiment and the identification of international acquisitions with American sentiments;
the presence of varying levels of business corruption in international markets and the effect of various anti-corruption
and other laws on our foreign operations;
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•
•
•
given our high employee turnover rates, changing labor conditions and long-term trends towards higher wages in developed
and emerging international markets as well as the potential impact of union organizing efforts on day-to-day operations
and our ability to staff our international operations;
potential damage to our reputation due to non-compliance with foreign and local laws; and
the complexity and necessity of using non-U.S. representatives and consultants.
Any one of these factors could adversely affect our business, results of operations and financial condition.
Exchange rate fluctuations could adversely affect our results of operations and financial position.
We operate internationally, enter into transactions denominated in foreign currencies, and report our financial results in U.S.
dollars. As a result, we face exposure to fluctuations in currency exchange rates. Significant fluctuations in exchange rates between
the U.S. dollar and foreign currencies or amongst the foreign currencies may adversely affect our net income. We may or may not
implement a hedging program related to currency exchange rate fluctuations. Additionally, if implemented, such hedging programs
could expose us to additional risks that could adversely affect our results of operations and financial condition.
Goodwill or other intangible asset impairment could negatively impact our net income and stockholders' equity.
We have recorded a significant amount of goodwill as a result of our acquisitions. Goodwill is not amortized, but is tested
for impairment at the reporting unit level. Goodwill is required to be tested for impairment annually and between annual tests if
events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
There are numerous risks that may cause the fair value of a reporting unit to fall below its carrying amount, which could lead to
the recognition of goodwill impairment. These risks include, but are not limited to, adverse changes in macroeconomic conditions,
the business climate, or the market for the entity's products or services; significant variances between actual and expected financial
results; negative or declining cash flows; lowered expectations of future results; failure to realize anticipated synergies from
acquisitions; significant expense increases; a more likely-than-not expectation of selling or disposing all or a portion of a reporting
unit; the loss of key personnel; an adverse action or assessment by a regulator; and a sustained decrease in the Company's share
price.
Our goodwill impairment testing involves the use of estimates and the exercise of judgment, including judgments regarding
expected future business performance and market conditions. Significant changes in our assessment of such factors, including the
deterioration of market conditions, could affect our assessment of the fair value of one or more of our reporting units and could
result in a goodwill impairment charge in a future period.
Other intangible assets, such as client and customer relationships, non-compete agreements and trademarks, are amortized.
Risks such as those that could lead to the recognition of goodwill impairment, could also lead to the recognition of other intangible
asset impairment.
Our senior management team is important to our continued success and the loss of one or more members of senior management
could negatively affect our operations.
The loss of the services of one or more of our key executive officers or key employees could disrupt our operations. We
have employment agreements with our CEO and several of our other senior executives. The current agreements contain non-
compete provisions that survive termination of employment. However, these agreements do not and will not assure the continued
services of these officers and we cannot ensure that the non-compete provisions will be enforceable. Our success depends on the
continued service and performance of our key executive officers, and we cannot guarantee that we will be able to retain those
individuals.
Our U.S. work force could become unionized in the future, which could adversely affect the stability of our operations and increase
our costs.
Currently, none of our employees in the United States are represented by unions. However, our U.S. employees have the
right at any time under the National Labor Relations Act to form or affiliate with a union. If some of our U.S. workforce were to
become unionized and the terms of the collective bargaining agreement were significantly different from our current compensation
arrangements, it could adversely affect the stability of our work force and increase our costs.
Additional tax obligations, results of tax audits, or unanticipated changes in our effective tax rate could harm our financial results.
We are subject to taxes in the markets in which we operate. Our future effective tax rates could be affected by changes in
the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or
changes in tax laws or their interpretation. Recent proposals by the current U.S. administration for fundamental U.S. international
tax reform, including without limitation provisions that would limit the ability of U.S. multinationals to defer U.S. taxes on foreign
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income, if enacted, could have a significant adverse impact on our effective tax rate. Any of these changes could have an adverse
effect on our profitability. The determination of the worldwide provision for income taxes and other tax liabilities requires significant
judgment. Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in
our financial statements and may adversely affect our financial results in the period or periods for which such determination is
made.
Our tax filings are subject to audit by domestic and foreign tax authorities. These audits may result in assessments of additional
taxes, adjustments to the timing of taxable income or deductions or allocations of income among tax jurisdictions. If any such
challenges are made and are not resolved in our favor, they could have an adverse effect on our results of operations and financial
condition.
For tax purposes, we utilize the cost recovery method of accounting for our finance receivables. Under the cost recovery
method, collections on finance receivables are applied first to principal to reduce the finance receivables to zero before taxable
income is recognized. The Internal Revenue Service ("IRS") examined our 2005 through 2012 tax returns and asserted that tax
revenue recognition using the cost recovery method does not clearly reflect taxable income. We believe we have sufficient support
for the technical merits of our position, and believe cost recovery to be an acceptable tax revenue recognition method for our
industry. We received Notices of Deficiency for tax years ended December 31, 2005 through 2012. The proposed deficiencies
relate to the cost recovery method of tax accounting for finance receivables. In response to the notices, we filed petitions in the
United States Tax Court (the "Tax Court") challenging the deficiency. On July 10, 2015 and July 21, 2015, the IRS filed motions
for summary judgment for tax years 2008 through 2012 and 2005 through 2007, respectively. On October 30, 2015, the Tax Court
held oral arguments on the IRS motions. On November 12, 2015, the IRS Motions for Summary Judgment were denied. The Tax
Court also set this matter for trial, to begin on September 19, 2016. If we are unsuccessful in the Tax Court and any potential
appeals, we may ultimately be required to pay the related deferred taxes, and possibly interest and penalties. Any adverse
determination on this matter could result in our amending state tax returns for prior years, increasing our taxable income in those
states. We file tax returns in multiple state jurisdictions; therefore, any underpayment of state tax will accrue interest in accordance
with the respective state statute. Deferred tax liabilities related to this item were $251.7 million at December 31, 2015. Any adverse
determination on this matter could result in our amending state tax returns for prior years, increasing our taxable income in those
states. Our estimate of the potential federal and state interest is $91.0 million as of December 31, 2015. See Note 15 to the
Consolidated Financial Statements "Commitments and Contingencies" as included in this Annual Report on Form 10-K for the
year ended December 31, 2015 for more information.
For financial reporting purposes, we utilize the interest method of revenue recognition for determining our income recognized on
finance receivables, which is based on an analysis of projected cash flows that may prove to be less than anticipated and could
lead to reductions in future revenues or the incurrence of allowance charges.
We utilize the interest method to determine income recognized on finance receivables under the guidance of Financial
Accounting Standards Board ("FASB") Accounting Standards Codification 310-30, "Loans and Debt Securities Acquired with
Deteriorated Credit Quality" ("ASC 310-30"). Under this method, pools of receivables we acquire are modeled upon their projected
cash flows. A yield is then established which, when applied to the unamortized purchase price of the receivables, results in the
recognition of income at a constant yield relative to the remaining balance in the pool. Each pool is analyzed regularly to assess
the actual performance compared to that derived from our models. Under ASC 310-30, rather than lowering the estimated yield
if the collection estimates are not received or projected to be received, the carrying value of a pool would be written down to
maintain the then current yield and is shown as a reduction in revenue in the consolidated income statements with a corresponding
valuation allowance offsetting finance receivables, net, on the consolidated balance sheets. As a result, if the accuracy of the
modeling process deteriorates or there is a significant decline in anticipated future cash flows, we could incur reductions in future
revenues resulting from additional allowance charges, which could reduce our profitability in a given period.
Our loss contingency accruals may not be adequate to cover actual losses.
We are involved in judicial, regulatory, and arbitration proceedings or investigations concerning matters arising from our
business activities. We have adopted reasonable compliance procedures and believe we have meritorious defenses in all material
litigation pending against us; however, there can be no assurance as to the ultimate outcome. We establish accruals for potential
liability arising from legal proceedings when it is probable that such liability has been incurred and the amount of the loss can be
reasonably estimated. We may still incur legal costs for a matter even if we have not accrued a liability. In addition, actual losses
may be higher than the amount accrued for a certain matter, or in the aggregate. An unfavorable resolution of a legal proceeding
or claim could adversely impact our financial condition, results of operations, or cash flows. For more information, refer to the
"Litigation and Regulatory Matters" section of Note 15 to the Consolidated Financial Statements "Commitments and Contingencies"
as included in this Annual Report on Form 10-K for the year ended December 31, 2015.
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Class action suits and other litigation could divert our management's attention from operating our business and increase our
expenses.
Grantors, debt purchasers and third-party collection agencies and attorneys in the consumer credit industry are frequently
subject to putative class action lawsuits and other litigation. Claims include failure to comply with applicable laws and regulations
and improper or deceptive origination and servicing practices. Even when the basis for the litigation is groundless, considerable
resources may be needed to respond, and such class action lawsuits or other litigation could adversely affect our results of operations,
financial condition and cash flows.
Adverse litigation outcomes could have an adverse effect on our results of operations, cash flows and financial position.
It is likely that legal actions, proceedings and other claims arising out of the collection of nonperforming loans will continue
to be filed against us and our debt collection affiliates for the foreseeable future. Victories by plaintiffs in highly publicized cases
against us or other debt collection companies may stimulate further claims. A material increase in the number of pending claims
could significantly increase our defense costs. In addition, adverse outcomes in pending cases could have adverse effects on our
results of operations, financial condition and cash flows, and our ability to prevail in other related litigation. For more information,
refer to the "Legal Proceedings" section below.
We rely on our systems, including our telecommunications and computers systems, our employees, significant vendors, and certain
failures or disruptions could adversely affect the continuity of our business operations.
We may be subject to disruptions of our operating systems arising from events that are not entirely within our control. Those
events may include, for example, terrorist attacks, war and the outcome of war and threats of attacks; computer viruses; electrical
or telecommunications outages; natural disasters; computer hacking attacks; malicious employee acts; other intentional destructive
human acts; loss or disruption of significant vendors; and disease pandemics. We could be subject to both private and public legal
actions if consumer information stored in our systems is lost or misappropriated, as we are subject to extensive laws and regulations
concerning the use and safeguarding of this information. Any or all of these occurrences could have an adverse effect on our results
of operations and financial condition.
Additionally, our success depends in large part on sophisticated telecommunications and computer systems. The temporary
or permanent loss of our computer and telecommunications equipment and software systems, through casualty or operating
malfunction, could disrupt our operations. In the normal course of our business, we must record and process significant amounts
of data quickly and accurately to access, maintain and expand the databases we use for our collection activities. A failure of our
information systems or software and our backup systems would interrupt our business operations and harm our business. Our
headquarters are located in a region that is susceptible to hurricane damage, which may increase the risk of disruption of information
systems and telephone service for sustained periods.
Further, our business depends heavily on services provided by various local and long distance telephone companies. A
significant increase in telephone service costs or any significant interruption in telephone services could reduce our profitability
or disrupt our operations and harm our business.
The occurrence of cyber incidents, or a deficiency in our cyber-security, could negatively impact our business by causing a
disruption in our operations, a compromise or corruption of our confidential information or damage to our Company's image, all
of which could negatively impact our financial results.
A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our
information resources. More specifically, a cyber incident is an intentional or unintentional event that can include gaining
unauthorized access to systems to disrupt operations, corrupt data or steal confidential information. Our business is highly dependent
on our ability to process and monitor a large number of transactions across markets and in multiple currencies. As our geographical
reach expands, maintaining the security of our systems and infrastructure becomes more significant. Privacy laws in the United
States, Europe and elsewhere govern the collection and transmission of personal data. As our reliance on technology has increased,
so have the risks posed to our systems, both internal and those we have outsourced. Our three primary risks that could directly
result from the occurrence of a cyber incident are operational interruption, damage to our image, and private data exposure. Private
data may include customer information, our employees' personally identifiable information, or proprietary business information
such as underwriting and collections methodologies. We have implemented solutions, processes, and procedures to help mitigate
these risks, but these measures, as well as our organization's increased awareness of our risk of a cyber incident do not guarantee
that our financial results will not be negatively impacted by such an incident. Should such a cyber incident occur, we may be
required to expend significant additional resources to notify affected consumers, modify our protective measures or to investigate
and remediate vulnerabilities or other exposures, and we may be subject to fines, penalties, litigation costs and settlements and
financial losses that may not be fully covered by our cyber insurance.
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We serve markets that are highly competitive, and we may be unable to compete with businesses that may have greater resources
than us.
We face competition in the markets we serve from new and existing providers of outsourced receivables management services,
including other purchasers of defaulted receivables portfolios, contingent fee businesses and debt owners that manage their own
defaulted receivables rather than outsourcing them.
We face bidding competition in our acquisition of defaulted receivables and in our placement of fee based receivables, and
we also compete on the basis of reputation, industry experience and performance. Some of our current competitors and possible
new competitors may have greater financial, personnel and other resources, and greater adaptability to changing market needs.
There has been substantial activity in mergers and consolidation of companies in our industry, and efforts by our competitors to
gain market share have resulted in significant portfolio pricing pressure. Moreover, our competitors may elect to pay prices that
we determine are not reasonable and, in that event, our volume of purchases may be diminished.
We may make business acquisitions that prove unsuccessful or strain or divert our resources.
Through acquisitions, we may enter markets in which we have no or limited experience. Further, acquisitions may place
additional constraints on our resources by diverting the attention of our management team from other business concerns. Moreover,
any acquisition may result in a potentially dilutive issuance of equity securities or may result in the incurrence of additional debt
and amortization expenses of related intangible assets, which could reduce our profitability and harm our business.
We intend to consider additional acquisitions of companies that could complement our business, including the acquisition
of entities offering greater access and expertise in other asset types and markets that are related but that we do not currently serve.
We may not be able to successfully operate future acquired entities, or integrate these businesses with our own, and we may be
unable to maintain our standards, controls and policies.
We may not be able to maintain and manage our growth effectively.
Our strategy is to grow organically and supplement that growth with select acquisitions. We have grown significantly since
our formation and we intend to maintain this focus. Our growth places additional demands on our resources and we cannot ensure
that we will be able to manage our growth effectively. In order to successfully manage our growth, we may need to:
•
•
•
expand and enhance our administrative infrastructure;
continue to improve our management, financial and information systems and controls; and
recruit, train, manage and retain our employees effectively.
Continued growth could place a strain on our management, operations and financial resources. We cannot ensure that our
infrastructure, facilities and personnel will be adequate to support our future operations or to effectively adapt to future growth.
If we cannot manage our growth effectively, our results of operations may be adversely affected.
Negative publicity or reputational attacks could damage our reputation and our business.
From time to time there are negative news stories about our industry or company, especially with respect to alleged conduct
in collecting debt from customers. Internet sites are maintained where consumers can list their concerns about the activities of
debt collectors and seek guidance from other website posters on how to handle the situation. Advertisements by debt relief attorneys
and credit counseling centers are becoming more common, adding to the negative attention given to our industry. Negative public
opinion about our alleged or actual debt collection practices or about the debt collection industry, including those expressed via
television, newspapers, radio, or social media such as blogs, websites or newsletters, regardless of the factual accuracy of the
assertions, could adversely impact our stock price and our ability to retain and attract customers and employees and customers
may be more reluctant to pay their debts and more likely to pursue legal action against us regardless of whether those actions are
warranted. Furthermore, such negative publicity could result in financial institutions reducing or eliminating sales of portfolios to
us which would harm our business and negatively impact our financial results.
The sudden collapse of one of the financial institutions in which we are depositors could negatively affect our financial results.
We maintain depository accounts with financial institutions in the Americas and Europe for daily cash flow needs. If one of
the financial institutions in which we have significant deposits were to collapse suddenly, we could potentially be unable to retrieve
our deposits and therefore incur significant losses relating to the lost deposits in excess of the insured amounts. This could have
an adverse effect on our financial results. The International Association of Deposit Insurers, a non-profit organization based in
Switzerland, provides guidance for deposit insurance which is provided either publicly or privately by each country in which we
hold deposit accounts.
24
Risks associated with governmental regulation and laws
Our ability to collect and enforce our finance receivables may be limited under federal, state and foreign laws, regulations and
policies.
The businesses conducted by our operating subsidiaries are subject to licensing and regulation by governmental and regulatory
bodies in the many jurisdictions in which we operate and conduct our business. Federal and state laws and the laws and regulations
of the foreign countries in which we operate may limit our ability to collect and enforce our defaulted consumer receivables
regardless of any act or omission on our part. Some laws and regulations applicable to credit issuers may preclude us from collecting
on defaulted consumer receivables we purchase if the credit issuer previously failed to comply with applicable laws in generating
or servicing those receivables. Collection laws and regulations also directly apply to our business. Such laws and regulations are
extensive and subject to change. A variety of federal, state and international laws and regulations govern the collection, use,
retention, transmission, sharing and security of consumer data. Additional consumer protection and privacy protection laws may
be enacted that would impose additional requirements on the enforcement of and collection on consumer credit receivables,
including regulations that are expected to be adopted by the CFPB, and any other laws that U.S. and non-U.S. governments are
implementing or considering concerning the regulation and supervision of financial institutions and consumer lending. Any new
laws, rules or regulations that may be adopted, as well as existing consumer protection and privacy protection laws, changes in
the ways that existing rules or laws are interpreted or enforced and any procedures that may be implemented as a result of regulatory
consent orders may adversely affect our ability to collect on our receivables and may harm our business. In addition to the oversight
of our industry by the CFPB noted below, other federal, state and local governmental bodies are also considering, and may consider
in the future, legislative proposals that would regulate the collection of our receivables. Further, certain tax laws could negatively
impact our ability to collect or cause us to incur additional expenses. Although we cannot predict if or how any future legislation
would impact our business, our failure to comply with any current or future laws or regulations applicable to us could limit our
ability to collect on our receivables, which could reduce our profitability and harm our business.
Our ability to collect on portfolios of bankrupt or insolvent consumer receivables may be impacted by changes in, or interpretations
of, laws or changes in the administrative practices of the various courts.
We file claims on consumer receivables in which consumers have filed for insolvency or bankruptcy protection under relevant
laws. We receive payments from courts, receivers and liquidators on receivables which became bankrupt after we acquired them,
and we also purchase accounts that are currently in bankruptcy or insolvency proceedings. Our ability to collect on portfolios of
bankrupt or insolvent receivables may be impacted by changes in, or interpretations of, laws or changes in administrative practices
of the various courts.
Failure to comply with existing and new government regulation of the collections industry could result in penalties, fines, litigation,
damage to our reputation or the suspension or termination of our ability to conduct our business.
The collections industry throughout the markets in which we operate is governed by various laws and regulations, many of
which require us to be a licensed debt collector. Our industry is also at times investigated by regulators and offices of state attorneys
general, and subpoenas and other requests or demands for information may be issued by governmental authorities who are
investigating debt collection activities. These investigations may result in enforcement actions, fines and penalties, or the assertion
of private claims and lawsuits. For instance, in the United States the FTC has the authority to investigate consumer complaints
against debt collection companies and to recommend enforcement actions and seek monetary penalties. In the United Kingdom
our operations are subject to regulation and supervision by the Prudential Regulation Authority. As discussed below, our U.S. debt
collection activities are also subject to supervision and enforcement action by the CFPB. Refer to "Compliance with complex and
evolving foreign and United States laws and regulations that apply to our international operations, which have expanded as a result
of our foreign acquisitions, could increase our cost of doing business in international jurisdictions." If any such investigations
result in findings that we or our vendors have failed to comply with applicable laws and regulations, we could be subject to penalties,
litigation losses and expenses, damage to our reputation, or the suspension or termination of, or required modification to, our ability
to conduct collections, which would adversely affect our financial results and condition. In addition, new laws or regulations or
changes in the ways that existing rules or laws are interpreted or enforced could limit our activities in the future or significantly
increase the cost of compliance. Furthermore, judges or regulatory bodies could interpret current rules or laws differently than the
way we do, leading to such adverse consequences described above.
In a number of jurisdictions, we must maintain licenses to perform debt recovery services and must satisfy related bonding
requirements. It is our policy to comply with all applicable licensing and bonding requirements. Our failure to comply with existing
licensing requirements, changing interpretations of existing requirements, or adoption of new licensing requirements, could restrict
our ability to collect in regions, subject us to increased regulation, increase our costs, or adversely affect our ability to collect our
receivables.
25
Some laws, among other things, also may limit the interest rate and the fees that a credit grantor may impose on our consumers,
limit the time in which we may file legal actions to enforce consumer accounts, and require specific account information for certain
collection activities. In addition, local requirements and court rulings in various jurisdictions also may affect our ability to collect.
Moreover, the relationship between consumers and credit card issuers is extensively regulated by consumer protection and
related laws and regulations. These laws may affect some of our operations because the majority of our receivables originate
through credit card transactions. If the originating institution fails to comply with applicable statutes, rules, and regulations, it
could create claims and rights for the consumers that could reduce or eliminate their obligations related to those receivables. When
we acquire receivables, we generally require the credit grantor or portfolio reseller to represent that they have complied with
applicable statutes, rules and regulations relating to the origination and collection of the receivables before they were sold to us.
Regulations and statutes applicable to our industry further provide that, in some cases, consumers cannot be held liable for,
or their liability may be limited with respect to, charges to their debt or credit card accounts that resulted from unauthorized use
of their credit. These laws, among others, may limit our ability to recover amounts owing with respect to the receivables, whether
or not we committed any wrongful act or omission in connection with the account. If we fail to comply with applicable laws and
regulations, such failure could result in penalties, litigation losses and expenses, damage to our reputation, or otherwise impact
our ability to conduct collections efforts, which could adversely affect our financial results and condition.
Investigations or enforcement actions by governmental authorities may result in changes to our business practices; negatively
impact our receivables portfolio purchasing volume; make collection of receivables more difficult or expose us to the risk of fines,
penalties, restitution payments and litigation.
Our business practices are subject to review from time to time by various governmental authorities and regulators, including
the CFPB, who may commence investigations or enforcement actions or reviews targeted at businesses in the financial services
industry. These reviews may involve governmental authority consideration of individual consumer complaints, or could involve
a broader review of our debt collection policies and practices. Such investigations could lead to assertions by governmental
authorities that we are not complying with applicable laws or regulations. In such circumstances, authorities may request or seek
to impose a range of remedies that could involve potential compensatory or punitive damage claims, fines, restitution payments,
sanctions or injunctive relief, that if agreed to or granted, could require us to make payments or incur other expenditures that could
have an adverse effect on our financial position. Government authorities could also request or seek to require us to cease certain
of our practices or institute new practices. We may also elect to change practices that we believe are compliant with applicable
law and regulations in order to respond to the concerns of governmental authorities. In addition, we may become required to make
changes to our internal policies and procedures in order to comply with new statutory and regulatory requirements under the Dodd-
Frank Act or other applicable laws. Such changes in practices or procedures could negatively impact our results of operations.
Negative publicity relating to investigations or proceedings brought by governmental authorities could have an adverse impact on
our reputation, could harm our ability to conduct business with industry participants, and could result in financial institutions
reducing or eliminating sales of receivables portfolios to us which would harm our business and negatively impact our financial
results. Moreover, changing or modifying our internal policies or procedures, responding to governmental inquiries and
investigations and defending lawsuits or other proceedings could require significant efforts on the part of management and result
in increased costs to our business. In addition, such efforts could divert management's full attention from our business operations.
All of these factors could have an adverse effect on our business, results of operations, and financial condition.
The CFPB has issued civil investigative demands to many companies that it regulates, and is currently examining practices
regarding the collection of consumer debt. We responded to such an investigation regarding our debt collection practices and
provided documents and data to the CFPB. In addition to providing the CFPB with the data and documents requested, we engaged
in discussions, including a number of face-to-face meetings with the CFPB staff wherein we shared our views on potential changes
to the debt collection industry. Subsequently, in September 2015, we entered into a consent order with the CFPB (the "Consent
Order"), which resulted in the payment of $19 million in consumer refunds and an $8 million penalty. In addition, we were required
to cease collection of approximately $3 million of consumer debt and modify some of our collections practices. Although we do
not anticipate any material adverse impact on our operations as a result of our entry into the Consent Order, there can be no
assurance that additional litigation or new industry regulations currently under consideration by the CFPB would not have an
adverse effect on our business, results of operations, and financial condition.
In addition, the CFPB may monitor our compliance with the Consent Order and could make a determination that we have
failed to appropriately adhere to our obligations. Such a determination could result in additional inquiries, penalties or liabilities,
which could have an adverse effect on our business.
26
Changes in governmental laws and regulations could increase our costs and liabilities or impact our operations.
Title X of the Dodd-Frank Act (also referred to as the Consumer Financial Protection Act) created a new independent regulator,
the CFPB. The CFPB has rulemaking, supervisory, and enforcement and other authorities relating to consumer financial products
and services, including debt collection, provided by covered persons. We are subject to the CFPB's supervisory and enforcement
authority.
As stated above, the relationship between consumers, lenders and credit card issuers is extensively regulated by consumer
protection and related laws and regulations. Changes in laws and regulations or the manner in which they are interpreted or applied
may alter our business environment. This could affect our results of operations or increase our liabilities. These negative impacts
could result from changes in collection laws, laws related to credit reporting, statutes of limitation, laws related to consumer
bankruptcy or insolvency, privacy protection, accounting standards, taxation requirements, employment laws and communications
laws, among others. For example, the CFPB is currently in the process of formulating new debt collection regulations.
The CFPB also accepts debt collection consumer complaints and has provided form letters for consumers to use in their
correspondences with debt collectors. The CFPB makes publicly available its data on consumer complaints, and consumer
complaints against us could result in reputational damage to us. The Dodd-Frank Act also mandates the submission of multiple
studies and reports to Congress by the CFPB, and CFPB staff is regularly making speeches on topics related to credit and debt.
All of these activities could trigger additional legislative or regulatory action.
The CFPB has rulemaking authority with respect to significant federal statutes that impact the debt collection industry,
including the FDCPA, the FCRA, and Section 5 of the FTC Act, which prohibits unfair or deceptive acts or practices. As a result,
the CFPB has the authority to adopt regulations that interpret the FDCPA, and the FTC Act, potentially describing specified acts
and practices as being "unfair," "deceptive" or "abusive," impacting the manner in which we conduct our debt collection business.
The CFPB has the authority to conduct hearings and adjudication proceedings, impose monetary penalties for violations of
applicable federal consumer financial laws (including Title X of the Dodd-Frank Act, FDCPA, and FCRA, among other consumer
protection statutes) which may require remediation of practices and include enforcement actions. The CFPB also has the authority
to obtain cease and desist orders (which can include orders for restitution or rescission of contracts, as well as other kinds of
affirmative relief), costs, and monetary penalties (ranging from $5,000 per day to over $1 million per day, depending on the nature
and gravity of the violation). In addition, where a company has violated Title X of the Dodd-Frank Act or CFPB regulations
implemented thereunder, the Dodd-Frank Act empowers state Attorneys General and other state regulators to bring civil actions
to remedy violations under state law. The CFPB has been active in its supervision, examination and enforcement of financial
services companies, most notably bringing enforcement actions imposing fines and mandating large refunds to customers of several
financial institutions for practices relating to the extension and collection of consumer credit. If the CFPB, the FTC, acting under
the FTC Act or other applicable statute such as the FDCPA, or one or more state Attorneys General or other state regulators make
findings that we have violated any of the applicable laws or regulations, they could exercise their enforcement powers in ways
that could have an adverse effect on our business, results of operations, cash flows, or financial condition.
We may become subject to additional costs or liabilities in the future resulting from our own, or our vendors' supervision or
examination by the CFPB, or by changes in, or additions to laws and regulations that could adversely affect our results of operations
and financial condition. Further, we cannot definitively predict the scope and substance of any such laws or regulations ultimately
adopted by the CFPB related to our activities and the exact efforts required by us to comply therewith, nor can we have any way
to know with certainty the ultimate impact on our business, results of operations, and financial condition that such regulations may
have.
Compliance with complex and evolving foreign and United States laws and regulations that apply to our international operations,
which have expanded as a result of our foreign acquisitions, could increase our cost of doing business in international jurisdictions.
As a result of our foreign acquisitions, we will operate on an expanded international basis with additional offices or activities
in a number of new jurisdictions throughout Europe, Canada and Brazil. We will face increased exposure to risks inherent in
conducting business internationally, including compliance with complex foreign and United States laws and regulations that apply
to our international operations, which could increase our cost of doing business in international jurisdictions. These laws and
regulations include anti-corruption laws such as the FCPA, the United Kingdom Bribery Act of 2010 and other local laws prohibiting
corrupt payments to governmental officials, and those related to taxation. The FCPA and similar anti-bribery laws in other
jurisdictions generally prohibit U.S.-based companies and their intermediaries from making improper payments to non-U.S.
officials for the purpose of obtaining or retaining business. The United Kingdom Bribery Act of 2010 prohibits certain entities
from making improper payments to governmental officials and to commercial entities. Given the high level of complexity of these
laws, there is a risk that we may inadvertently breach certain provisions of these laws, for example through fraudulent or negligent
behavior of individual employees, our failure to comply with certain formal documentation requirements, or otherwise. Violations
27
of these laws and regulations could result in fines and penalties; criminal sanctions against us, our officers, or our employees;
prohibitions on the conduct of our business and on our ability to offer our products and services in one or more countries, and
could also adversely affect our brand, our international expansion efforts, our ability to attract and retain employees, our business
and our operating results. Although we have implemented and, with respect to any new jurisdictions we will enter, will implement,
policies and procedures designed to ensure compliance with these laws and regulations, there can be no assurance that our employees,
contractors or agents will not violate our policies. Additionally, in accordance with the CRD IV, the Swedish Banking and Financing
Business Act and the Supervision of Credit and Investment Institutions Act, certain of our EU subsidiaries are subject to capital
adequacy requirements as prescribed by the SFSA, because they are included in a group that includes an entity which has been
determined to be an EU authorized credit institution (AK Nordic AB), thereby resulting in their supervision by the SFSA and
regulatory capital requirements.
Net capital requirements pursuant to the CRD IV may impede the business operations of our subsidiaries.
A sub-group of the Company's EU subsidiaries has been determined by the SFSA to be financial institutions subject to
consolidated capital requirements under EU Directives and regulatory oversight, supervision and reporting requirements by the
SFSA. These and other similar provisions of applicable law may limit our ability to withdraw capital from our subsidiaries.
Additionally, we have limited experience with the regulatory oversight, supervision, and reporting requirements of the SFSA.
Risks associated with indebtedness
We may not be able to retain, renegotiate or replace our credit facilities.
Our sources of financing include a domestic credit facility along with a European multicurrency revolving credit facility.
The domestic facility includes an aggregate principal amount of $945 million which consists of a $170 million variable rate term
loan, a $725 million domestic revolving credit facility and a $50 million Canadian revolving credit facility, all which mature on
December 19, 2017. The European multicurrency revolving credit facility includes an aggregate principal amount of $790 million
which consists of a $750 million revolving facility and a $40 million overdraft facility, and matures on October 23, 2019. Both
facilities include financial and other restrictive covenants. If we are unable to retain, renegotiate or replace our credit facilities,
our growth could be adversely affected, which could negatively impact liquidity and our business operations.
We may not be able to continue to satisfy the restrictive covenants in the agreements governing our debt.
The agreements governing our debt impose a number of covenants, including restrictive covenants on how we operate our
business. Failure to satisfy any one of these covenants could result in negative consequences including the following, each of
which could have an adverse effect on our liquidity and our ability to conduct business:
•
•
•
•
acceleration of outstanding indebtedness;
exercise by our lenders of rights with respect to the collateral pledged under certain of our outstanding indebtedness;
our inability to continue to purchase receivables needed to operate our business; or
our inability to secure alternative financing on favorable terms, if at all.
We have additional indebtedness in the form of Convertible Senior Notes.
In August 2013, we completed a private offering of $287.5 million aggregate principal amount of 3.00% Convertible Senior
Notes due 2020 (the “Notes”). Our ability to make scheduled payments of the principal of, to pay interest on, or to refinance our
indebtedness, including the Notes, or to make cash payments in connection with any conversion of the Notes depends on our future
performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not
continue to generate cash flow from operations in the future sufficient to service our indebtedness and make necessary capital
expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling
assets, restructuring indebtedness or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability
to refinance our indebtedness will depend on the capital markets and our financial condition at that time. We may not be able to
engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt
obligations.
We may not have the ability to raise the funds necessary to repurchase the Notes upon a fundamental change or to settle conversions
in cash.
Holders of the Notes will have the right to require us to repurchase their Notes upon the occurrence of a fundamental change
at a repurchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any. In addition, in the event
the conditional conversion feature of the Notes is triggered, holders of the Notes will be entitled to convert the Notes at any time
during specified periods at their option. Upon a conversion of Notes, unless we elect to deliver solely shares of our common stock
28
to settle such conversion (other than paying cash in lieu of delivering any fractional shares of our common stock), we will be
required to make cash payments in respect of the Notes. However, we may not have enough available cash or be able to obtain
financing at the time we are required to make repurchases of Notes surrendered to settle conversions in cash, and our ability to
repurchase the Notes or pay cash upon conversion may be limited by law.
Conversion of the Notes may affect the price of our common stock.
The conversion of some or all of the Notes may dilute the ownership interest of existing stockholders to the extent we deliver
shares of common stock upon conversion. Holders of the Notes will be able to convert them only upon the satisfaction of certain
conditions prior to February 1, 2020. Upon conversion, holders of the Notes will receive cash, shares of common stock or a
combination of cash and shares of common stock, at our election. Any sales in the public market of shares of common stock issued
upon conversion of the Notes could adversely affect the trading price of our common stock.
Changes in interest rates could increase our interest expense and reduce our net income.
Our revolving credit facilities bear interest at variable rates. Increases in interest rates could increase our interest expense
which would, in turn, lower our earnings. From time to time, we may enter into hedging transactions to mitigate our interest rate
risk on all or a portion of our debt. Hedging strategies rely on assumptions and projections. If these assumptions and projections
prove to be incorrect or our hedges do not adequately mitigate the impact of changes in interest rates, we may experience volatility
in our earnings that could adversely affect our results of operations and financial condition.
Risks associated with ownership of our common stock
The market price of our shares of common stock could fluctuate significantly.
Wide fluctuations in the trading price or volume of our shares of common stock could be caused by many factors, including
factors relating to our company or to investor perception of our company (including changes in financial estimates and
recommendations by research analysts), but also factors relating to (or relating to investor perception of) the receivables management
industry, debt collection or the economy in general.
Our certificate of incorporation, our by-laws and Delaware law contain provisions that may prevent or delay a change of control
or that may otherwise be in the best interest of our stockholders.
Our certificate of incorporation and by-laws contain provisions that may make it more difficult, expensive or otherwise
discourage a tender offer or a change in control or takeover attempt by a third-party, even if such a transaction would be beneficial
to our stockholders. The existence of these provisions may have a negative impact on the price of our common stock by discouraging
third-party investors from purchasing our common stock. In particular, our certificate of incorporation and by-laws include
provisions that:
•
•
•
•
•
•
•
•
•
classify our board of directors into three groups, each of which will serve for staggered three-year terms;
permit a majority of the stockholders to remove our directors only for cause;
permit our directors, and not our stockholders, to fill vacancies on our board of directors;
require stockholders to give us advance notice to nominate candidates for election to our board of directors or to make
stockholder proposals at a stockholders' meeting;
permit a special meeting of our stockholders to be called only by approval of a majority of the directors, the chairman of
the board of directors, the chief executive officer, the president or the written request of holders owning at least 30% of
our common stock;
permit our board of directors to issue, without approval of our stockholders, preferred stock with such terms as our board
of directors may determine;
permit the authorized number of directors to be changed only by a resolution of the board of directors;
require that derivative actions or proceedings must be brought in a court located in the state of Delaware; and
require the vote of the holders of a majority of our voting shares for stockholder amendments to our by-laws.
In addition, we are subject to Section 203 of the Delaware General Corporation Law which provides certain restrictions on
business combinations between us and any party acquiring a 15% or greater interest in our voting stock other than in a transaction
approved by our board of directors and, in certain cases, by our stockholders. These provisions of our certificate of incorporation,
our by-laws and Delaware law could delay or prevent a change in control, even if our stockholders support such proposals. Moreover,
these provisions could diminish the opportunities for stockholders to participate in certain tender offers, including tender offers at
prices above the then-current market value of our common stock, and may also inhibit increases in the trading price of our common
stock that could result from takeover attempts or speculation.
29
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our corporate headquarters and primary domestic operations facility are located in Norfolk, Virginia. In addition, we have
operational centers, all of which are leased except the facilities in Kansas and Tennessee, in the following locations in the Americas
and Europe:
- Birmingham, Alabama
- Conshohocken, Pennsylvania
- Folsom, California
- Fresno, California
- Hampton, Virginia
- Houston, Texas
- Hutchinson, Kansas
- Jackson, Tennessee
Americas
- Lake Forest, California
- Las Vegas, Nevada
- London, Ontario, Canada
- North Richland Hills, Texas
- Rosemont, Illinois
- San Diego, California
- São Paulo, Brazil
- Bromley, United Kingdom
- Luxembourg, Luxembourg
Europe
- Duisburg, Germany
- Eisenstadt, Austria
- Helsinki, Finland
- Kilmarnock, Scotland
- London, United Kingdom
- Madrid, Spain
- Oslo, Norway
- Uppsala, Sweden
- Zug, Switzerland
We also lease several less significant facilities in various locations throughout North America and Europe which are not
listed above. We do not consider any specific leased or owned facility to be material to our operations. We believe that equally
suitable alternative facilities are available throughout our geographic market areas.
Item 3. Legal Proceedings.
We and our subsidiaries are from time to time subject to a variety of routine legal and regulatory claims, inquiries and
proceedings, most of which are incidental to the ordinary course of our business. We initiate lawsuits against customers and are
occasionally countersued by them in such actions. Also, customers, either individually, as members of a class action, or through
a governmental entity on behalf of customers, may initiate litigation against us in which they allege that we have violated a state
or federal law in the process of collecting on an account. From time to time, other types of lawsuits are brought against us.
Refer to Note 15 "Commitments and Contingencies" of our Consolidated Financial Statements (Part II, Item 8 of this Form
10-K) for information regarding legal proceedings in which we are involved.
Item 4. Mine Safety Disclosures.
Not applicable.
30
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Price Range of Common Stock
The Company's common stock is traded on the NASDAQ Global Select Market ("NASDAQ") under the symbol "PRAA."
The following table sets forth the high and low sales price for the Company's common stock, as reported by the NASDAQ, for
the periods indicated.
Quarter ended March 31,
Quarter ended June 30,
Quarter ended September 30,
Quarter ended December 31,
2015
2014
High
$58.42
$64.24
$64.82
$56.00
Low
$47.84
$52.92
$50.03
$32.49
High
$60.48
$60.00
$62.20
$65.00
Low
$47.53
$50.29
$52.01
$52.30
Based on information provided by our transfer agent and registrar, as of February 17, 2016, there were 73 holders of record
and 54,615 beneficial owners of the Company's common stock.
Stock Performance
The following graph and subsequent table compares from December 31, 2010 to December 31, 2015, the cumulative
stockholder returns assuming an initial investment of $100 in the Company's common stock (PRAA) at the beginning of the period,
the stocks comprising the NASDAQ Financial 100 (IXF), and the stocks comprising the NASDAQ Global Market Composite
Index (NQGM). Any dividends paid during the five year period are assumed to be reinvested.
PRA Group, Inc.
PRAA $
NASDAQ Financial 100
$
NASDAQ Global Market Composite Index NQGM $
IXF
100
100
100
$
$
$
90
89
87
$
$
$
142
104
100
$
$
$
211
148
167
$
$
$
231
155
177
$
$
$
138
165
177
Ticker
2010
2011
2012
2013
2014
2015
The comparisons of stock performance shown above are not intended to forecast or be indicative of possible future
performance of PRA Group's common stock. PRA Group does not make or endorse any predictions as to its future stock performance.
31
Dividend Policy
Our board of directors sets our dividend policy. We do not currently pay regular dividends on our common stock and did
not pay dividends in the three years ended December 31, 2015; however, our board of directors may determine in the future to
declare or pay dividends on our common stock. Under the terms of our credit facility, cash dividends may not exceed $20 million
in any fiscal year without the consent of our lenders. Any future determination as to the declaration and payment of dividends will
be at the discretion of our board of directors and will depend on then existing conditions, including our results of operations,
financial condition, contractual restrictions, capital requirements, business prospects and other factors that our board of directors
may consider relevant.
Recent Sales of Unregistered Securities
None.
Securities Authorized for Issuance Under Equity Compensation Plans
For information regarding securities authorized for issuance under equity compensation plans see Note 9 "Share-Based
Compensation" of our Consolidated Financial Statements.
Share Repurchase Programs
On October 22, 2015, the Company's board of directors authorized a new share repurchase program to purchase up to
$125,000,000 of the Company's outstanding shares of common stock on the open market.
The following table provides information about the Company's common stock purchased during the fourth quarter of 2015.
Month Ended
October 31, 2015
November 30, 2015
December 31, 2015
Total
Item 6. Selected Financial Data.
Total Number of
Shares Purchased
Average Price
Paid per Share
Total Number of Shares
Purchased as Part of Publicly
Announced Programs
Maximum Remaining Purchase
Price for Share Repurchases
Under the Program
— $
2,072,721
—
2,072.721 $
—
38.60
—
38.60
— $
2,072,721
—
2,072.721 $
—
45,000,920
—
45,000,920
The following selected financial data should be read in conjunction with the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section below, the audited consolidated financial statements and the notes to the
audited consolidated financial statements. Certain prior year amounts have been reclassified for consistency with the current period
presentation.
32
Consolidated Income Statement, Operating and Other Financial Data
Amounts in thousands, except per share amounts
2015
2014
2013
2012
2011
Years Ended December 31,
Income Statement Data:
Revenues:
Income recognized on finance receivables, net
$
865,122
$
807,474
$
663,546
$
530,635
$
401,895
Fee income
Other revenue
Total revenues
Operating expenses:
64,383
12,513
942,018
65,675
7,820
880,969
71,532
57
735,135
62,164
2
592,801
56,115
925
458,935
Compensation and employee services
268,345
234,531
192,474
168,356
138,202
Legal collection fees
Legal collection costs
Agency fees
Outside fees and services
Communication
Rent and occupancy
Depreciation and amortization
Other operating expenses
Impairment of goodwill
Total operating expenses
Gain on sale of property
Income from operations
Other income and (expense):
Interest expense
Foreign exchange gain/(loss)
Income before income taxes
Provision for income taxes
Net income
53,393
76,063
32,188
65,155
33,113
14,714
19,874
68,829
—
631,674
—
310,344
(60,336)
7,514
257,522
89,391
168,131
51,107
88,054
16,399
55,821
33,085
11,509
18,414
29,981
—
538,901
—
342,068
(35,226)
(5,829)
301,013
124,508
176,505
41,488
83,063
5,901
31,615
28,161
8,311
14,417
25,781
6,397
437,608
—
297,527
(14,466)
4
283,065
106,146
176,919
34,393
72,325
5,906
28,867
25,225
7,498
14,515
19,661
—
376,746
—
216,055
(9,031)
9
207,033
80,934
126,099
23,621
38,659
7,653
19,310
20,328
6,437
12,943
14,914
—
282,067
1,157
178,025
(10,562)
—
167,463
66,319
101,144
Adjustment for net income/(loss) attributable to
noncontrolling interest
205
—
1,605
(494)
353
Net income attributable to PRA Group, Inc.
$
167,926
$
176,505
$
175,314
$
126,593
$
100,791
Net income per common share attributable to PRA Group,
Inc.:
Basic
Diluted
Weighted average number of shares outstanding:
Basic
Diluted
Operating and Other Financial Data:
Cash receipts
Operating expenses to cash receipts
Return on equity (1)
Acquisitions of finance receivables, at cost (2)
Employees at period end
$3.49
$3.47
48,128
48,405
$3.53
$3.50
49,990
50,421
$3.48
$3.45
50,366
50,873
$2.48
$2.46
50,991
51,369
$1.96
$1.95
51,330
51,690
$
1,603,878
$
1,444,487
$
1,213,969
$
970,848
$
761,605
39%
20%
37%
19%
36%
22%
39%
20%
37%
19%
$
963,811
$
1,432,764
$
656,785
$
542,451
$
408,408
3,799
3,880
3,543
3,221
2,641
(1) Calculated by dividing net income attributable to PRA Group, Inc. for each year by average monthly stockholders' equity -
PRA Group, Inc. for the same year.
(2) Represents cash paid for finance receivables as well as the acquisition date finance receivable portfolio that was acquired in
connection with the Aktiv acquisition in 2014. It does not include certain capitalized costs or buybacks.
33
Key Balance Sheet Data
Amounts in thousands
As of December 31,
2015
2014
2013
2012
2011
$
71,372
$
39,661
$
162,004
$
32,687
$
2,202,113
2,996,706
1,723,268
839,747
2,001,790
2,778,751
1,482,456
902,215
1,239,191
1,601,232
451,780
869,476
1,078,951
1,288,956
327,542
708,427
26,697
926,734
1,071,123
221,246
595,488
Quarterly Income Statement Data
Amounts in thousands, except per share amounts
Dec 31,
2015
Sep 30,
2015
Jun 30,
2015
Mar 31,
2015
Dec 31,
2014
Sep 30,
2014
Jun 30,
2014
Mar 31,
2014
$
208,471
$
208,184
$
220,064
$
228,403
$
222,660
$
224,326
$
182,518
$
177,970
19,649
2,065
17,803
3,443
13,878
3,255
13,053
3,750
22,800
5,271
12,757
1,890
14,510
315
15,608
344
230,185
229,430
237,197
245,206
250,731
238,973
197,343
193,922
68,670
11,873
16,774
8,182
27,309
6,601
3,991
4,935
10,678
159,013
71,172
(15,321)
301
56,152
15,164
40,988
66,084
13,715
18,879
7,961
12,583
8,021
3,684
5,413
38,963
175,303
54,127
(16,787)
(3,160)
34,180
16,597
17,583
68,320
14,114
19,556
7,784
12,466
8,073
3,479
4,916
9,610
65,271
13,691
20,854
8,261
12,797
10,418
3,560
4,610
9,578
65,448
15,125
15,725
7,497
15,707
7,715
3,477
5,307
4,870
148,318
88,879
149,040
96,166
140,871
109,860
(13,452)
(14,776)
3,584
79,011
27,586
51,425
6,789
88,179
30,044
58,135
(13,493)
(2,898)
93,469
46,478
46,991
65,237
13,778
20,367
5,988
17,210
8,642
3,283
4,949
11,330
150,784
88,189
(11,807)
3,258
79,640
28,473
51,167
52,461
11,371
25,429
1,464
12,113
7,765
2,411
4,211
7,681
51,385
10,833
26,533
1,450
10,791
8,963
2,338
3,947
6,100
124,906
72,437
122,340
71,582
(5,067)
(6,197)
61,173
23,666
37,507
(4,859)
8
66,731
25,891
40,840
18
187
—
—
—
—
—
—
40,970
$
17,396
$
51,425
$
58,135
$
46,991
$
51,167
$
37,507
$
40,840
0.87
0.86
$
$
0.36
0.36
$
$
1.06
1.06
$
$
1.19
1.19
$
$
0.94
0.93
$
$
1.02
1.01
$
$
0.75
0.74
$
$
0.82
0.81
Cash and cash equivalents
Finance receivables, net
Total assets
Borrowings
Total equity
Revenues:
Income recognized on finance
receivables, net
Fee income
Other revenue
Total revenues
Operating expenses:
Compensation and employee
services
Legal collection fees
Legal collection costs
Agency fees
Outside fees and services
Communication
Rent and occupancy
Depreciation and amortization
Other operating expenses
Total operating expenses
Income from operations
Other income and (expense):
Interest expense
Foreign exchange gain/(loss)
Income before income taxes
Provision for income taxes
Net income
Adjustment for net income
attributable to noncontrolling
interest
Net income attributable to PRA
Group, Inc.
Net income per common share
attributable to PRA Group, Inc.:
Basic
Diluted
Weighted average number of shares
outstanding:
$
$
$
Basic
Diluted
47,197
47,539
48,265
48,498
48,325
48,529
48,724
49,052
49,892
50,444
50,075
50,439
50,065
50,437
49,929
50,363
34
Quarterly Balance Sheet Data
Amounts in thousands
Dec 31,
2015
Sep 30,
2015
Jun 30,
2015
Mar 31,
2015
Dec 31,
2014
Sep 30,
2014
Jun 30,
2014
Mar 31,
2014
Assets
Cash and cash equivalents
$
71,372
$
69,111
$
56,811
$
40,542
$
39,661
$
70,300
$
270,526
$
191,819
Investments
Finance receivables, net
Other receivables, net
Income taxes receivable
Net deferred tax asset
Property and equipment, net
Goodwill
Intangible assets, net
Other assets
Total assets
Liabilities and Equity
Liabilities:
Accounts payable
Accrued expenses
Income taxes payable
Net deferred tax liability
Interest-bearing deposits
Borrowings
Other liabilities
Total liabilities
Equity:
Common stock
Additional paid-in capital
Retained earnings
Accumulated other
comprehensive (loss)/gain
73,799
75,985
88,295
91,470
89,703
—
—
—
2,202,113
2,167,178
2,012,552
1,954,772
2,001,790
1,913,710
1,219,595
1,253,961
30,771
1,717
13,068
45,394
495,156
23,788
39,528
24,648
12,840
831
46,105
502,383
24,458
61,011
18,443
1,580
125
46,215
503,001
9,450
47,284
16,834
12,959
—
5,771
46,855
—
6,126
48,258
18,217
11,506
4,639
45,969
496,653
527,445
594,401
10,042
37,674
10,933
41,876
12,315
86,372
12,458
6,072
1,404
38,902
105,122
13,805
27,478
11,551
1,015
1,369
35,130
104,086
14,714
28,968
$ 2,996,706
$ 2,984,550
$ 2,783,756
$ 2,700,613
$ 2,778,751
$ 2,757,429
$ 1,695,362
$ 1,642,613
$
4,190
$
3,693
$
3,933
$
7,838
$
4,446
$
6,934
$
10,928
$
9,173
95,380
21,236
261,498
46,991
97,123
9,534
267,587
46,277
77,007
9,758
252,638
33,248
69,250
22,120
265,661
32,439
89,361
11,020
255,587
27,704
88,991
5,547
237,201
27,300
47,897
37,248
—
—
226,011
220,883
—
1,723,268
1,654,457
1,503,363
1,479,262
1,482,456
1,425,409
448,785
4,396
4,460
5,933
6,725
5,962
6,187
9,485
2,156,959
2,083,131
1,885,880
1,883,295
1,876,536
1,797,569
743,106
462
64,622
482
31,344
483
35,360
964,270
1,032,966
1,015,570
483
31,339
964,145
496
111,659
906,010
501
141,490
859,019
501
137,512
807,852
—
450,278
14,813
732,395
501
134,892
770,345
(228,861)
(201,275)
(153,537)
(178,649)
(115,950)
(41,150)
6,391
4,480
Total stockholders' equity -
PRA Group, Inc.
Noncontrolling interest
800,493
39,254
863,517
37,902
897,876
817,318
902,215
959,860
952,256
910,218
—
—
—
—
—
—
Total equity
$
839,747
$
901,419
$
897,876
$
817,318
$
902,215
$
959,860
$
952,256
$
910,218
Total liabilities
and equity
$ 2,996,706
$ 2,984,550
$ 2,783,756
$ 2,700,613
$ 2,778,751
$ 2,757,429
$ 1,695,362
$ 1,642,613
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Overview
We are a global financial and business services company with operations in the Americas and Europe. Our primary business
is the purchase, collection and management of portfolios of nonperforming loans. We also service receivables on behalf of clients
on either a commission or transaction-fee basis, provide class action claims settlement recovery services and related payment
processing to corporate clients, and provide vehicle location, skip tracing and collateral recovery services for auto lenders,
governments and law enforcement.
We are headquartered in Norfolk, Virginia, and employ 3,799 full time equivalents. Our shares of common stock are traded
on the NASDAQ Global Select Market under the symbol "PRAA." Effective October 23, 2014, we changed our name from Portfolio
Recovery Associates, Inc. to PRA Group, Inc.
On August 3, 2015, we acquired 55% of the equity interest in RCB. The remaining 45% of the equity interest in RCB is
owned by the executive team and previous owners of RCB. RCB was founded in 2007 and is a leading master servicing platform
for nonperforming loans in Brazil. RCB specializes in structuring, investing and operating receivable and credit-related assets.
The previous owners of RCB each entered into long-term employment agreements with us and will continue to manage RCB's
local business in Brazil.
35
Our investment for the 55% ownership of RCB was paid for with approximately $55.2 million in cash which was borrowed
under our existing domestic revolving credit facility. The majority of cash paid to acquire the equity interest in RCB is expected
to be used in the ordinary course of business. As part of the investment and call option agreements, we have the right to purchase
the remaining 45% of RCB at certain multiples of earnings before interest, taxes, depreciation and amortization ("EBITDA")
beginning August 3, 2019 and lasting for two years.
On July 16, 2014, we completed the purchase of the outstanding equity of Aktiv, a Norway-based company specializing in
the acquisition and servicing of nonperforming consumer loans throughout Europe and in Canada, for a purchase price of
approximately $861.3 million, and assumed approximately $433.7 million of Aktiv's corporate debt, resulting in an enterprise
acquisition value of approximately $1.3 billion.
The Aktiv acquisition provided us entry into several new markets, resulting in additional geographic diversity in portfolio
purchasing and collection. Aktiv's executive team and the more than 400 Aktiv employees joined our workforce upon the closing
of the transaction.
Our industry is highly regulated under various laws. In the United States they include the FDCPA, FCRA, Dodd-Frank Act,
Telephone Consumer Protection Act and its prohibition against UDAAP and other federal and state laws. Likewise, our business
is regulated by various laws in the European countries and Canadian territories in which we operate. We are subject to inspections,
examinations, supervision and investigation by regulators in the United Kingdom, in each U.S. state in which we are licensed, and
also by the CFPB. If any such inspections or investigations result in findings or there is an adjudication that we have failed to
comply with applicable laws and regulations, we could be subject to penalties, litigation losses and expenses, damage to our
reputation, or the suspension or termination of or required modification to our ability to conduct collections, which would adversely
affect our financial results and condition. The CFPB is currently looking into practices regarding the collection of consumer debt
in our industry. The CFPB is also expected to adopt additional rules that will affect our industry, and has sought feedback on a
wide range of debt collection issues.
For the year ended December 31, 2015, we incurred approximately $5.6 million of integration and other costs related to the
business acquisitions. Additionally, as a result of expanding our international footprint into many countries with various currencies
throughout Europe, we are exposed to foreign currency fluctuations between and among the U.S. dollar and each of the other
currencies in which we now operate. As a result, for the year ended December 31, 2015, we recorded a net foreign currency
transaction gain of $7.5 million in our consolidated income statement, as compared to a loss of $5.8 million in the prior year.
Earnings Summary
For the year ended December 31, 2015, net income attributable to PRA Group was $167.9 million, or $3.47 per diluted share,
compared with $176.5 million, or $3.50 per diluted share, for the year ended December 31, 2014. Total revenues were $942.0 million
for the year ended December 31, 2015, up 6.9% from the same year ago period. Revenues during the year ended December 31,
2015 consisted of $865.1 million in income recognized on finance receivables, net of allowance charges, $64.4 million in fee
income and $12.5 million in other revenue. Income recognized on finance receivables, net of allowance charges, for the year ended
December 31, 2015 increased $57.6 million, or 7.1%, over 2014, primarily as a result of an increase in cash collections primarily
due to the Aktiv acquisition. Cash collections were approximately $1.5 billion during the year ended December 31, 2015, up 7.1%
compared to approximately $1.4 billion in the year ended December 31, 2014. During the year ended December 31, 2015, PRA
Group recorded $29.4 million in net allowance charges, compared with $4.9 million in net allowance charge reversals in the year
ended December 31, 2014. Our finance receivables amortization rate, including net allowance charges/reversals, was 43.8% for
the year ended December 31, 2015 compared to 41.4% for the year ended December 31, 2014. Our finance receivables amortization
rate, excluding net allowance charges/reversals, was 41.9% for the year ended December 31, 2015 compared to 41.8% for the year
ended December 31, 2014.
Fee income decreased from $65.7 million for the year ended December 31, 2014 to $64.4 million in 2015, primarily due to
a decrease in revenues generated by CCB and PRA Europe. The decrease in revenue from CCB is due primarily to smaller
distributions of class action settlements. The decline in fee income from PRA Europe is due primarily to a decline in the amount
of contingent fee work provided to us by debt owners. This was partially offset by higher fee income generated by PLS, PGS and
our operations in Brazil.
36
A summary of how our revenue was generated during the years ended December 31, 2015, 2014 and 2013 is as follows
(amounts in thousands):
Cash collections
Amortization of investment
Net allowance reversals/(charges)
Income recognized on finance receivables, net
Fee income
Other revenue
Total revenues
$
$
2015
1,539,495
(645,004)
(29,369)
865,122
64,383
12,513
2014
$
1,378,812
(576,273)
4,935
807,474
65,675
7,820
2013
1,142,437
(480,913)
2,022
663,546
71,532
57
$
942,018
$
880,969
$
735,135
Operating expenses were $631.7 million for the year ended December 31, 2015, an increase of $92.8 million or 17.2% from
the year ended December 31, 2014, primarily due to the inclusion of Aktiv's expenses for the full year in 2015 compared to the
period from July 16 through December 31 in 2014, as well as an increase in outside fees and services and other operating expenses.
Outside fees and services expenses were $65.2 million for the year ended December 31, 2015, an increase of $9.4 million or 16.8%
compared to outside fees and services expenses of $55.8 million for the year ended December 31, 2014. The increase was mainly
attributable to an incremental increase of $13.3 million in corporate legal expenses incurred in 2015 as a result of outstanding
litigation and regulatory matters. See Note 15 for a description of our litigation and regulatory matters. This increase was offset
by a decrease of $12.3 million in transaction costs incurred during 2015 compared to 2014. The remaining increase is a result of
the outside fees and services incurred by our European operations for the full year in 2015 as compared to the prior year period
from July 16, 2014 to December 31, 2014. Other operating expenses were $68.8 million for the year ended December 31, 2015,
an increase of $38.8 million or 129.3% compared to other operating expenses of $30.0 million for the year ended December 31,
2014. The increase was primarily due to the $28.8 million in expenses incurred during 2015 relating to the Consent order, as well
as other operating expenses incurred by our European operations for the full year in 2015 as compared to the prior year period
from July 16, 2014 to December 31, 2014.
During the years ended December 31, 2015, 2014 and 2013, we acquired finance receivables portfolios at an approximate
cost of $963.8 million, $1.4 billion and $656.8 million, respectively. The figures for 2014 include the acquisition-date fair value
of the Aktiv portfolios. In any period, we acquire nonperforming loans that can vary dramatically in their age, type and ultimate
collectability. We may pay significantly different purchase rates for purchased receivables within any period as a result of this
quality fluctuation. In addition, market forces can drive pricing rates up or down in any period, irrespective of other quality
fluctuations. As a result, the average purchase rate paid for any given period can fluctuate dramatically based on our particular
buying activity in that period. However, regardless of the average purchase price and for similar time frames, we intend to target
a similar internal rate of return, after direct expenses, in pricing our portfolio acquisitions; therefore, the absolute rate paid is not
necessarily relevant to the estimated profitability of a period's buying.
Results of Operations
The results of operations include the financial results of PRA Group and all of our subsidiaries, all of which are in the
receivables management business. Under the guidance of the FASB ASC Topic 280 "Segment Reporting" ("ASC 280"), we have
determined that we have several operating segments that meet the aggregation criteria of ASC 280, and therefore, we have one
reportable segment, accounts receivables management, based on similarities among the operating units including homogeneity of
services, service delivery methods and use of technology.
37
The following table sets forth certain operating data as a percentage of total revenues for the years indicated (amounts in
thousands):
Revenues:
Income recognized on finance
receivables, net
Fee income
Other revenue
Total revenues
Operating expenses:
2015
2014
2013
$
865,122
91.8% $
807,474
91.7% $
663,546
90.3%
64,383
12,513
942,018
6.8
1.4
100.0
65,675
7,820
880,969
7.5
0.8
71,532
57
9.7
—
100.0
735,135
100.0
Compensation and employee services
268,345
28.5
234,531
Legal collection fees
Legal collection costs
Agency fees
Outside fees and services
Communication
Rent and occupancy
Depreciation and amortization
Other operating expenses
Impairment of goodwill
Total operating expenses
Income from operations
Other income and (expense):
Interest expense
Foreign exchange gain/(loss)
Income before income taxes
Provision for income taxes
Net income
Adjustment for net income attributable to
noncontrolling interest
53,393
76,063
32,188
65,155
33,113
14,714
19,874
68,829
—
631,674
310,344
(60,336)
7,514
257,522
89,391
168,131
205
5.7
8.1
3.4
6.9
3.5
1.6
2.1
7.3
—
67.1
32.9
(6.4)
0.8
27.3
9.5
17.8
—
51,107
88,054
16,399
55,821
33,085
11,509
18,414
29,981
—
538,901
342,068
(35,226)
(5,829)
301,013
124,508
176,505
26.6
5.8
10.0
1.9
6.3
3.8
1.3
2.1
3.4
—
61.2
38.8
(4.0)
(0.7)
34.1
14.1
20.0
192,474
41,488
83,063
5,901
31,615
28,161
8,311
14,417
25,781
6,397
437,608
297,527
(14,466)
4
283,065
106,146
176,919
26.2
5.6
11.3
0.8
4.3
3.8
1.1
2.0
3.5
0.9
59.5
40.5
(2.0)
—
38.5
14.4
24.1
0.2
23.9%
Net income attributable to PRA Group, Inc.
$
167,926
17.8% $
176,505
20.0% $
175,314
Year Ended December 31, 2015 Compared to Year Ended December 31, 2014
Revenues
—
—
1,605
Total revenues were $942.0 million for the year ended December 31, 2015, an increase of $61.0 million or 6.9% compared
to total revenues of $881.0 million for the year ended December 31, 2014.
Income Recognized on Finance Receivables, net
Income recognized on finance receivables, net, was $865.1 million for the year ended December 31, 2015, an increase of
$57.6 million or 7.1% compared to income recognized on finance receivables, net, of $807.5 million for the year ended December 31,
2014. The increase was primarily due to an increase in cash collections on our finance receivables to $1.5 billion for the year ended
December 31, 2015 compared to $1.4 billion for the year ended December 31, 2014, an increase of $100.0 million or 7.1%. This
increase was largely due to the inclusion of Aktiv's cash collections for the full year in 2015 as compared to the prior year period
from July 16, 2014 to December 31, 2014.
Our finance receivables amortization rate, including net allowance charges, was 43.8% for the year ended December 31,
2015 compared to 41.4% for the year ended December 31, 2014.
Accretable yield represents the amount of income recognized on finance receivables the Company can expect to generate
over the remaining life of its existing portfolios based on estimated future cash flows as of the balance sheet date. Additions
represent the original expected accretable yield, on portfolios purchased during the period, to be earned by the Company based
on its proprietary buying models. Net reclassifications from nonaccretable difference to accretable yield primarily result from the
38
Company's increase in its estimate of future cash flows. Increases in future cash flows may occur as portfolios age and actual cash
collections exceed those originally expected. If those cash flows are determined to be incremental to the portfolio's original forecast,
future projections of cash flows are generally increased resulting in higher expected revenue and hence increases in accretable
yield.
During the years ended December 31, 2015 and 2014, the Company reclassified $502.7 million and $390.3 million,
respectively, from nonaccretable difference to accretable yield due primarily to increased cash collection forecasts related to pools
primarily acquired from 2011-2014. When applicable, net reclassifications to nonaccretable difference from accretable yield result
from the Company's decrease in its estimates of future cash flows and allowance charges that exceed the Company's increase in
its estimate of future cash flows.
Income recognized on finance receivables, net, is shown net of changes in valuation allowances which are recorded for
significant decreases in expected cash flows or a change in timing of cash flows which would otherwise require a reduction in the
stated yield on a pool of accounts. For the year ended December 31, 2015, we recorded net allowance charges of $29.4 million.
On our domestic Core portfolios, we recorded net allowance charges of $23.3 million on portfolios purchased between 2010 and
2013, offset by net allowance reversals of $1.4 million on portfolios primarily purchased between 2005 and 2008. We also recorded
a net allowance charge of $7.5 million on our portfolios in the United Kingdom and $0.1 million on our Denmark portfolios. On
our Insolvency portfolios, we recorded net allowance reversals of $0.2 million on our domestic portfolios. For the year ended
December 31, 2014, we recorded net allowance reversals of $4.9 million. On our domestic Core portfolios, we recorded net
allowance reversals of $10.9 million on portfolios purchased between 2005 and 2008, offset by allowance charges of $6.0 million
on portfolios primarily purchased in 2010 and 2011. On our Insolvency portfolios, we recorded net allowance reversals of
$1.7 million on our domestic portfolios primarily purchased in 2007 and 2008, offset by net allowance charges of $1.1 million on
Canadian portfolios purchased in 2014. We also recorded a net allowance charge of $0.5 million on our portfolios in the United
Kingdom.
Fee Income
Fee income was $64.4 million for the year ended December 31, 2015, a decrease of $1.3 million or 2.0% compared to fee
income of $65.7 million for the year ended December 31, 2014. Fee income decreased primarily due to a decrease in revenues
generated by CCB and PRA Europe. The decrease in revenue from CCB is due primarily to smaller distributions of class action
settlements. The decline in fee income from PRA Europe is due primarily to a decline in the amount of contingent fee work provided
to us by debt owners, which was partially offset by higher fee income generated by PLS, PGS and our operations in Brazil.
Other Revenue
Other revenue was $12.5 million for the year ended December 31, 2015, an increase of $4.7 million or 60.3% compared to
$7.8 million for the year ended December 31, 2014. The increase is due primarily to an increase in revenue generated from our
Poland investments.
Operating Expenses
Total operating expenses were $631.7 million for the year ended December 31, 2015, an increase of $92.8 million or 17.2%
compared to total operating expenses of $538.9 million for the year ended December 31, 2014. Total operating expenses were
39.4% of cash receipts for the year ended December 31, 2015 compared with 37.3% for the year ended December 31, 2014.
Compensation and Employee Services
Compensation and employee service expenses were $268.3 million for the year ended December 31, 2015, an increase of
$33.8 million or 14.4% compared to compensation and employee service expenses of $234.5 million for the year ended
December 31, 2014. Compensation expense increased primarily as a result of larger average staff sizes, mainly attributable to the
acquisition of Aktiv, in addition to increases in incentive compensation and normal pay increases. Total employees decreased 2.1%
to 3,799 as of December 31, 2015 from 3,880 as of December 31, 2014. Compensation and employee service expenses as a
percentage of cash receipts increased to 16.7% for the year ended December 31, 2015 from 16.2% of cash receipts for the year
ended December 31, 2014.
Legal Collection Fees
Legal collection fees represent contingent fees incurred for the cash collections generated by our independent third-party
attorney network. Legal collection fees were $53.4 million for the year ended December 31, 2015, an increase of $2.3 million, or
4.5%, compared to legal collection fees of $51.1 million for the year ended December 31, 2014. Legal collection fees for the year
ended December 31, 2015 were 3.3% of cash receipts, compared to 3.5% for the year ended December 31, 2014.
39
Legal Collection Costs
Legal collection costs consist of costs paid to courts where a lawsuit is filed and the cost of documents paid to sellers of
nonperforming loans. Legal collection costs were $76.1 million for the year ended December 31, 2015, a decrease of $12.0 million,
or 13.6%, compared to legal collection costs of $88.1 million for the year ended December 31, 2014. During 2012 and 2013, we
expanded the number of accounts brought into the legal collection process resulting in increased legal collections costs. This
expansion has subsided over the last several quarters which led to the decrease in the current year. Legal collection costs represent
4.7% and 6.1% of cash receipts for the years ended December 31, 2015 and 2014, respectively.
Agency Fees
Agency fees primarily represent third-party collection fees and also include costs paid to repossession agents to repossess
vehicles. Agency fees were $32.2 million for the year ended December 31, 2015, compared to $16.4 million for the year ended
and December 31, 2014, an increase of 15.8 million or 96.3%. This increase was mainly attributable to third-party collection fees
incurred by PRA Europe due to our utilization of outsourcing in our blended operational collection model there.
Outside Fees and Services
Outside fees and services expenses were $65.2 million for the year ended December 31, 2015, an increase of $9.4 million
or 16.8% compared to outside fees and services expenses of $55.8 million for the year ended December 31, 2014. The increase
was mainly attributable to an incremental increase of $13.3 million in corporate legal expenses incurred in 2015 as a result of
outstanding litigation and regulatory matters. See Note 15 for a description of our litigation and regulatory matters. This was offset
by a decrease of $12.3 million in transaction costs incurred during 2015 compared to 2014. The remaining increase is a result of
the outside fees and services incurred by our European operations for the full year in 2015 as compared to the prior year period
from July 16, 2014 to December 31, 2014.
Communication
Communication expenses were $33.1 million for both the years ended December 31, 2015 and 2014.
Rent and Occupancy
Rent and occupancy expenses were $14.7 million for the year ended December 31, 2015, an increase of $3.2 million or
27.8% compared to rent and occupancy expenses of $11.5 million for the year ended December 31, 2014. The increase was primarily
due to the rent and occupancy expense incurred by our European operations for the full year in 2015 as compared to the prior year
period from July 16, 2014 to December 31, 2014.
Depreciation and Amortization
Depreciation and amortization expense was $19.9 million for the year ended December 31, 2015, an increase of $1.5 million
or 8.2% compared to depreciation and amortization expenses of $18.4 million for the year ended December 31, 2014. The increase
was primarily due to the depreciation and amortization expenses incurred by our European operations for the full year in 2015 as
compared to the prior year period from July 16, 2014 to December 31, 2014.
Other Operating Expenses
Other operating expenses were $68.8 million for the year ended December 31, 2015, an increase of $38.8 million or 129.3%
compared to other operating expenses of $30.0 million for the year ended December 31, 2014. The increase was primarily due to
the $28.8 million in expenses incurred during 2015 relating to the Consent Order entered into with the CFPB, as well as other
operating expenses incurred by our European operations for the full year in 2015 as compared to the prior year period from July
16, 2014 to December 31, 2014.
Interest Expense
Interest expense was $60.3 million for the year ended December 31, 2015, an increase of $25.1 million or 71.3% compared
to interest expense of $35.2 million for the year ended December 31, 2014. The increase was primarily due to additional borrowings
for the Aktiv and RCB acquisitions and the additional interest incurred on the Aktiv assumed debt and interest rate swap contracts.
Net Foreign Currency Transaction Gain/(Loss)
Net foreign currency transaction gains were $7.5 million for the year ended December 31, 2015 compared to a net foreign
currency transaction loss of $5.8 million for the year ended December 31, 2014. In any given period, we are exposed to foreign
currency transactions gains or losses from transactions in currencies other than our functional currency.
40
Provision for Income Taxes
Income tax expense was $89.4 million for the year ended December 31, 2015, a decrease of $35.1 million or 28.2% compared
to income tax expense of $124.5 million for the year ended December 31, 2014. The decrease was due to a decrease of 14.4% in
income before taxes, in addition to a decrease in the effective tax rate to 34.7% for the year ended December 31, 2015 compared
to 41.4% for the year ended December 31, 2014. The decrease in the effective tax rate was due primarily to having proportionately
more income during 2015 in foreign jurisdictions with lower tax rates than the U.S. and changes in amounts and mix of taxable
foreign currency translation gains and non-deductible foreign exchange losses, partially offset by the non-tax deductible payments
made pursuant to the Consent Order entered into with the CFPB.
We intend for predominantly all foreign earnings to be permanently reinvested in our foreign operations. If foreign earnings
were repatriated, we would need to accrue and pay taxes. The amount of cash on hand related to foreign operations with permanently
reinvested earnings was $51.5 million as of December 31, 2015.
Year Ended December 31, 2014 Compared to Year Ended December 31, 2013
Revenues
Total revenues were $881.0 million for the year ended December 31, 2014, an increase of $145.9 million or 19.8% compared
to total revenues of $735.1 million for the year ended December 31, 2013.
Income Recognized on Finance Receivables, net
Income recognized on finance receivables, net, was $807.5 million for the year ended December 31, 2014, an increase of
$144.0 million or 21.7% compared to income recognized on finance receivables, net, of $663.5 million for the year ended
December 31, 2013. The increase was primarily due to an increase in cash collections on our owned finance receivables to
approximately $1.4 billion for the year ended December 31, 2014 compared to approximately $1.1 billion for the year ended
December 31, 2013, an increase of $236.4 million or 20.7%. This increase was largely due to the inclusion of Aktiv's cash collections
subsequent to the acquisition date of July 16, 2014.
Our finance receivables amortization rate, including net allowance charges, was 41.4% for the year ended December 31,
2014 compared to 41.9% for the year ended December 31, 2013.
Accretable yield represents the amount of income recognized on finance receivables the Company can expect to generate
over the remaining life of its existing portfolios based on estimated future cash flows as of the balance sheet date. Additions
represent the original expected accretable yield, on portfolios purchased during the period, to be earned by the Company based
on its proprietary buying models. Net reclassifications from nonaccretable difference to accretable yield primarily result from the
Company's increase in its estimate of future cash flows. Increases in future cash flows may occur as portfolios age and actual cash
collections exceed those originally expected. If those cash flows are determined to be incremental to the portfolio's original forecast,
future projections of cash flows are generally increased resulting in higher expected revenue and hence increases in accretable
yield.
During the years ended December 31, 2014 and 2013, the Company reclassified amounts from nonaccretable difference to
accretable yield due primarily to increased cash collection forecasts relating to pools acquired from 2009-2011. When applicable,
net reclassifications to nonaccretable difference from accretable yield result from the Company's decrease in its estimates of future
cash flows and allowance charges that exceed the Company's increase in its estimate of future cash flows.
Income recognized on finance receivables, net, is shown net of changes in valuation allowances which are recorded for
significant decreases in expected cash flows or a change in timing of cash flows which would otherwise require a reduction in the
stated yield on a pool of accounts. For the year ended December 31, 2014, we recorded net allowance reversals of $4.9 million.
On our domestic Core portfolios, we recorded net allowance reversals of $10.9 million on portfolios purchased between 2005 and
2008, offset by allowance charges of $6.0 million on portfolios primarily purchased in 2010 and 2011. On our Insolvency portfolios,
we recorded net allowance reversals of $1.7 million on our domestic portfolios primarily purchased in 2007 and 2008, offset by
net allowance charges of $1.1 million on Canadian portfolios purchased in 2014. We also recorded a net allowance charge of
$0.5 million on our portfolios in the United Kingdom. No allowance charges or reversals were recorded during the period on the
portfolios acquired from Aktiv. For the year ended December 31, 2013, we recorded net allowance reversals of $2.0 million, which
consisted of net allowance reversals of $8.9 million on our Core portfolios, mainly on pools purchased between 2005 and 2008,
offset by allowance charges of $6.9 million on our Insolvency portfolios acquired mainly in 2007 and 2008.
41
Fee Income
Fee income was $65.7 million for the year ended December 31, 2014, a decrease of $5.8 million or 8.1% compared to fee
income of $71.5 million for the year ended December 31, 2013. Fee income decreased primarily due to a decrease in revenues
generated by CCB and our contingent collection fee business in the United Kingdom. The decrease in revenue from CCB is due
primarily to smaller distributions of class action settlements. The decline in fee income from our contingent collection fee business
in the United Kingdom is due primarily to a decline in the amount of contingent fee work provided to us by debt owners. This was
partially offset by higher fee income generated by PGS and the fee income generated by Aktiv during 2014.
Other Revenue
Other revenue increased to $7.8 million for the year ended December 31, 2014 from less than $0.1 million for the year ended
December 31, 2013. The 99.3% increase is primarily due to an increase in revenue earned on our investments.
Operating Expenses
Total operating expenses were $538.9 million for the year ended December 31, 2014, an increase of $101.3 million or 23.1%
compared to total operating expenses of $437.6 million for the year ended December 31, 2013. Total operating expenses were
37.3% of cash receipts for the year ended December 31, 2014 compared with 36.0% for the year ended December 31, 2013.
Compensation and Employee Services
Compensation and employee service expenses were $234.5 million for the year ended December 31, 2014, an increase of
$42.0 million or 21.8% compared to compensation and employee service expenses of $192.5 million for the year ended
December 31, 2013. Compensation expense increased primarily as a result of larger staff sizes, mainly attributable to the acquisition
of Aktiv, in addition to increases in incentive compensation and normal pay increases. Total employees grew 9.5% to 3,880 as of
December 31, 2014 from 3,543 as of December 31, 2013. Compensation and employee service expenses as a percentage of cash
receipts increased to 16.2% for the year ended December 31, 2014 from 15.9% of cash receipts for the year ended December 31,
2013.
Legal Collection Fees
Legal collection fees represent contingent fees incurred for the cash collections generated by our independent third-party
attorney network. Legal collection fees were $51.1 million for the year ended December 31, 2014, an increase of $9.6 million, or
23.1%, compared to legal collection fees of $41.5 million for the year ended December 31, 2013. This increase was the result of
a $10.3 million or 5.4%, increase in our external legal collections, which increased from $192.4 million for the year ended
December 31, 2013 to $202.7 million for the year ended December 31, 2014. Legal collection fees for the year ended December 31,
2014 were 3.5% of cash receipts, compared to 3.4% for the year ended December 31, 2013.
Legal Collection Costs
Legal collection costs consist of costs paid to courts where a lawsuit is filed and the cost of documents paid to sellers of
nonperforming loans. Legal collection costs were $88.1 million for the year ended December 31, 2014, an increase of $5.0 million,
or 6.0%, compared to legal collection costs of $83.1 million for the year ended December 31, 2013. This increase is the result of
the expansion in the number of accounts brought into the legal collection process. These legal collection costs represent 6.1% and
6.8% of cash receipts for the years ended December 31, 2014 and 2013, respectively.
Agency Fees
Agency fees primarily represent third-party collection fees and also include costs paid to repossession agents to repossess
vehicles. Agency fees were $16.4 million for the year ended December 31, 2014, compared to $5.9 million for the year ended and
December 31, 2013, an increase of $10.5 million or 178.0%. This increase was mainly attributable to the third-party collection
fees incurred by PRA Europe due to our utilization of outsourcing in our blended operational collection model there.
Outside Fees and Services
Outside fees and services expenses were $55.8 million for the year ended December 31, 2014, an increase of $24.2 million
or 76.6% compared to outside fees and services expenses of $31.6 million for the year ended December 31, 2013. The increase
was mainly attributable to the $17.2 million of transaction costs incurred during the year ended December 31, 2014 related to the
Aktiv acquisition in addition to the outside fees and services expenses incurred by Aktiv.
42
Communication
Communication expenses were $33.1 million for the year ended December 31, 2014, an increase of $4.9 million or 17.4%
compared to communication expenses of $28.2 million for the year ended December 31, 2013. The increase was largely due to
the inclusion of Aktiv's communication expenses as well as additional postage expenses incurred as a result of an increase in special
collection letter campaigns and a larger customer base. The remaining increase was attributable to higher telephone expenses.
Expenses related to customer mailings were responsible for 69.4%, or $3.4 million, of this increase, and the remaining 30.6%, or
$1.5 million, was attributable to increases in telephone related charges.
Rent and Occupancy
Rent and occupancy expenses were $11.5 million for the year ended December 31, 2014, an increase of $3.2 million or
38.6% compared to rent and occupancy expenses of $8.3 million for the year ended December 31, 2013. The increase was primarily
due to the rent and occupancy expenses incurred by Aktiv as well as the additional space leased at our Norfolk headquarters during
the second half of 2013 and the additional space leased as a result of the opening of our Texas call center in December 2013.
Depreciation and Amortization
Depreciation and amortization expense was $18.4 million for the year ended December 31, 2014, an increase of $4.0 million
or 27.8% compared to depreciation and amortization expenses of $14.4 million for the year ended December 31, 2013. The increase
was primarily due to the depreciation and amortization expenses incurred by Aktiv, as well as capital expenditures resulting from
the additional space leased at our Norfolk headquarters during the second half of 2013, additional space leased as a result of the
opening of our Texas call center in December of 2013, and the relocation of our PGS Birmingham operations in March 2014.
Other Operating Expenses
Other operating expenses were $30.0 million for the year ended December 31, 2014, an increase of $4.2 million or 16.3%
compared to other operating expenses of $25.8 million for the year ended December 31, 2013. The increase was primarily due to
an increase in taxes, fees and licenses of $6.0 million mainly attributable to Aktiv. This was offset by a decrease of $6.1 million
related to the reversal of accrued VAT taxes recognized upon acquisition of Aktiv. The remaining increase is the result of increases
in repairs and maintenance of $1.0 million, travel and meals of $1.0 million, and insurance expenses which increased $1.2 million.
None of the remaining increase was attributable to any significant identifiable items.
Impairment of Goodwill
Impairment of goodwill was $6.4 million for the year ended December 31, 2013, compared to $0 for the year ended December
31, 2014. During the third quarter of 2013, we evaluated the goodwill associated with our PLS reporting unit, which had experienced
a decline in revenue and profitability, recent net losses and the loss of a significant client during the quarter. Based on this evaluation,
we recorded a $6.4 million impairment of goodwill. This non-cash charge represented the full amount of goodwill previously
recorded for PLS. All other intangible assets related to PLS were fully amortized as of December 31, 2013.
Interest Expense
Interest expense was $35.2 million for the year ended December 31, 2014, an increase of $20.7 million or 142.8% compared
to interest expense of $14.5 million for the year ended December 31, 2013. The increase was primarily due to the additional
financing needed to facilitate the closing of the Aktiv acquisition and the additional interest incurred on the Aktiv assumed debt
and interest rate swap contracts as well as a full year of interest on the $287.5 million in aggregate principal amount of the Company's
3.00% Convertible Senior Notes due 2020 which was completed through a private offering on August 13, 2013. This was partially
offset by a reduction in interest expense of $4.8 million related to the amortization of fair value adjustment on Aktiv's debt.
Net Foreign Currency Transaction Gain/(Loss)
Net foreign currency transaction losses were $5.8 million for the year ended December 31, 2014 compared to a net foreign
currency transaction gain of less than $0.1 million for the year ended December 31, 2013. In any given period, we are exposed to
foreign currency transactions gains or losses from transactions in currencies other than our functional currency.
Provision for Income Taxes
Income tax expense was $124.5 million for the year ended December 31, 2014, an increase of $18.4 million or 17.3%
compared to income tax expense of $106.1 million for the year ended December 31, 2013. The increase was due to an increase of
6.3% in income before taxes, in addition to an increase in the effective tax rate to 41.4% for the year ended December 31, 2014
compared to 37.5% for the year ended December 31, 2013. The increase in the effective tax rate is primarily attributable to the
43
taxation of foreign exchange by operating in various international tax jurisdictions. We incurred taxable foreign currency translation
gains that are not included in income before income taxes. Additionally, we incurred non-deductible foreign exchange losses that
were included in income before income taxes.
We intend for predominantly all foreign earnings to be permanently reinvested in our foreign operations. If foreign earnings
were repatriated, we would need to accrue and pay taxes. The amount of cash on hand related to foreign operations with permanently
reinvested earnings was $23.0 million as of December 31, 2014.
Supplemental Performance Data
Finance Receivables Portfolio Performance
The following tables show certain data related to our finance receivables portfolio. These tables describe the purchase price,
actual cash collections and future estimates of cash collections, income recognized on finance receivables (gross and net of allowance
charges/(reversals)), principal amortization, allowance charges/(reversals), net finance receivable balances, and the ratio of total
estimated collections to purchase price (which we refer to as purchase price multiple) as well as the original purchase price multiple.
Certain adjustments, as noted in the footnotes to these tables, have been made to eliminate the impact of foreign currency fluctuations
on purchase price multiples.
Further, these tables disclose our Americas and European Core portfolios and our Americas and European Insolvency
portfolios. The accounts represented in the Insolvency tables are those portfolios of accounts that were in an insolvency status at
the time of purchase. This contrasts with accounts in our Core portfolios that file for bankruptcy/insolvency protection after we
purchase them, which continue to be tracked in their corresponding Core portfolio. Core customers sometimes file for bankruptcy/
insolvency protection subsequent to our purchase of the related Core portfolio. When this occurs, we adjust our collection practices
accordingly to comply with bankruptcy/insolvency rules and procedures; however, for accounting purposes, these accounts remain
in the related Core portfolio. Conversely, Insolvency accounts may be dismissed voluntarily or involuntarily subsequent to our
purchase of the related Insolvency portfolio. Dismissal occurs when the terms of the bankruptcy are not met by the petitioner.
When this occurs, we are typically free to pursue collection outside of bankruptcy procedures; however, for accounting purposes,
these accounts remain in the related Insolvency pool.
Purchase price multiples can vary over time due to a variety of factors including pricing competition, supply levels, age of
the receivables purchased, and changes in our operational efficiency. For example, increased pricing competition during the 2005
to 2008 period negatively impacted purchase price multiples of our Core portfolio compared to prior years. Conversely, during
the 2009 to 2011 period, pricing disruptions occurred as a result of the economic downturn. This created unique and advantageous
purchasing opportunities, particularly within the Insolvency market, relative to the prior four years.
Purchase price multiples can also vary among types of finance receivables. For example, we incur lower collection costs on
our Insolvency portfolio compared with our Core portfolio. This allows us, in general, to pay more for an Insolvency portfolio and
experience lower purchase price multiples, while generating similar internal rates of return, net of expenses, when compared with
a Core portfolio.
When competition increases and/or supply decreases, pricing often becomes negatively impacted relative to expected
collections, and yields tend to trend lower. The opposite tends to occur when competition decreases and/or supply increases.
Within a given portfolio type, to the extent that lower purchase price multiples are the result of more competitive pricing and
lower yields, this will generally lead to higher amortization rates and lower profitability. As portfolio pricing becomes more
favorable on a relative basis, our profitability will tend to increase. Profitability within given Core portfolio types may also be
impacted by the age and quality of the receivables, which impact the cost to collect those accounts.
The numbers presented in the following tables represent gross cash collections and do not reflect any costs to collect; therefore,
they may not represent relative profitability. We continue to make enhancements to our analytical abilities, with the intent to collect
more cash at a lower cost. To the extent we can improve our collection operations by collecting additional cash from a discrete
quantity and quality of accounts, and/or by collecting cash at a lower cost structure, we can positively impact profitability.
Revenue recognition under ASC 310-30 is driven by estimates of total collections as well as the timing of those collections.
We record new portfolio purchases based on our best estimate of the cash flows expected at acquisition, which reflects the
uncertainties inherent in the purchase of past due loans and the results of our underwriting process. Subsequent to the initial
booking, as we gain collection experience and confidence with a pool of accounts, we continuously update ERC. These processes,
along with the aforementioned operational enhancements, have tended to cause the ratio of ERC to purchase price for any given
year of buying to gradually increase over time. As a result, our estimate of total collections has often increased as pools have aged.
44
Thus, all factors being equal in terms of pricing, one would typically tend to see a higher collection to purchase price ratio from
a pool of accounts that was six years from purchase than say a pool that was just two years from purchase.
Due to all the factors described above, readers should be cautious when making comparisons of purchase price multiples
among periods and between types of receivables.
45
Purchase Period
Purchase Price (3)
Americas-Core
Net Finance
Receivables (4)
ERC-Historical
Period Exchange
Rates (5)
Total Estimated
Collections (6)
ERC-Current
Period Exchange
Rates (7)
Current Purchase
Price Multiple
Original Purchase
Price Multiple (2)
Multiples Tables
Amounts in thousands
1996 - 2004
$
254,734 $
— $
9,363 $
1,114,484 $
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014 (1)
2015
Subtotal
Americas-Insolvency
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
Subtotal
Total Americas
Europe-Core
2012
2013
2014 (1)
2015
Subtotal
Europe-Insolvency
2014
2015
Subtotal
Total Europe
113,865
90,039
179,836
166,507
125,179
148,285
209,871
254,807
391,801
406,687
448,817
2,790,428
7,468
29,301
17,627
78,524
108,579
156,001
209,107
181,277
251,999
228,163
149,167
65,231
1,482,444
4,272,872
20,459
20,372
798,669
425,200
1,264,700
10,880
19,659
30,539
1,295,239
4,019
4,553
12,274
13,377
5,543
14,026
31,058
71,695
176,813
240,782
396,931
971,071
—
13
34
195
1,159
—
843
14,371
46,727
81,276
82,955
63,735
291,308
1,262,379
173
2,134
528,744
385,063
916,114
6,498
17,122
23,620
939,734
12,857
12,161
42,309
35,519
51,881
78,972
146,540
230,958
506,912
639,641
802,271
2,569,384
26
167
409
1,135
2,342
10,603
17,804
33,941
76,831
121,022
106,225
78,369
448,874
3,018,258
1,004
3,767
1,525,141
634,693
2,164,605
11,924
25,241
37,165
291,680
198,804
450,948
379,839
453,507
525,544
718,186
704,913
1,050,401
988,930
919,279
7,796,515
14,616
43,983
32,440
106,480
169,448
475,136
554,047
361,022
372,050
337,824
194,146
81,764
2,742,956
10,539,471
31,197
22,308
2,009,128
680,307
2,742,940
16,606
27,247
43,853
2,201,770
2,786,793
Total PRA Group
$
5,568,111 $
2,202,113 $
5,220,028 $
13,326,264 $
9,363
12,857
12,161
42,309
35,519
51,881
78,972
146,540
230,958
506,912
629,865
801,192
2,558,529
26
167
409
1,135
2,342
10,603
17,804
33,941
76,831
121,022
106,003
78,369
448,652
3,007,181
914
3,364
1,346,448
614,037
1,964,763
10,847
24,031
34,878
1,999,641
5,006,822
438%
256%
221%
251%
228%
362%
354%
342%
277%
268%
243%
205%
196%
150%
184%
136%
156%
305%
265%
199%
148%
148%
130%
125%
152%
110%
252%
160%
153%
139%
300%
221%
225%
227%
220%
252%
247%
245%
226%
211%
204%
205%
174%
142%
139%
150%
163%
214%
184%
155%
136%
133%
124%
125%
187%
119%
208%
160%
129%
139%
(1) The amount reflected in the Purchase Price column includes the acquisition date finance receivable portfolios in Canada and
Europe that were acquired in connection with the Aktiv acquisition.
(2) The Original Purchase Price multiple represents the initial full year purchase price multiple in the year of acquisition.
(3) For our international amounts, purchase price is presented at the exchange rate at the end of the quarter in which the portfolio
was purchased. In addition, any purchase price adjustments that occur throughout the life of the pool are presented at the
period end exchange rate for the respective quarter of purchase.
(4) For our international amounts, Net Finance Receivables are presented at the December 31, 2015 exchange rate.
(5) For our international amounts, ERC-Historical Period Exchange Rates is presented at the period end exchange rate for the
respective quarter of purchase.
(6) For our international amounts, Total Estimated Collections is presented at the period end exchange rate for the respective
quarter of purchase.
(7) For our international amounts, ERC-Current Period Exchange Rates is presented at the December 31, 2015 exchange rate.
46
Purchase Period
Purchase Price (3)
Cash
Collections (2)
Americas-Core
Gross Revenue (2) Amortization (2)
Allowance (2)
Net Revenue (2)
Net Finance
Receivables (4)
Portfolio Financial Information
Amounts in thousands
1996 - 2004
$
254,734 $
9,601 $
9,601 $
— $
— $
9,601 $
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014 (1)
2015
113,865
90,039
179,836
166,507
125,179
148,285
209,871
254,807
391,801
406,687
448,817
Subtotal
Americas-Insolvency
2,790,428
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
Subtotal
Total Americas
Europe-Core
2012
2013
2014 (1)
2015
Subtotal
Europe-Insolvency
2014
2015
Subtotal
Total Europe
7,468
29,301
17,627
78,524
108,579
156,001
209,107
181,277
251,999
228,163
149,167
65,231
1,482,444
4,272,872
20,459
20,372
798,669
425,200
1,264,700
10,880
19,659
30,539
4,658
4,034
14,198
13,786
24,896
38,110
73,793
97,267
194,026
253,448
116,951
844,768
24
73
205
500
1,034
5,781
43,649
76,915
80,079
81,679
50,880
3,395
344,214
1,188,982
3,175
2,347
291,980
45,760
343,262
4,297
2,954
7,251
3,214
2,441
9,775
8,194
19,002
30,382
60,778
71,944
133,467
130,541
65,342
544,681
24
35
142
212
375
5,804
32,838
47,290
22,832
28,276
14,706
1,899
154,433
699,114
2,701
992
177,351
12,883
193,927
852
598
1,450
195,377
1,444
1,593
4,423
5,592
5,894
7,728
13,015
25,323
60,559
122,907
51,609
300,087
—
38
63
288
659
(23)
10,811
29,625
57,247
53,403
36,174
1,496
189,781
489,868
474
1,355
114,629
32,877
149,335
3,445
2,356
5,801
155,136
645,004 $
165
(150)
(300)
(1,100)
—
395
4,275
15,400
3,250
—
—
21,935
—
(15)
(40)
(100)
(100)
—
60
—
—
—
—
—
(195)
21,740
—
1,712
5,917
—
7,629
—
—
—
7,629
3,049
2,591
10,075
9,294
19,002
29,987
56,503
56,544
130,217
130,541
65,342
522,746
24
50
182
312
475
5,804
32,778
47,290
22,832
28,276
14,706
1,899
154,628
677,374
2,701
(720)
171,434
12,883
186,298
852
598
1,450
187,748
29,369 $
865,122 $
—
4,019
4,553
12,274
13,377
5,543
14,026
31,058
71,695
176,813
240,782
396,931
971,071
—
13
34
195
1,159
—
843
14,371
46,727
81,276
82,955
63,735
291,308
1,262,379
173
2,134
528,744
385,063
916,114
6,498
17,122
23,620
939,734
2,202,113
Total PRA Group
$
5,568,111 $
1,539,495 $
894,491 $
1,295,239
350,513
(1) The amount reflected in the Purchase Price column includes the acquisition date finance receivable portfolios in Canada and
Europe that were acquired in connection with the Aktiv acquisition.
(2) For our international amounts, amounts are presented using the average exchange rates during the current reporting period.
(3) For our international amounts, purchase price is presented at the exchange rate at the end of the quarter in which the portfolio
was purchased. In addition, any purchase price adjustments that occur throughout the life of the pool are presented at the
period end exchange rate for the respective quarter of purchase.
(4) For our international amounts, net finance receivables are presented at the December 31, 2015 exchange rate.
47
The following graph shows the purchase price of our portfolios by year since 2006.
* Excludes the $27.9 million and $34.7 million investment in a securitized fund in Poland during the years ended December 31,
2015 and December 31, 2014, respectively.
As shown in the above chart, the composition of our purchased portfolios shifted in favor of Insolvency accounts in 2009
and 2010, then returning to equilibrium with Core in 2011 and 2012. We began buying Insolvency accounts during 2004 and slowly
increased the volume of accounts we acquired through 2006 as we tested our models, refined our processes and validated our
operating assumptions. After observing a high level of modeling confidence in our early purchases, we began increasing our level
of purchases more dramatically commencing in 2007. Between 2013 and 2015, Core purchases exceeded those of Insolvency
accounts.
Our ability to profitably purchase and liquidate pools of Insolvency accounts provides diversity to our distressed asset
acquisition business. Although we generally buy Insolvency portfolios from many of the same consumer lenders from whom we
acquire Core customer portfolios, the volumes and pricing characteristics as well as the competitors are different. Based upon
market dynamics, the profitability of portfolios purchased in the Insolvency and Core markets may differ over time. We have found
periods when Insolvency accounts were more profitable and other times when Core accounts were more profitable. A primary
driver of portfolio profitability is determined by the amount of purchase price relative to the expected returns of the acquired
portfolios. When pricing becomes more competitive due to reduced portfolios available for purchase or increased demand from
competitors entering or increasing their presence in the market, prices tend to go up, driving down the purchase price multiple and
lowering the overall expected returns. When pricing relaxes due to market dynamics, purchase price multiples tend to increase,
thereby increasing the overall expected returns.
In order to collect our Core portfolios, we generally need to employ relatively higher amounts of labor and incur additional
collection costs to generate each dollar of cash collections as compared with Insolvency portfolios. In order to achieve acceptable
levels of net return on investment (after direct expenses), we are generally targeting a total cash collections to purchase price
multiple in the 2.0-3.0x range. On the other hand, Insolvency accounts generate the majority of their cash collections through the
efforts of bankruptcy courts and trustees. In this process, cash is remitted to our Company with no corresponding cost other than
the cost of filing claims at the time of purchase, court fees associated with the filing of ownership claim transfers and general
administrative costs for monitoring the progress of each account through the bankruptcy process. As a result, overall collection
costs are much lower for us when liquidating a pool of Insolvency accounts as compared to a pool of Core accounts, but conversely
the price we pay for Insolvency accounts is generally higher than Core accounts. We generally target similar net returns on investment
(measured after direct expenses) for Insolvency and Core portfolios at any given point in the market cycles. However, because of
the lower related collection costs, we can pay more for Insolvency portfolios, which causes the estimated total cash collections to
purchase price multiples of Insolvency pools generally to be in the 1.2-2.0x range. In summary, compared to a similar investment
in a pool of Core accounts, to the extent both pools had identical targeted net returns on investment (measured after direct expenses),
the Insolvency pool would be expected to generate less revenue, less direct expenses, similar operating income, and a higher
operating margin. From time to time, especially in Europe, we purchase Core portfolios which consist of a majority of paying
previously charged-off accounts. These portfolios have some of the same financial dynamics as Insolvency accounts, with lower
collection costs and lower purchase price multiples.
48
As a result of these purchase price and collection cost dynamics, the mix of our portfolios impacts the relative profitability
we realize in a given year. We minimize the impact of higher pricing, to the degree possible, with increased analytics used to score
Core accounts and determine on which of those accounts to focus our collection efforts.
We utilize a long-term approach to collecting our owned portfolios of receivables. This approach has historically caused us
to realize significant cash collections and revenues from purchased portfolios of finance receivables years after they are originally
acquired. As a result, we have in the past been able to temporarily reduce our level of current period acquisitions without a material
negative current period impact on cash collections and revenue.
49
The following tables, which exclude any proceeds from cash sales of finance receivables, illustrate historical cash collections,
by year, on our portfolios.
Purchase
Period
Purchase
Price (3)
1996 -
2004
Americas-Core
Cash Collections by Year, By Year of Purchase (2)
Amounts in thousands
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
Total
$ 254,734 $466,629 $167,854 $134,321 $ 94,075 $ 58,820 $ 44,275 $ 35,586 $ 31,123 $ 24,873 $
17,648 $
13,061 $
9,601 $1,097,866
— 15,191
59,645
57,927
42,731
30,048
22,351
16,769
13,052
— 17,363
43,736
34,038
25,351
19,522
16,663
11,895
— 39,412
87,039
69,175
60,230
50,996
39,585
— 47,253
72,080
62,363
53,654
42,850
— 40,703
95,627
84,339
69,385
— 47,076
113,554
109,873
9,747
8,316
28,244
31,307
51,121
82,014
6,703
5,724
19,759
21,027
35,555
55,946
4,658
4,034
14,198
13,786
24,896
38,110
73,793
97,267
278,822
186,642
408,638
344,320
401,626
446,573
571,646
473,955
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 61,971
174,461
152,908
108,513
— 56,901
173,589
146,198
—
—
—
—
—
—
101,614
247,849
194,026
543,489
—
—
92,660
253,448
346,108
—
116,951
116,951
Subtotal
2,790,428
466,629
183,045
211,329
235,150
269,881
281,632
342,755
429,069
542,875
656,508
752,995
844,768
5,216,636
4,554
3,777
3,956
2,777
15,500
11,934
1,455
6,845
6,522
496
3,318
4,398
164
1,382
2,972
149
466
1,526
108
250
665
27,972
25,630
22,829
16,093
7,551
9,455
2,850
— 14,024
35,894
37,974
35,690
28,956
— 16,635
81,780
102,780
107,888
90
169
419
1,206
11,650
95,725
74
102
261
714
1,884
53,945
—
—
—
—
—
—
— 39,486
104,499
125,020
121,717
101,873
—
—
—
—
—
— 15,218
66,379
82,752
—
—
—
—
— 17,388
103,610
—
—
—
—
—
—
52,528
—
—
85,816
94,141
82,596
37,045
—
24
73
205
500
1,034
5,781
43,649
76,915
80,079
81,679
50,880
3,395
14,590
43,816
32,031
105,345
167,106
464,534
536,244
327,080
295,218
216,803
87,925
3,395
Subtotal
1,482,444
743
8,331
25,064
27,016
56,818
86,371
186,587
276,421
354,205
469,866
458,451
344,214
2,294,087
Total
Americas
4,272,872
467,372
191,376
236,393
262,166
326,699
368,003
529,342
705,490
897,080
1,126,374
1,211,446
1,188,982
7,510,723
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
5,608
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 11,604
—
—
—
—
—
—
8,995
7,068
—
—
5,641
8,540
3,175
2,347
29,415
17,955
153,180
291,980
445,160
—
45,760
45,760
— 11,604
16,063
167,361
343,262
538,290
—
—
—
—
—
—
—
—
—
5
—
5
4,297
2,954
7,251
4,302
2,954
7,256
— 11,604
16,063
167,366
350,513
545,546
1996 -
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014 (1)
2015
113,865
90,039
179,836
166,507
125,179
148,285
209,871
254,807
391,801
406,687
448,817
—
—
—
—
—
—
—
—
—
—
Americas-Insolvency
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
7,468
29,301
17,627
78,524
108,579
156,001
209,107
181,277
251,999
228,163
149,167
65,231
743
—
—
—
—
—
—
—
—
—
—
—
Europe-Core
2012
2013
2014 (1)
2015
20,459
20,372
798,669
425,200
Subtotal
1,264,700
Europe-Insolvency
10,880
19,659
30,539
1,295,239
2014
2015
Subtotal
Total
Europe
Total
PRA
Group
$5,568,111 $467,372 $191,376 $236,393 $ 262,166 $ 326,699 $ 368,003 $ 529,342 $ 705,490 $ 908,684 $1,142,437 $1,378,812 $1,539,495 $8,056,269
(1) The amount reflected in the Purchase Price column includes the acquisition date finance receivable portfolios in Canada and
Europe that were acquired in connection with the Aktiv acquisition.
(2) For our international amounts, cash collections are presented using the average exchange rates during the cash collection
period.
(3) For our international amounts, purchase price is presented at the exchange rate at the end of the quarter in which the portfolio
was purchased. In addition, any purchase price adjustments that occur throughout the life of the pool are presented at the
period end exchange rate for the respective quarter of purchase.
50
Collections Productivity (Domestic Portfolio)
The following tables display various collections productivity measures that we track.
Cash Collections per Collector Hour Paid
Domestic Portfolio
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$
$
$
$
2015
2014
2013
2012
2011
Core cash collections (1)
$
247
245
250
239
$
223
220
217
203
$
193
190
191
190
$
166
169
171
150
2015
2014
2013
2012
2011
Total cash collections (2)
$
350
344
343
325
$
337
354
338
310
$
304
315
310
308
$
258
275
279
245
2015
2014
2013
2012
2011
Non-legal cash collections (3)
$
294
288
287
273
$
282
293
280
259
$
251
261
259
256
$
216
225
230
200
Non-legal/non-insolvency cash collections (4)
2015
2014
2013
2012
2011
$
191
188
194
187
$
167
158
159
151
$
140
137
140
138
$
125
120
122
105
162
154
152
137
241
243
249
228
204
205
212
194
125
116
115
103
(1) Represents total cash collections less Insolvency cash collections from trustee-administered accounts. This metric includes
cash collections from Insolvency accounts administered by the Core call center as well as cash collections generated by our
internal staff of legal collectors. This calculation does not include hours paid to our internal staff of legal collectors or to
employees processing the required notifications to trustees on Insolvency accounts.
(2) Represents total cash collections (assigned and unassigned) divided by total hours paid (including holiday, vacation and sick
time) to collectors (including those in training).
(3) Represents total cash collections less external legal cash collections. This metric includes internal legal collections and all
insolvency collections and excludes any hours associated with either of those functions.
(4) Represents total cash collections less external legal cash collections and less Insolvency cash collections from trustee-
administered accounts. This metric does not include any labor hours associated with the Insolvency or legal (internal or
external) functions but does include internally-driven cash collections from the internal legal channel.
51
Seasonality
Cash collections in the Americas tend to be higher in the first and second quarters of the year and lower in the third and
fourth quarters of the year; by contrast, cash collections in Europe tend to be higher in the third and fourth quarters of the year.
Customer payment patterns are affected by seasonal employment trends, income tax refunds and holiday spending habits
geographically.
The following table displays our quarterly cash collections by geography and portfolio type, for the periods indicated.
Cash Collections by Geography and Type
Amounts in thousands
2015
2014
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Americas-Core
$ 195,835
$ 210,725
$ 218,838
$ 219,371
$ 185,921
$ 189,027
$ 190,229
$ 187,818
Americas-Insolvency
Europe-Core
Europe-Insolvency
73,842
97,149
2,545
81,865
85,635
2,528
92,974
76,602
1,210
95,533
83,876
967
103,104
110,544
124,101
120,702
84,398
73,172
5
—
4,944
—
4,847
—
Total Cash Collections $ 369,371
$ 380,753
$ 389,624
$ 399,747
$ 373,428
$ 372,743
$ 319,274
$ 313,367
The following table provides additional details on the composition of our U.S. Core cash collections for the periods indicated.
Domestic Portfolio Core Cash Collections by Source
Amounts in thousands
2015
2014
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
$ 108,979
$ 117,560
$ 121,148
$ 122,316
$ 95,784
$ 92,814
$ 90,128
$ 92,889
42,432
47,318
49,995
49,578
46,761
49,930
55,011
50,990
38,998
41,338
42,482
42,464
38,157
41,400
45,090
43,939
$ 190,409
$ 206,216
$ 213,625
$ 214,358
$ 180,702
$ 184,144
$ 190,229
$ 187,818
Call Center and Other
Collections
External Legal
Collections
Internal Legal
Collections
Total Domestic Core
Cash Collections
Portfolio Purchasing
The following table displays our quarterly portfolio purchases for the periods indicated.
Portfolio Purchase by Geography and Type
Amounts in thousands
2015
2014
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Americas-Core
$ 120,554
$ 90,912
$ 98,317
$ 138,498
$ 119,714
$ 118,018
$ 91,904
$ 79,085
Americas-Insolvency
Europe-Core (1)(2)
Europe-Insolvency
Total Portfolio
Purchasing
20,589
79,735
4,976
9,300
240,385
3,959
19,111
88,499
2,450
16,437
21,579
8,510
24,949
38,535
123,194
734,803
11,625
—
16,187
1,121
—
72,003
1,626
—
$ 225,854
$ 344,556
$ 208,377
$ 185,024
$ 279,482
$ 891,356
$ 109,212
$ 152,714
(1) Excludes the $27.9 million and $34.7 million investments in a securitized fund in Poland during the three months ended
March 31, 2015 and December 31, 2014, respectively.
(2) The amount reflected in Q3 of 2014 includes the nonperforming loan portfolios that were acquired as a result of the Aktiv
acquisition.
52
Portfolio Purchases by Stratifications (Domestic Only)
The following table categorizes our life-to-date domestic portfolio purchases as of December 31, 2015 into major asset type,
delinquency category, and geographic location.
Domestic Portfolio Purchases by Stratification, life-to-date
Amounts in thousands
Stratifications
Number of Accounts
%
Face Value (1)
%
Original Purchase
Price (2)
%
Major Asset Type
Major Credit Cards
Consumer Finance
Private Label Credit Cards
Auto Deficiency
Total
Delinquency Category
Fresh
Primary
Secondary
Tertiary
Insolvency
Other
Total
Geographic Location
California
Texas
Florida
New York
Ohio
Pennsylvania
Illinois
North Carolina
Georgia
Other (3)
Total
21,468
6,717
11,883
681
53% $
57,442,103
66% $
16
29
2
8,743,105
15,648,519
4,854,055
10
18
6
2,569,390
161,500
1,421,946
164,472
60%
4
33
3
40,749
100%
86,687,782
100%
4,317,308
100%
4,456
5,331
9,327
4,871
5,895
10,869
40,749
4,418
5,456
3,265
2,340
1,846
1,500
1,544
1,488
1,353
17,539
40,749
11%
13
23
12
14
27
100%
11%
13
8
6
5
4
4
4
3
42
100%
9,750,541
10,103,052
12,381,615
6,797,760
23,983,733
23,671,081
86,687,782
11,383,515
9,268,692
8,082,552
5,036,132
3,256,214
3,188,738
3,125,019
3,092,561
2,880,124
37,374,235
86,687,782
11%
1,171,173
27%
12
14
8
28
27
638,657
640,610
136,788
1,548,741
181,339
15
15
3
36
4
100%
4,317,308
100%
13%
11
9
6
4
4
4
4
3
42
100%
536,579
380,842
378,331
225,290
176,130
160,055
170,225
153,530
12%
9
9
5
4
4
4
4
168,398
1,967,928
4,317,308
4
45
100%
(1) Represents the original face amount purchased from sellers and has not been reduced by any adjustments, including payments
and buybacks.
(2) Represents the cash paid to sellers to acquire portfolios of nonperforming loans and has not been reduced by any adjustments,
including payments and buybacks.
(3) Each state included in "Other" represents less than 2% of the face value of total life-to-date domestic purchases.
Investments in Securitized Assets
We hold a majority interest in a closed-end Polish investment fund. The fund was formed in December 2014 to acquire
portfolios of nonperforming loans in Poland. Our investment consists of a 100% interest in the Series B certificates and a 20%
interest in the Series C certificates. Each certificate comes with one vote and is governed by a co-investment agreement. Series C
certificates, which share equally in the residual profit of the fund, are accounted for as debt securities classified as available-for-
sale and are stated at fair value. Income is recognized using the effective yield method.
53
The total initial investment by the Polish investment fund in finance receivables is $62.6 million. The gross estimated
remaining collections and gross total estimated collections, related to our proportional ownership of the fund are $108.1 million
and $123.9 million, respectively at December 31, 2015.
Estimated Remaining Collections
The following chart shows our ERC by geographical region at December 31, 2015 (amounts in millions).
Liquidity and Capital Resources
As of December 31, 2015, cash and cash equivalents totaled $71.4 million, compared to $39.7 million at December 31, 2014.
At December 31, 2015, we had approximately $1.7 billion in borrowings outstanding with $446.8 million of availability under all
of our credit facilities (subject to the borrowing base and applicable debt covenants). See the "Borrowings" section below for more
information. Conversely, at December 31, 2014, we had approximately $1.5 billion outstanding on the revolving portion of our
credit facility with availability of $352.9 million (subject to the borrowing base and applicable debt covenants).
Our operating activities provided cash of $186.7 million, $267.9 million, and $225.1 million for the years ended December 31,
2015, 2014, and 2013, respectively. In these periods, cash from operations was generated primarily from net income earned through
cash collections and fee income received for the period.
Our investing activities used cash of $282.3 million, approximately $1.0 billion, and $175.6 million for the years ended
December 31, 2015, 2014, and 2013, respectively. Cash provided by investing activities is primarily driven by cash collections
applied to principal on finance receivables. Cash used in investing activities is primarily driven by acquisitions of nonperforming
loans, purchases of property and equipment, and business acquisitions. The change in net cash used in investing activities is
primarily due to net cash payments for corporate acquisitions totaling $1.4 million, $851.2 million, and zero for the years ended
December 31, 2015, 2014, and 2013. The change was also due to an increase in acquisitions of finance receivables, excluding the
acquisition date Aktiv portfolios purchased in 2014, which increased to $955.0 million for the year ended December 31, 2015
compared to $682.4 million and $638.6 million for the years ended December 31, 2014 and 2013, respectively. In addition, we
had net sales and maturities of investments of $14.1 million for the year ended December 31, 2015, compared to net purchases of
investments of $44.0 million and zero for the years ended December 31, 2014 and 2013, respectively. This increase was partially
offset by an increase in collections applied to principal on finance receivables of $674.4 million, $571.3 million, and $478.9 million
for the years ended December 31, 2015, 2014, and 2013, respectively.
Our financing activities provided cash of $136.5 million, $648.0 million and $79.8 million for the years ended December 31,
2015, 2014, and 2013, respectively. Cash for financing activities is normally provided by draws on our line of credit, proceeds
from long-term debt and gross proceeds from convertible debt offerings. Cash used in financing activities is primarily driven by
principal payments on our lines of credit, principal payments on long-term debt and repurchases of our common stock. The decrease
54
in cash provided by financing activities for the year ended December 31, 2015 compared to the year ended December 31, 2014
was primarily due to the additional funding required in 2014 for the Aktiv acquisition. During the year ended December 31, 2015,
net draws on our lines of credit totaled $327.2 million and repayments on our long-term debt totaled $47.4 million. During the
year ended December 31, 2014, net draws on our lines of credit and long-term debt totaled $409.0 million and $264.1 million,
respectively. During the year ended December 31, 2013, net repayments on our lines of credit and long-term debt totaled
$127.0 million and $5.5 million, respectively. The increase in cash provided by financing activities in 2014 compared to 2013 was
primarily attributable to the additional funding required for the Aktiv acquisition mentioned above. In addition, cash flow related
to financing activities was impacted by stock repurchases of $165.5 million, $33.2 million, and $58.5 million for the years ended
December 31, 2015, 2014, and 2013, respectively.
Cash paid for interest was $49.8 million, $31.8 million, and $9.8 million for the years ended December 31, 2015, 2014, and
2013, respectively. Interest was paid on our revolving credit facilities, long-term debt, convertible debt and interest rate swap
agreements. The increase during the year ended December 31, 2015 as compared to 2014 and 2013, was mainly attributable to the
interest paid on debt assumed and additional funding required for the Aktiv acquisition. Cash paid for income taxes was
$86.3 million, $47.9 million, and $105.7 million for the years ended December 31, 2015, 2014, and 2013, respectively. The increase
in taxes paid for the year ended December 31, 2015 compared to the year ended December 31, 2014, is primarily due to the
utilization of foreign net operating losses and the full year inclusion of Aktiv cash paid for taxes. The decrease in taxes paid for
the year ended December 31, 2014 compared to the year ended December 31, 2013 is primarily due to lower taxable income in
2014, as well as an income tax refund in 2014 due to the overpayment of prior year taxes.
We have in place forward flow commitments for the purchase of nonperforming loans over the next twelve months with a
maximum purchase price of $541.1 million as of December 31, 2015. We may enter into new or renewed flow commitments in
the next twelve months and close on spot transactions in addition to the aforementioned flow agreements. We believe that funds
generated from operations and from cash collections on finance receivables, together with existing cash and available borrowings
under our credit facility will be sufficient to finance our operations, planned capital expenditures, the aforementioned forward
flow commitments, and additional, normal-course portfolio purchasing during the next twelve months. Business acquisitions or
higher than normal levels of portfolio purchasing could require additional financing from other sources.
As described in Note 15, the IRS has issued Notices of Deficiency to us for the tax years ended December 31, 2005 through
2012 related to our use of the cost recovery method of tax revenue recognition on our finance receivables. The Tax Court set this
matter for trial, to begin on September 19, 2016.
We believe we have sufficient support for the technical merits of our position. However, if we are unsuccessful in the Tax
Court and any potential appeals, we may ultimately be required to pay the related deferred taxes, and possibly interest and penalties.
Deferred tax liabilities related to this item were $251.7 million at December 31, 2015. Any adverse determination on this matter
could result in our amending state tax returns for prior years, increasing our taxable income in those states. Our estimate of the
potential federal and state interest is $91.0 million as of December 31, 2015. Accordingly, an adverse determination on this matter
could have a material adverse effect on our liquidity.
As described in Note 15, an unfavorable jury verdict was delivered against the Company in the Portfolio Recovery Associates,
LLC v. Guadalupe Mejia matter. The jury awarded Guadalupe Mejia $251,000 in compensatory damages and $82,009,549 in
punitive damages for her counter-claim against the Company, alleging malicious prosecution and impermissible collection practices.
The Company believes the verdict and magnitude of the award to be erroneous and appealed the award. Unless overturned or
significantly reduced, the award could result in a loss of up to the amount of the jury award, materially impacting our liquidity.
Cash generated from operations is dependent upon our ability to collect on our finance receivables. Many factors, including
the economy and our ability to hire and retain qualified collectors and managers, are essential to our ability to generate cash flows.
Fluctuations in these factors that cause a negative impact on our business could have a material impact on our future cash flows.
On December 10, 2014, the Company's board of directors authorized a share repurchase program to purchase up to
$100 million of the Company's outstanding shares of common stock on the open market. During the year ended December 31,
2015, the Company purchased 1,610,082 shares of its common stock under the share repurchase program at an average price of
$53.10 per share. This concluded purchasing under this plan.
On October 22, 2015, the Company's board of directors authorized a new share repurchase program to purchase up to
$125 million of the Company's outstanding shares of common stock on the open market. Repurchases depend on prevailing market
conditions and other factors. The repurchase program may be suspended or discontinued at any time. During 2015, we purchased
2,072,721 shares of our common stock under the new share repurchase program at an average price of $38.60 per share. At
December 31, 2015, the maximum remaining purchase price for share repurchases under the new program is approximately
$45.0 million.
55
Borrowings
Domestic Revolving Credit and Term Loan
On December 19, 2012, we entered into a credit facility with Bank of America, N.A., as administrative agent, and a syndicate
of lenders named therein (such agreement as later amended or modified, the "Credit Agreement"). On August 4, 2015, we entered
into a fifth amendment (the "Fifth Amendment") to the Credit Agreement. Among other things, the Fifth Amendment (a) added
Bank of America, N.A., acting through its Canada branch, as Canadian Administrative Agent under the Credit Agreement, (b)
added our wholly-owned subsidiary, PRA Group Canada Inc., as a Borrower under the Credit Agreement, (c) removed the Financial
Covenant with respect to Consolidated Tangible Net Worth, (d) terminated the Multi Currency Revolving B Commitments, (e)
added $50.0 million of Canadian Revolving Commitments, (f) modified the definition of Permitted Acquisitions to increase the
baskets included therein, (g) permits our subsidiaries organized under the laws of Brazil to borrow up to $150.0 million and to
grant liens with respect to such borrowings, and (h) acknowledged the change of our legal name in October 2014 to PRA Group,
Inc. On September 30, 2015, we entered into a sixth amendment to the Credit Agreement which increased the allowable amount
of stock repurchases during the term of the agreement to $315 million and removed the requirement that we cannot exceed
$100 million in share repurchases during a given year. On December 23, 2015, we fully exercised the accordion feature available
under the Credit Agreement. The commitments of two existing Lenders under its domestic revolving credit facility were increased,
and an additional Lender was included. This execution of the accordion feature under the Credit Agreement increased by
$125 million the commitments under the domestic revolving credit facility, bringing the total amount available under the domestic
revolving credit facility to an aggregate principal amount of $725 million.
The total credit facility under the Credit Agreement includes an aggregate principal amount of $945.0 million (subject to
compliance with a borrowing base and applicable debt covenants), which consists of (i) a fully-funded $170.0 million term loan,
(ii) a $725 million domestic revolving credit facility, of which $198.0 million is available to be drawn, and (iii) a $50 million
Canadian revolving credit facility, of which $35.2 million is available to be drawn. The facilities all mature on December 19, 2017.
The term and revolving loans accrue interest, at the option of the Company, at either the base rate or the Eurodollar rate (as defined
in the Credit Agreement) for the applicable term plus 2.50% per annum in the case of the Eurodollar rate loans and 1.50% in the
case of the base rate loans. The base rate is the highest of (a) the Federal Funds Rate (as defined in the Credit Agreement) plus
0.50%, (b) Bank of America's prime rate, and (c) the Eurodollar rate plus 1.00%. The Company's revolving credit facility includes
a $20 million swingline loan sublimit and a $20 million letter of credit sublimit. The Credit Agreement is secured by a first-priority
lien on substantially all of our assets.
Borrowings outstanding on this credit facility at December 31, 2015 consisted of $170.0 million outstanding on the term
loan with an annual interest rate as of December 31, 2015 of 2.92% and $541.8 million outstanding in 30-day Eurodollar rate loans
on the revolving facility with a weighted average interest rate of 2.89%. At December 31, 2014, our borrowings on this credit
facility consisted of $185.0 million outstanding on the term loan with an annual interest rate as of December 31, 2014 of 2.67%
and $409.0 million outstanding in 30-day Eurodollar rate loans on the revolving facility with a weighted average interest rate of
2.68%.
Note Payable
In conjunction with the closing of the Aktiv business acquisition on July 16, 2014, we entered into a $169.9 million promissory
note with an affiliate of the seller in the Aktiv transaction. On May 22, 2015, we amended the note to extend the maturity date to
January 19, 2016 and allow the Company an option to extend the maturity to July 19, 2016. On December 30, 2015, we exercised
the option to extend the maturity date to July 19, 2016. The note bears interest at the three-month London Interbank Offered Rate
("LIBOR") plus 3.75%. The quarterly interest due can be paid or rolled into the note payable balance at our option. At December 31,
2015 and 2014, the balance due on the note was $169.9 million with an annual interest rate of 4.36% and 4.01%, respectively.
Multicurrency Revolving Credit Facility
On October 23, 2014, we entered into a credit agreement with DNB Bank ASA for a Multicurrency Revolving Credit Facility
(such agreement as later amended or modified, "the Multicurrency Revolving Credit Agreement"). Subsequently, two other lenders
joined the credit facility and on June 12, 2015, we entered into a first amendment to the Multicurrency Revolving Credit Agreement
which provided, among other things, an increase in the total commitments from $500 million to an aggregate of $750 million,
subject to certain requirements, and an increase in the maximum ERC ratio from 28% to 33%, subject to the payment of additional
associated fees. Under the terms of the Multicurrency Revolving Credit Agreement, the credit facility includes an aggregate amount
of $750 million, of which $192.2 million is available to be drawn, accrues interest at the Interbank Offered Rate ("IBOR") plus
2.50-3.30% (as determined by the ERC Ratio as defined in the Multicurrency Revolving Credit Agreement), bears an unused line
fee of 1.05% per annum, payable monthly in arrears, and matures on October 23, 2019. The Multicurrency Revolving Credit
Agreement also includes an Overdraft Facility aggregate amount of $40 million, of which $21.4 million is available to be drawn,
56
accrues interest at the IBOR plus 2.50-3.00% (as determined by the ERC Ratio as defined in the Multicurrency Revolving Credit
Agreement), bears a facility line fee of 0.125% per annum, payable quarterly in arrears, and also matures October 23, 2019.
The Multicurrency Revolving Credit Agreement is secured by the shares of most of our European subsidiaries and by all
intercompany loan receivables in Europe.
At December 31, 2015, the balance on the Multicurrency Revolving Credit Agreement was $576.4 million, with a weighted
average annual interest rate of 3.64%.
On February 19, 2016, we entered into a second amendment to the Multicurrency Revolving Credit Agreement which
provided, among other things, (i) the extension of the final repayment date to February 19, 2021, (ii) an increase to the total
commitments from $750 million to $900 million, subject to certain requirements, (iii) the ability to obtain shareholder loans of up
to 10% of the Total Commitment (as defined in the Multicurrency Revolving Credit Agreement) under certain circumstances, and
(iv) an ERC ratio (as defined in Multicurrency Revolving Credit Agreement) ranging from and an increase in the maximum ERC
ratio from 32.2% to 38.7% depending on the mix of portfolios owned, subject to the payment of additional associated fees.
Aktiv Subordinated Loan
On December 16, 2011, Aktiv entered into a subordinated loan agreement with Metrogas Holding Inc., an affiliate with
Geveran Trading Co. Ltd (the "Commitment"). During the first quarter of 2015, the Company elected to prepay (as allowed for
in the agreement) the outstanding balance on the Aktiv subordinated loan of $30.0 million and terminate the agreement. The Aktiv
subordinated loan accrued interest at LIBOR plus 3.75%, and originally was scheduled to mature on January 16, 2016.
Convertible Senior Notes
On August 13, 2013, we completed the private offering of $287.5 million in aggregate principal amount of the Notes. The
Notes were issued pursuant to an Indenture, dated August 13, 2013 (the "Indenture") between us and Wells Fargo Bank, National
Association, as trustee. The Indenture contains customary terms and covenants, including certain events of default after which the
Notes may be due and payable immediately. The Notes are senior unsecured obligations of the Company. Interest on the Notes is
payable semi-annually, in arrears, on February 1 and August 1 of each year, beginning on February 1, 2014.
We were in compliance with all covenants under our financing arrangements as of December 31, 2015 and 2014.
Undistributed Earnings of Foreign Subsidiaries
We intend to use remaining accumulated and future undistributed earnings of foreign subsidiaries to expand operations
outside the United States; therefore, such undistributed earnings of foreign subsidiaries are considered to be indefinitely reinvested
outside the United States. Accordingly, no provision for federal and state income tax has been provided thereon. If management's
intentions change and eligible undistributed earnings of foreign subsidiaries are repatriated, we would be subject to additional U.S.
income taxes and withholding taxes payable to various foreign jurisdictions, where applicable. This could result in a higher effective
tax rate in the period in which such a decision is made to repatriate accumulated or future undistributed foreign earnings. The
amount of cash on hand related to foreign operations with permanently reinvested earnings was $51.5 million and $23.0 million
as of December 31, 2015 and 2014, respectively. Refer to the Notes of the Consolidated Financial Statements for further information
related to our income taxes and undistributed foreign earnings.
Stockholders' Equity Attributable to PRA Group, Inc.
Stockholders' equity was $800.5 million at December 31, 2015 and $902.2 million at December 31, 2014. The decrease was
primarily attributable to net foreign currency translation losses of $112.9 million and share repurchases of $165.5 million offset
by $167.9 million in net income attributable to PRA Group, Inc. during the year ended December 31, 2015.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements as of December 31, 2015 as defined by Item 303(a)(4) of Regulation S-
K promulgated under the Securities Exchange Act of 1934.
57
Contractual Obligations
Our contractual obligations as of December 31, 2015 were as follows (amounts in thousands):
Contractual Obligations
Operating leases
Line of credit (1)
Long-term debt (2)
Purchase commitments (3)
Employment agreements
Total
Payments due by period
Total
Less than 1
year
1 - 3 years
3 - 5 years
More than 5
years
$
39,171
$
10,894
$
17,286
$
7,816
$
3,175
1,235,641
732,109
542,402
21,856
38,725
208,039
450,132
8,822
602,353
171,996
65,886
13,034
594,563
352,074
26,384
—
—
—
—
—
$ 2,571,179
$
716,612
$
870,555
$
980,837
$
3,175
(1) This amount includes estimated interest and unused line fees due on our domestic and multicurrency lines of credit and assumes
that the balances on the lines of credit remain constant from the December 31, 2015 balances of $541.8 million and
$576.4 million, respectively.
(2) This amount includes scheduled interest and principal payments on our term loans and our convertible debt.
(3) This amount includes the maximum remaining amount to be purchased under forward flow contracts for the purchase of
nonperforming loans in the amount of approximately $541.1 million.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles.
Our significant accounting policies are discussed in Note 1 of the Notes to the Consolidated Financial Statements. Our significant
accounting policies are fundamental to understanding our results of operations and financial condition because they require that
we use estimates, assumptions and judgments that affect the reported amounts of revenues, expenses, assets, and liabilities.
Three of these policies are considered to be critical because they are important to the portrayal of our financial condition and
results, and because they require management to make judgments and estimates that are difficult, subjective, and complex regarding
matters that are inherently uncertain.
We base our estimates on historical experience, current trends and on various other assumptions that we believe are reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. If these estimates differ significantly from actual results, the impact on our
consolidated financial statements may be material.
Management has reviewed these critical accounting policies with the Company's Audit Committee.
Revenue Recognition - Finance Receivables
We account for our investment in finance receivables under the guidance of ASC 310-30. Revenue recognition for finance
receivables accounted for under ASC 310-30 involves the use of estimates and the exercise of judgment on the part of management.
These estimates include projections of the quantity and timing of future cash flows and economic lives of our pools of finance
receivables. Significant changes in such estimates could result in increased or decreased revenue or the incurrence of allowance
charges.
We implement the accounting for income recognized on finance receivables under ASC 310-30 as follows:
We create each accounting pool using our projections of estimated cash flows and expected economic life. We then compute
the effective yield that fully amortizes the pool over a reasonable expectation of its economic life based on the current projections
of estimated cash flows. As actual cash flow results are recorded, we balance those results to the data contained in our proprietary
models to ensure accuracy, then review each pool watching for trends, actual performance versus projections and curve shape (a
graphical depiction of the timing of cash flows), regularly re-forecasting future cash flows utilizing our statistical models. The
review process is primarily performed by our finance staff; however, our operational and statistical staff are also involved, providing
updated statistical input and cash projections to the finance staff. Significant judgment is used in evaluating whether
overperformance is due to an increase in projected cash flows or an acceleration of cash flows (a timing difference). If determined
to be a significant increase in expected cash flows, we will recognize the effect of the increase prospectively first through an
adjustment to any previously recognized valuation allowance for that pool and then through an increase in yield. If the
overperformance is determined to be due to a timing difference, we will: a) adjust estimated future cash flows downward which
effectively extends the amortization period to fall within a reasonable expectation of the pool's economic life, b) adjust future cash
58
flow projections as noted previously coupled with an increase in yield in order for the amortization period to fall within a reasonable
expectation of the pool's economic life, or c) take no action at all if the amortization period falls within a reasonable expectation
of the pool's expected economic life. To the extent there is underperformance, we will record an allowance if the underperformance
is significant and will also consider revising estimated future cash flows based on current period information, or take no action if
the pool's amortization period is reasonable and falls within the currently projected economic life.
Valuation of Acquired Intangibles and Goodwill
In accordance with ASC Topic 350, "Intangibles-Goodwill and Other" ("ASC 350"), we amortize intangible assets over their
estimated useful lives. Goodwill, pursuant to ASC 350, is not amortized but rather is evaluated for impairment annually and more
frequently if indicators of potential impairment exist. Goodwill is reviewed for potential impairment at the reporting unit level. A
reporting unit is an operating segment or one level below.
Goodwill is evaluated for impairment either under the qualitative assessment option or the two-step test approach depending
on facts and circumstances of a reporting unit, including the excess of fair value over carrying amount in the last valuation or
changes in business environment. If the Company qualitatively determines it is more likely than not that the fair value of a reporting
unit is greater than its carrying amount, the two-step impairment test is unnecessary. Otherwise, goodwill is evaluated for impairment
using the two-step test, where the carrying amount of a reporting unit is compared to its fair value in Step 1; if the fair value exceeds
the carrying amount, Step 2 is unnecessary. If the carrying amount exceeds the reporting unit’s fair value, this could indicate
potential impairment and Step 2 of the goodwill evaluation process is required to determine if goodwill is impaired and to measure
the amount of impairment loss to recognize, if any. When Step 2 is necessary, the fair value of individual assets and liabilities is
determined using valuations (which in some cases may be based in part on third-party valuation reports), or other observable
sources of fair value, as appropriate. If the carrying amount of goodwill exceeds its implied fair value, the excess is recognized as
an impairment loss.
We determine the fair value of a reporting unit by applying the approaches prescribed under the fair value measurement
accounting framework, the income approach, the market approach, and the transaction approach. Depending on the availability
of public data and suitable comparables, we may or may not use the market approach and the transaction approach or we may
emphasize the results from the approaches differently. Under the income approach, we estimate the fair value of a reporting unit
based on the present value of estimated future cash flows and a residual terminal value. Cash flow projections are based on
management's estimates of revenue growth rates, operating margins, necessary working capital, and capital expenditure
requirements, taking into consideration industry and market conditions. The discount rate used is based on the weighted-average
cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the
reporting unit's ability to execute on the projected cash flows. Under the market approach, we estimate fair value based on market
multiples of revenue and earnings derived from comparable publicly-traded companies with operating and investment
characteristics similar to the reporting unit. Under the transaction approach, we estimate fair value based on market multiples from
comparable transactions where the acquisition target has similar operating and investment characteristics to the reporting unit. The
transaction approach is less likely to be used given the lack of publicly available detailed data on transactions for comparable
companies.
Income Taxes
We are subject to the income tax laws of the various jurisdictions in which we operate, including U.S. federal, state, local,
and international jurisdictions. These tax laws are complex and are subject to different interpretations by the taxpayer and the
relevant government taxing authorities. When determining our domestic and foreign income tax expense, we must make judgments
about the application of these inherently complex laws.
We follow the guidance of ASC Topic 740 "Income Taxes" ("ASC 740") as it relates to the provision for income taxes and
uncertainty in income taxes. Accordingly, we record a tax provision for the anticipated tax consequences of the reported results
of operations. In accordance with ASC 740, the provision for income taxes is computed using the asset and liability method, under
which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between
the financial reporting and tax basis of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax
assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which
those tax assets are expected to be realized or settled. The evaluation of a tax position in accordance with the guidance is a two-
step process. The first step is recognition: the enterprise determines whether it is more-likely-than-not that a tax position will be
sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of
the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, the enterprise should
presume that the position will be examined by the appropriate taxing authority that would have full knowledge of all relevant
information. The second step is measurement: a tax position that meets the more-likely-than-not recognition threshold is measured
to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of
59
benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to
meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in
which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold
should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. We record interest
and penalties related to unrecognized tax benefits as a component of income tax expense.
In the event that all or part of the deferred tax assets are determined not to be realizable in the future, a valuation allowance
would be established and charged to earnings in the period such determination is made. If we subsequently realize deferred tax
assets that were previously determined to be unrealizable, the respective valuation allowance would be reversed, resulting in a
positive adjustment to earnings in the period such determination is made. The establishment or release of a valuation allowance
does not have an impact on cash, nor does such an allowance preclude the use of loss carry-forwards or other deferred tax assets
in future periods. The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the
application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with our expectations could have a
material impact on our results of operations and financial position.
For domestic income tax purposes, we recognize revenue using the cost recovery method with respect to our debt purchasing
business. We believe cost recovery to be an acceptable method for companies in the bad debt purchasing industry. Under the cost
recovery method, collections on finance receivables are applied first to principal to reduce the finance receivables to zero before
any income is recognized.
Our international expansion requires the use of material estimates and interpretations of complex tax laws in multiple
jurisdictions, and increases the complexity of our accounting for income taxes.
Recent Accounting Pronouncements
For a summary of recent accounting pronouncements and the anticipated effects on our consolidated financial statements
see Note 1 to the Consolidated Financial Statements "General and Summary of Significant Accounting Policies" as included in
this Annual Report on Form 10-K for the year ended December 31, 2015.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk
We are subject to interest rate risk from outstanding borrowings on our variable rate credit facilities. As such, our consolidated
financial results are subject to fluctuations due to changes in the market rate of interest. We assess this interest rate risk by estimating
the increase or decrease in interest expense that would occur due to a change in short-term interest rates. The borrowings on our
variable rate credit facilities were approximately $1.5 billion as of December 31, 2015. Assuming a 25 basis point decrease in
interest rates, for example, interest expense over the following twelve months would decrease by an estimated $3.1 million.
Assuming a 50 basis point increase in interest rates, interest expense over the following twelve months would increase by an
estimated $6.2 million.
To reduce the exposure to changes in the market rate of interest, we have entered into interest rate swap agreements for a
portion of our floating rate financing arrangements. Terms of the interest rate swap agreements require us to receive a variable
interest rate and pay a fixed interest rate. For the majority of our floating rate financing arrangements, we have no interest rate
swap agreements in place. The sensitivity calculations above consider the impact of our interest rate swap agreements.
The fair value of our interest rate swap agreements was a net liability of $1.6 million at December 31, 2015. A hypothetical
25 basis point decrease in interest rates would cause a decrease in the estimated fair value of our interest rate swap agreements
and the resulting estimated fair value would be a liability of $3.5 million at December 31, 2015. Conversely, a hypothetical 50
basis point increase in interest rates would cause an increase in the estimated fair value of our interest rate swap agreements and
the resulting estimated fair value would be an asset of $0.9 million at December 31, 2015.
Currency Exchange Risk
We operate internationally and enter into transactions denominated in foreign currencies, including the euro, the Great British
pound, the Canadian dollar, Norwegian kroner, Swiss franc, Danish kroner, Swedish kroner, Polish zloty, and Brazilian real. In
2015, we generated $219.6 million of revenues from operations outside the United States and used eight functional currencies.
Weakness in one particular currency might be offset by strength in other currencies over time.
As a result of our international operations, fluctuations in foreign currencies could cause us to incur foreign currency exchange
gains and losses, and could adversely affect our comprehensive income and stockholders' equity. Additionally, our reported financial
results could change from period to period due solely to fluctuations between currencies.
60
Foreign currency exchange gains and losses are the result of the re-measurement of account balances in certain currencies
into an entity's functional currency. Foreign currency gains and losses are included as a component of other income and (expense)
in our consolidated income statements.
When an entity's functional currency is different than the reporting currency of its parent, foreign currency translation
adjustments may occur. Foreign currency translation adjustments are included as a component of other comprehensive (loss)/
income in our consolidated statements of comprehensive income and as a component of equity in our consolidated balance sheets.
We are taking measures to mitigate the impact of foreign currency fluctuations. We have restructured our European operations
so that portfolio ownership and collections generally occurs within the same entity. Our European credit facility is a multi-currency
facility, allowing us to borrow in the same currency as our entity's functional currency. We strive to maintain the distribution of
our European borrowings within defined thresholds based on the currency composition of our finance receivables portfolios. When
those thresholds are exceeded, we engage in foreign exchange spot transactions to mitigate our risk.
61
Item 8. Financial Statements and Supplementary Data.
See Item 6 for quarterly consolidated financial statements for 2015 and 2014.
Index to Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Income Statements
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
1 – Summary of Significant Accounting Policies
2 – Finance Receivables, net
3 – Investments
4 – Operating Leases
5 – Goodwill and Intangibles Assets, net
6 – Borrowings
7 – Property and Equipment, net
8 – Fair Value
9 – Share-Based Compensation
10 – Earnings Per Share
11 – Proforma Financial Information
12 – Derivatives
13 – Stockholders' Equity
14 – Income Taxes
15 – Commitments and Contingencies
16 – Retirement Plans
17 – Subsequent Event
63
64
65
66
67
68
69
69
75
76
77
78
79
83
83
85
87
88
88
89
89
91
93
93
62
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
PRA Group, Inc.:
We have audited the accompanying consolidated balance sheets of PRA Group, Inc. and subsidiaries (the "Company") as of
December 31, 2015 and 2014, and the related consolidated income statements, and statements of comprehensive income, changes
in equity, and cash flows for each of the years in the three-year period ended December 31, 2015. These consolidated financial
statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of PRA Group, Inc. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows
for each of the years in the three-year period ended December 31, 2015, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), PRA
Group, Inc.'s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control
– Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO),
and our report dated February 26, 2016 expressed an unqualified opinion on the effectiveness of PRA Group, Inc.'s internal control
over financial reporting.
/s/ KPMG LLP
Norfolk, Virginia
February 26, 2016
63
PRA Group, Inc.
Consolidated Balance Sheets
December 31, 2015 and 2014
(Amounts in thousands, except per share amounts)
2015
2014
Assets
$
71,372
$
Cash and cash equivalents
Investments
Finance receivables, net
Other receivables, net
Income taxes receivable
Net deferred tax asset
Property and equipment, net
Goodwill
Intangible assets, net
Other assets
Total assets
Liabilities and Equity
Liabilities:
Accounts payable
Accrued expenses
Income taxes payable
Net deferred tax liability
Interest-bearing deposits
Borrowings
Other liabilities
Total liabilities
Equity:
Preferred stock, par value $0.01, authorized shares, 2,000, issued and
outstanding shares, 0
Common stock, par value $0.01, authorized shares, 100,000, issued and
outstanding shares, 46,173 at December 31, 2015; 100,000 authorized shares,
49,577 issued and outstanding shares at December 31, 2014
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Total stockholders' equity - PRA Group, Inc.
Noncontrolling interest
Total equity
$
$
73,799
2,202,113
30,771
1,717
13,068
45,394
495,156
23,788
39,528
2,996,706
$
4,190
$
95,380
21,236
261,498
46,991
1,723,268
4,396
2,156,959
—
462
64,622
964,270
(228,861)
800,493
39,254
839,747
39,661
89,703
2,001,790
12,959
—
6,126
48,258
527,445
10,933
41,876
2,778,751
4,446
89,361
11,020
255,587
27,704
1,482,456
5,962
1,876,536
—
496
111,659
906,010
(115,950)
902,215
—
902,215
2,778,751
Total liabilities and equity
$
2,996,706
$
The accompanying notes are an integral part of these consolidated financial statements.
64
PRA Group, Inc.
Consolidated Income Statements
For the years ended December 31, 2015, 2014 and 2013
(Amounts in thousands, except per share amounts)
2015
2014
2013
Revenues:
Income recognized on finance receivables, net
$
865,122
$
807,474
$
Fee income
Other revenue
Total revenues
Operating expenses:
64,383
12,513
942,018
65,675
7,820
880,969
663,546
71,532
57
735,135
Compensation and employee services
268,345
234,531
192,474
Legal collection fees
Legal collection costs
Agency fees
Outside fees and services
Communication
Rent and occupancy
Depreciation and amortization
Other operating expenses
Impairment of goodwill
53,393
76,063
32,188
65,155
33,113
14,714
19,874
68,829
—
51,107
88,054
16,399
55,821
33,085
11,509
18,414
29,981
—
41,488
83,063
5,901
31,615
28,161
8,311
14,417
25,781
6,397
Total operating expenses
631,674
538,901
437,608
Income from operations
Other income and (expense):
Interest expense
Foreign exchange gain/(loss)
Income before income taxes
Provision for income taxes
Net income
Adjustment for net income attributable to
noncontrolling interest
Net income attributable to PRA Group, Inc.
Net income per common share attributable to PRA Group, Inc.:
Basic
Diluted
Weighted average number of shares outstanding:
Basic
Diluted
310,344
342,068
297,527
(60,336)
7,514
257,522
89,391
168,131
(35,226)
(5,829)
301,013
124,508
176,505
205
—
167,926
$
176,505
$
3.49
3.47
$
$
3.53
3.50
$
$
48,128
48,405
49,990
50,421
(14,466)
4
283,065
106,146
176,919
1,605
175,314
3.48
3.45
50,366
50,873
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
65
PRA Group, Inc.
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2015, 2014 and 2013
(Amounts in thousands)
2015
2014
2013
$
168,131
$
176,505
$
176,919
(119,043)
49,088
(119,982)
56,523
1,181
178,100
205
(6,132)
(5,927)
55,015
—
—
—
1,605
—
1,605
$
56,523
$
176,495
Net income
Other comprehensive (loss)/income:
Change in foreign currency translation
Total other comprehensive income
Comprehensive (loss)/income attributable to noncontrolling interest:
Net income attributable to noncontrolling interest
Change in foreign currency translation
Comprehensive (loss)/income attributable to noncontrolling interest
Comprehensive income attributable to PRA Group, Inc.
$
The accompanying notes are an integral part of these consolidated financial statements.
66
PRA Group, Inc.
Consolidated Statements of Changes in Equity
For the years ended December 31, 2015, 2014 and 2013
(Amounts in thousands)
Common Stock
Shares
Amount
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income/(Loss)
Noncontrolling
Interest
Total Equity
Balance at December 31, 2012
50,727
$
507
$
150,878
$
554,191
$
2,851
$
— $
708,427
Components of comprehensive income:
Net income
Foreign currency translation
adjustment
Vesting of nonvested shares
Repurchase and cancellation of common
stock
Amortization of share-based
compensation
Excess income tax benefit from share-
based compensation
Employee stock relinquished for payment
of taxes
Component of convertible debt
Deferred taxes on component of
convertible debt
Purchase of noncontrolling interest
Adjustment of the redeemable
noncontrolling interest measurement
amount
—
—
316
—
—
2
—
—
(2)
(1,203)
(11)
(58,500)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
12,272
4,552
(7,350)
31,306
(12,517)
14,986
(184)
175,314
—
—
—
—
—
—
—
—
—
—
—
1,181
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
175,314
1,181
—
(58,511)
12,272
4,552
(7,350)
31,306
(12,517)
14,986
(184)
Balance at December 31, 2013
49,840
$
498
$
135,441
$
729,505
$
4,032
$
— $
869,476
Components of comprehensive income:
Net income
Foreign currency translation
adjustment
Vesting of nonvested shares
Repurchase and cancellation of common
stock
Amortization of share-based
compensation
Excess income tax benefit from share-
based compensation
Employee stock relinquished for payment
of taxes
—
—
311
—
—
4
—
—
(4)
(574)
(6)
(33,158)
—
—
—
—
—
—
14,968
5,558
(11,146)
176,505
—
—
—
—
—
—
—
(119,982)
—
—
—
—
—
—
—
—
—
—
—
—
176,505
(119,982)
—
(33,164)
14,968
5,558
(11,146)
Balance at December 31, 2014
49,577
$
496
$
111,659
$
906,010
$
(115,950) $
— $
902,215
Components of comprehensive income:
Net income
Foreign currency translation
adjustment
Initial noncontrolling interest related to
business acquisition
Vesting of nonvested shares
Repurchase and cancellation of common
stock
Amortization of share-based
compensation
Excess income tax benefit from share-
based compensation
Employee stock relinquished for payment
of taxes
—
—
—
279
—
—
—
3
—
—
—
(3)
—
—
—
(3,683)
(37)
(55,798)
(109,666)
—
—
—
—
—
—
16,325
4,386
(11,947)
—
—
—
167,926
—
205
168,131
(112,911)
(6,132)
(119,043)
—
—
—
—
—
—
45,181
—
—
—
—
—
45,181
—
(165,501)
16,325
4,386
(11,947)
Balance at December 31, 2015
46,173
$
462
$
64,622
$
964,270
$
(228,861) $
39,254
$
839,747
The accompanying notes are an integral part of these consolidated financial statements.
67
PRA Group, Inc.
Consolidated Statements of Cash Flows
For the years ended December 31, 2015, 2014 and 2013
(Amounts in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating
activities:
2015
2014
2013
$
168,131
$
176,505
$
176,919
Amortization of share-based compensation
Depreciation and amortization
Amortization of debt discount
Amortization of debt fair value
Impairment of goodwill
Deferred tax (benefit)/expense
Net foreign currency transaction (gain)/loss
Changes in operating assets and liabilities:
Other assets
Other receivables, net
Accounts payable
Income taxes payable/receivable, net
Accrued expenses
Other liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment
Acquisition of finance receivables, net of buybacks
Collections applied to principal on finance receivables
Business acquisitions, net of cash acquired
Purchase of investments
Proceeds from sales and maturities of investments
Net cash used in investing activities
Cash flows from financing activities:
Excess income tax benefit from share-based compensation
Payment of liability-classified contingent consideration
Proceeds from lines of credit
Principal payments on lines of credit
Repurchases of common stock
Payments of line of credit origination costs and fees
Cash paid for purchase of portion of noncontrolling interest
Distributions paid to noncontrolling interest
Proceeds from long-term debt
Principal payments on long-term debt
Net increase in interest-bearing deposits
Proceeds from convertible debt, net
Net cash provided by financing activities
Effect of exchange rate on cash
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
Supplemental disclosure of cash flow information:
Cash and cash equivalents, end of year
Cash paid for interest
Cash paid for income taxes
Noncash investing and financing activities:
Adjustment of the redeemable noncontrolling interest measurement amount
Purchase of redeemable noncontrolling interest
16,325
19,874
4,260
—
—
(8,569)
(7,514)
2,015
(18,124)
786
5,735
5,299
(1,553)
186,665
(14,454)
(954,954)
674,373
(1,423)
(48,085)
62,217
(282,326)
4,386
—
790,967
(463,733)
(165,501)
(5,000)
—
—
—
(47,374)
22,721
—
136,466
(9,094)
31,711
39,661
71,372
49,777
86,255
$
$
14,968
18,414
4,058
(4,827)
—
52,978
5,829
(1,794)
9,435
(20,265)
16,862
9,746
(14,007)
267,902
(24,385)
(682,441)
571,338
(851,183)
(69,862)
25,821
(1,030,712)
5,558
—
543,000
(134,000)
(33,164)
—
—
—
623,354
(359,281)
2,492
—
647,959
(7,492)
(122,343)
162,004
39,661
31,831
47,947
$
$
12,272
14,417
1,508
—
6,397
11,011
—
(4,783)
(1,786)
(928)
(14,814)
28,958
(4,044)
225,127
(15,875)
(638,616)
478,891
—
—
—
(175,600)
4,552
(5,240)
217,000
(344,000)
(58,511)
—
(5,663)
(2,075)
—
(5,542)
—
279,281
79,802
(12)
129,317
32,687
162,004
9,830
105,719
— $
—
— $
—
(184)
14,986
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
68
PRA Group, Inc.
Notes to Consolidated Financial Statements
1. General and Summary of Significant Accounting Policies:
Nature of operations: Throughout this report, the terms "PRA Group," "our," "we," "us," the "Company," or similar terms
refer to PRA Group, Inc. and its subsidiaries.
PRA Group, Inc., a Delaware corporation, and its subsidiaries, is a financial and business service company operating in the
Americas and Europe. The Company's primary business is the purchase, collection and management of portfolios of nonperforming
loans. The Company also services receivables on behalf of clients, provides business tax revenue administration, audit, discovery
and recovery services for state and local governments in the United States, and provides class action claims settlement recovery
services and related payment processing to corporate clients.
Recent acquisitions: On August 3, 2015, the Company acquired 55% of the equity interest in RCB Investimentos S.A.
("RCB"). The remaining 45% of the equity interest in RCB is owned by the executive team and previous owners of RCB. RCB
was founded in 2007 and is a leading master servicing platform for nonperforming loans in Brazil. RCB specializes in structuring,
investing and operating receivable and credit-related assets. The founders of RCB each entered into long-term employment
agreements with the Company and will continue to manage RCB's local business in Brazil.
The Company's investment for the 55% ownership of RCB was paid for with approximately $55.2 million in cash which
was borrowed under the Company's existing domestic revolving credit facility. The majority of cash the Company paid to acquire
the equity interest in RCB is expected to be used in the ordinary course of business. As part of the investment and call option
agreements, the Company has the right to purchase the remaining 45% of RCB at certain multiples of EBITDA beginning on
August 3, 2019 and lasting for two years. In accordance with ASC Topic 810, "Consolidation," the Company has consolidated all
financial statement accounts of RCB in its consolidated balance sheet as of December 31, 2015 and its consolidated income
statement for the year ended December 31, 2015. The consolidated income statement for the year ended December 31, 2015
includes the results of operations of RCB from August 3, 2015 through December 31, 2015. The noncontrolling interest amount
is included as a separate component of equity and represents the 45% interest not controlled by the Company. In addition, net
income attributable to the noncontrolling interest is stated separately in the consolidated income statement for the year ended
December 31, 2015.
On July 16, 2014, the Company completed the acquisition of Aktiv Kapital AS ("Aktiv"), a Norway-based company
specializing in the acquisition and servicing of non-performing loans throughout Europe and in Canada, for a purchase price of
approximately $861.3 million, and assumed approximately $433.7 million of Aktiv's corporate debt, resulting in an acquisition of
estimated total enterprise value of $1.3 billion. The Company's consolidated income statements and statements of comprehensive
income, equity and cash flows include the results of operations of Aktiv for the period from July 16, 2014 through December 31,
2015.
Basis of presentation: The consolidated financial statements of the Company are prepared in accordance with U.S. generally
accepted accounting principles ("GAAP") and include the accounts of all of its subsidiaries. All significant intercompany accounts
and transactions have been eliminated. The preparation of the consolidated financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect reported amounts and disclosures. Realized results could differ from
those estimates and assumptions.
Segments: Under the guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification
("ASC") Topic 280 "Segment Reporting" ("ASC 280"), the Company has determined that it has several operating segments that
meet the aggregation criteria of ASC 280, and, therefore, it has one reportable segment, accounts receivable management, based
on similarities among the operating units including the nature of the products and services, the nature of the production processes,
the types or class of customer for their products and services, the methods used to distribute their products and services and the
nature of the regulatory environment.
Stock Split: On June 10, 2013, the Company's board of directors declared a three-for-one stock split by means of a stock
dividend. The new shares were distributed on August 1, 2013, and the shares began trading on a split-adjusted basis beginning
August 2, 2013. As a result of this action, approximately 33.8 million shares were issued to stockholders. The par value of the
common stock remained at $0.01 per share and, accordingly, approximately $0.3 million was retroactively transferred from
additional paid-in capital to common stock for all periods presented. Earnings per share, weighted average shares outstanding and
other share related information are presented in this Form 10-K after the effect of the stock split.
Translation of foreign currencies: The financial statements of certain of the Company's foreign subsidiaries are measured
using their local currency as the functional currency. Assets and liabilities are translated as of the balance sheet date and revenue
69
PRA Group, Inc.
Notes to Consolidated Financial Statements
and expenses are translated at an average rate over the period. Unrealized gains or losses resulting from currency translation
adjustments are recorded as a component of other comprehensive income/(loss). Realized gains and losses from foreign currency
transactions are recorded as a component of "Foreign exchange gain/(loss)" in the consolidated income statements.
Revenues and long-lived assets by geographical location: Revenue for the years ended December 31, 2015, 2014 and
2013, and long-lived assets held at December 31, 2015 and 2014, by geographic location (amounts in thousands) are:
2015
Years Ended December 31,
2014
Revenues
As of December 31,
2013
2015
2014
United States
Outside the United States
Total
$
$
722,393
219,625
942,018
$
$
766,262
114,707
880,969
$
$
725,649
9,486
735,135
$
$
$
Long-Lived Assets
36,075
9,319
45,394
$
37,335
10,923
48,258
Revenues are attributed to countries based on the location of the related operations. Long-lived assets consist of net property
and equipment. The Company reports revenues earned from its debt purchasing and collection activities and its fee-based services.
It is impracticable for the Company to report further breakdowns of revenues from external customers by product or service.
Cash and cash equivalents: The Company considers all highly liquid investments with a maturity of three months or less
when purchased to be cash equivalents. Included in cash and cash equivalents are funds held on the behalf of others arising from
the collection of accounts placed with the Company. The balance of the funds held on behalf of others was $3.9 million and
$5.5 million at December 31, 2015 and 2014, respectively. There is an offsetting liability that is included in "Accounts payable"
on the accompanying consolidated balance sheets.
Concentrations of credit risk: Financial instruments, which potentially expose the Company to concentrations of credit
risk, consist primarily of cash, investments and finance receivables.
Accumulated other comprehensive income/(loss): The Company records unrealized gains and losses on certain available-
for-sale investments and foreign currency translation adjustments. Unrealized gains and losses on available for sale investments
are reclassified to earnings as the gains or losses are realized upon sale of the securities. Translation gains or losses on foreign
currency translation adjustments are reclassified to earnings upon the substantial sale or liquidation of investments in foreign
operations.
Investments: The Company accounts for its investments under the guidance of ASC Topic 320-10, "Investments-Debt and
Equity Securities" ("ASC 320-10"). The Company determines the appropriate classification of its investments in debt and equity
securities at the time of purchase and reevaluates such determinations at each balance sheet date. Debt securities are classified as
held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities for which
the Company does not have the intent or ability to hold to maturity are classified as available for sale. Held-to-maturity securities
are stated at amortized cost. Marketable securities that are bought and held principally for the purpose of selling them in the near
term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings. Debt
and marketable equity securities not classified as held to maturity or as trading, are classified as available for sale, and are carried
at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and
reported in stockholders' equity.
Finance receivables and income recognition: The Company accounts for its investment in finance receivables under the
guidance of ASC Topic 310-30, "Loans and Debt Securities Acquired with Deteriorated Credit Quality" ("ASC 310-30"). The
Company acquires portfolios of accounts that have experienced deterioration of credit quality between origination and the
Company's acquisition of the accounts. The amount paid for a portfolio reflects the Company's determination that it is probable
the Company will be unable to collect all amounts due according to an account's contractual terms. At acquisition, the Company
reviews the accounts to determine whether there is evidence of deterioration of credit quality since origination, and if it is probable
that the Company will be unable to collect all amounts due according to the loan's contractual terms. If both conditions exist, the
Company then determines whether each such account is to be accounted for individually or whether such accounts will be assembled
into pools based on common risk characteristics. The Company considers expected prepayments and estimates the amount and
timing of undiscounted expected principal, interest and other cash flows (expected at acquisition) for each acquired portfolio based
on the Company's proprietary models, and the Company subsequently aggregates portfolios of accounts into pools. The Company
determines the excess of the pool's scheduled contractual principal and contractual interest payments over all cash flows expected
at acquisition as an amount that should not be accreted (nonaccretable difference). The remaining amount, representing the excess
of the pool's cash flows expected to be collected over the amount paid, is accreted into income recognized on finance receivables
over the remaining estimated life of the pool (accretable yield). ASC 310-30 requires that the excess of the contractual cash flows
70
PRA Group, Inc.
Notes to Consolidated Financial Statements
over expected cash flows, based on the Company's estimates derived from proprietary collection models, not be recognized as an
adjustment of revenue or expense or on the balance sheet.
Each static pool is recorded at cost and is accounted for as a single unit for the recognition of income, payments applied to
principal and loss provision. Once a static pool is established for a calendar quarter, individual receivable accounts are not added
to the pool (unless replaced by the seller) or removed from the pool (unless sold or returned to the seller). ASC 310-30, utilizing
the interest method, initially freezes the yield, estimated when the accounts are purchased, as the basis for subsequent impairment
testing. The yield is estimated and periodically recalculated based on the timing and amount of anticipated cash flows using our
proprietary collection models. Income on finance receivables is accrued quarterly based on each static pool's effective yield.
Significant increases in expected future cash flows may be recognized prospectively, through an upward adjustment of the yield,
over a pool's remaining life. Any increase to the yield then becomes the new benchmark for impairment testing. Under ASC 310-30,
rather than lowering the estimated yield if the collection estimates are not received or projected to be received, the carrying value
of a pool would be written down to maintain the then current yield and is shown as a reduction in revenue in the consolidated
income statements with a corresponding valuation allowance offsetting finance receivables, net, on the consolidated balance sheets.
Cash flows greater than the interest accrual will reduce the carrying value of the static pool. This reduction in carrying value is
defined as payments applied to principal (also referred to as principal amortization). Likewise, cash flows that are less than the
interest accrual will accrete the carrying balance. Generally, the Company does not record accretion in the first six to twelve months
of the estimated life of the pool; accordingly, the Company utilizes either the cost recovery method or cash method when necessary
to prevent accretion as permitted by ASC 310-30. Under the cash method, revenue is recognized as it would be under the interest
method up to the amount of cash collections. Under the cost recovery method, no revenue is recognized until the Company has
fully collected the cost of the pool, or until such time that the Company considers the collections to be probable and estimable and
begin to recognize income based on the interest method as described above. The Company also uses the cost recovery method
when collections on a particular pool of accounts cannot be reasonably estimated.
A pool can become fully amortized (zero carrying balance on the balance sheet) while still generating cash collections. In
this case, all subsequent cash collections are recognized as revenue when received.
The Company records a valuation allowance when significant decreases in expected cash flows are identified or there are
changes in the timing of expected cash flows that would otherwise require a reduction in the stated yield on a pool of accounts.
In any given period, the Company may be required to record valuation allowances due to pools of receivables underperforming
previous expectations. Factors that may contribute to the recording of valuation allowances include both external and internal
factors. External factors that may have an impact on the collectability, and subsequently on the overall profitability of purchased
pools of nonperforming loans, would include: new laws or regulations relating to collections, new interpretations of existing laws
or regulations, and the overall condition of the economy. Internal factors that may have an impact on the collectability, and
subsequently the overall profitability of purchased pools of nonperforming loans, would include: necessary revisions to initial and
post-acquisition scoring and modeling estimates, non-optimal operational activities (which relate to the collection and movement
of accounts on both the collection floor of the Company and external channels), and decreases in productivity related to turnover
and tenure of the Company's collection staff.
The Company capitalizes certain fees paid to third parties related to the direct acquisition of a portfolio of accounts. These
fees are added to the acquisition cost of the portfolio and accordingly are amortized over the life of the portfolio using the interest
method.
The agreements to purchase the aforementioned receivables include general representations and warranties from the sellers
covering account holder death or bankruptcy and accounts settled or disputed prior to sale. The representation and warranty period
permitting the return of these accounts from the Company to the seller is typically 90 to 180 days. Any funds received from the
seller of finance receivables as a return of purchase price are referred to as buybacks. Buyback funds are applied against the finance
receivable balance received and are not included in the Company's cash collections from operations. In some cases, the seller will
replace the returned accounts with new accounts in lieu of returning the purchase price. In that case, the old account is removed
from the pool and the new account is added.
Fee
income recognition: The Company utilizes
the provisions of ASC Topic 605-45, "Principal Agent
Considerations" ("ASC 605-45"), to account for fee income revenue from certain of its fee-for-service subsidiaries. ASC 605-45
requires an analysis to be completed to determine if certain revenues should be reported gross or reported net of their related
operating expense. This analysis includes an assessment of who retains credit risk, controls vendor selection, establishes pricing
and remains the primary obligor on the transaction. Each of these factors was considered to determine the correct method of
recognizing revenue from these fee-based subsidiaries.
71
PRA Group, Inc.
Notes to Consolidated Financial Statements
Property and equipment: Property and equipment, including improvements that significantly add to the productive capacity
or extend useful life, are recorded at cost. Maintenance and repairs are expensed currently. Property and equipment are depreciated
over their useful lives using the straight-line method of depreciation. Software and computer equipment are amortized or depreciated
over three to five years. Furniture and fixtures are depreciated over five to ten years. Equipment is depreciated over five to seven
years. Leasehold improvements are depreciated over the lesser of the useful life, which ranges from three to ten years, or the
remaining term of the lease. Building improvements are depreciated straight-line over ten to thirty-nine years. When property is
sold or retired, the cost and related accumulated depreciation are removed from the balance sheet and any gain or loss is included
in the income statement.
Business combinations: The Company accounts for business combinations under the acquisition method. The cost of an
acquired company is assigned to the tangible and intangible assets acquired and the liabilities assumed on the basis of their fair
values at the date of acquisition. The determination of fair values of assets acquired and liabilities assumed requires management
to make estimates and use valuation techniques when market values are not readily available. Any excess of purchase price over
the fair value of net tangible and intangible assets acquired is allocated to goodwill. Transaction costs associated with business
combinations are expensed as incurred.
Goodwill and intangible assets: Goodwill, in accordance with ASC Topic 350, "Intangibles-Goodwill and
Other" ("ASC 350"), is not amortized but rather is reviewed for impairment annually or more frequently if indicators of potential
impairment exist. The Company performs its annual assessment on October 1. The Company may first assess qualitative factors
to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including
goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying
amount, management conducts a two-step quantitative goodwill impairment test. The first step of the impairment test involves
comparing the fair value of the applicable reporting unit with its carrying value. The Company estimates the fair values of its
reporting units using a combination of the income, or discounted cash flows approach, the market approach, which utilizes
comparable companies' data, and the transaction approach, which uses market multiples from comparable transactions where the
acquisition target has similar operating and investment characteristics to the reporting unit. If the carrying amount of a reporting
unit exceeds the reporting unit's fair value, management performs the second step of the goodwill impairment test. The second
step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit's goodwill with the
carrying value of that goodwill. The amount, by which the carrying value of the goodwill exceeds its implied fair value, if any, is
recognized as an impairment loss. See Note 5 for additional information.
Convertible senior notes: The Company accounts for its convertible senior notes (the "Notes") in accordance with
ASC 470-20, "Debt with Conversion and Other Options." ASC 470-20 requires that, for convertible debt instruments that must
be settled fully or partially in cash upon conversion, issuers must separately account for the liability and equity components in a
manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods.
The excess of the principal amount of the liability component over its carrying amount is amortized to interest cost over the expected
life of a similar liability that does not have an associated equity component, using the effective interest method. The equity
component is not remeasured as long as it continues to meet the conditions for equity classification under ASC 815-40, "Derivatives
and Hedging - Contracts in Entity's Own Equity." Transaction costs incurred with third parties are allocated to the liability and
equity components in proportion to the allocation of proceeds and accounted for as debt issuance costs and equity issuance costs,
respectively.
For diluted earnings per share purposes, based upon the Company's intent and ability to settle conversions of the Notes
through a combination of cash and shares, only the conversion spread is included in the diluted earnings per share calculation, if
dilutive. Under such method, the settlement of the conversion spread has a dilutive effect when the average share price of the
Company's common stock during any quarter exceeds $65.72.
Income taxes: The Company follows the guidance of ASC Topic 740 "Income Taxes" ("ASC 740") as it relates to the
provision for income taxes and uncertainty in income taxes. Accordingly, the Company records a tax provision for the anticipated
tax consequences of the reported results of operations. The provision for income taxes is estimated using the asset and liability
method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary
differences between the financial reporting and tax basis of assets and liabilities, and for operating losses and tax credit carry-
forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in
effect for the years in which those tax assets are expected to be realized or settled.
The evaluation of a tax position in accordance with the guidance is a two-step process. The first step is recognition: the
enterprise determines whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution
of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position
has met the more-likely-than-not recognition threshold, the enterprise should presume that the position will be examined by the
72
PRA Group, Inc.
Notes to Consolidated Financial Statements
appropriate taxing authority that would have full knowledge of all relevant information. The second step is measurement: a tax
position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in
the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50 percent likely of being
realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold
should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax
positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial
reporting period in which that threshold is no longer met. The Company records interest and penalties related to unrecognized tax
benefits as a component of income tax expense.
In the event that all or part of the deferred tax assets are determined not to be realizable in the future, a valuation allowance
would be established and charged to earnings in the period such determination is made. If the Company subsequently realizes
deferred tax assets that were previously determined to be unrealizable, the respective valuation allowance would be reversed,
resulting in a positive adjustment to earnings.
The estimate of income tax expense involves significant judgment in evaluating the impact of uncertainties in the application
of complex tax laws. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact
on our results of operations and financial position.
For domestic income tax purposes, the Company recognizes revenue using the cost recovery method with respect to the
Company's debt purchasing business. The Company believes cost recovery to be an acceptable method for companies in the bad
debt purchasing industry. Under the cost recovery method, collections on finance receivables are applied first to principal to reduce
the finance receivables to zero before any income is recognized.
Advertising costs: Advertising costs are expensed when incurred.
Operating leases: General abatements or prepaid leasing costs are recognized on a straight-line basis over the life of the
lease. Future minimum lease payments (including the impact of rent escalations) are expensed on a straight-line basis over the life
of the lease. Material leasehold improvements are capitalized and amortized over the remaining life of the lease.
Share-based compensation: The Company accounts for share-based compensation in accordance with the provisions of
ASC Topic 718 "Compensation-Stock Compensation" ("ASC 718"). ASC 718 requires that compensation expense associated with
share equity awards be recognized in the income statement. Based on historical experience, the Company estimates a forfeiture
rate for most equity share grants. Time-based equity share awards generally vest between three and five years from the grant date
and are expensed on a straight-line basis over the vesting period. Equity share awards that contain a performance metric, are
expensed over the requisite service period, generally three years, in accordance with the performance level achieved at each
reporting period. See Note 9 for additional information.
Use of estimates: The preparation of the consolidated financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates have been made by management with respect to the timing and amount of future cash collections of
the Company's finance receivables portfolios and the fair value of the assets acquired and liabilities assumed related to the acquisition
of Aktiv. Actual results could differ from these estimates making it reasonably possible that a change in these estimates could occur
within one year.
Commitments and contingencies: We are subject to various claims and contingencies related to lawsuits, certain taxes,
and commitments under contractual and other obligations. We recognize liabilities for contingencies and commitments when a
loss is probable and estimable. We expense related legal costs as incurred. For additional information, see Note 15.
Estimated fair value of financial instruments: The Company applies the provision of ASC Topic 820 "Fair Value
Measurements and Disclosures" ("ASC 820"). ASC 820 defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also requires
the consideration of differing levels of inputs in the determination of fair values. Disclosure of the estimated fair values of financial
instruments often requires the use of estimates. See Note 8 for additional information.
Reclassification of prior year presentation: Certain prior year amounts have been reclassified for consistency with the
current year presentation.
73
PRA Group, Inc.
Notes to Consolidated Financial Statements
Recent accounting pronouncements: In April 2014, FASB issued ASU 2014-08, "Reporting Discontinued Operations and
Disclosures of Disposals of Components of an Entity" ("ASU 2014-08") that amends the requirements for reporting discontinued
operations. ASU 2014-08 requires the disposal of a component of an entity or a group of components of an entity to be reported
in discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity's operations and
financial results. ASU 2014-08 also requires additional disclosures about discontinued operations and disclosures about the disposal
of a significant component of an entity that does not qualify as a discontinued operation. ASU 2014-08 is effective prospectively
for reporting periods beginning after December 15, 2014, with early adoption permitted. The Company adopted ASU 2014-08 in
the first quarter of 2015 which had no material impact on the Company's Consolidated Financial Statements.
In May 2014, FASB issued ASU 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09") that updates the
principles for recognizing revenue. The core principle of the guidance 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 also amends the required disclosures of the nature, amount, timing
and uncertainty of revenue and cash flows arising from contracts with customers. ASU 2014-09 is effective for fiscal years, and
interim periods within those years, beginning after December 15, 2017, and can be adopted either retrospectively to each prior
reporting period presented or as a cumulative-effect adjustment as of the date of adoption, with early application not permitted.
The Company is evaluating its implementation approach and the potential impacts of the new standard on its existing revenue
recognition policies and procedures.
In June 2014, FASB issued ASU 2014-12, "Accounting for Share-Based Payments When the Terms of an Award Provide
That a Performance Target Could Be Achieved after the Requisite Service Period" ("ASU 2014-12"). ASU 2014-12 requires that
a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance
condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12
is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. The adoption of the
new guidance is not expected to have a material impact on the Company's Consolidated Financial Statements.
In February 2015, FASB issued ASU 2015-02, "Consolidation (Topic 810), Amendments to the Consolidation
Analysis" ("ASU 2015-02"). The amendments under the new guidance modify the evaluation of whether limited partnerships and
similar legal entities are variable interest entities ("VIEs") or voting interest entities and eliminate the presumption that a general
partner should consolidate a limited partnership. ASU 2015-02 is effective for public business entities for fiscal years, and for
interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in
an interim period. A reporting entity also may apply the amendments retrospectively. The adoption of the new guidance is not
expected to have a material impact on the Company's Consolidated Financial Statements.
In April 2015, FASB issued ASU 2015-03, "Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt
Issuance Costs" ("ASU 2015-03"). ASU 2015-03 requires an entity to present debt issuance costs related to a recognized debt
liability in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts.
The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. For public
business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2015, and
interim periods within those fiscal years. An entity should apply the new guidance on a retrospective basis. The Company has debt
issuance costs which will be reclassified upon adoption of the guidance, which is not expected to have a material impact on the
Company's Consolidated Financial Statements.
In April 2015, FASB issued ASU 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):
Customer's Accounting for Fees Paid in a Cloud Computing Arrangement" ("ASU 2015-05"). ASU 2015-05 provides explicit
guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement. The new
guidance clarifies that if a cloud computing arrangement includes a software license, the customer should account for the license
consistent with its accounting for other software licenses. If the arrangement does not include a software license, the customer
should account for the arrangement as a service contract. For public business entities, this update is effective for financial statements
issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. An entity can elect to
adopt the new guidance either prospectively for all arrangements entered into or materially modified after the effective date, or
on a retrospective basis. The adoption of the new guidance is not expected to have a material impact on the Company's Consolidated
Financial Statements.
In September 2015, the FASB issued ASU 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for
Measurement-Period Adjustments" ("ASU 2015-16") which eliminates the requirement for an acquirer to retrospectively adjust
the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated.
ASU 2015-16 is effective for public business entities for annual periods, including interim periods within those annual periods,
beginning after December 15, 2015. Early adoption is permitted. The adoption of the new guidance is not expected to have a
74
material impact on the Company's Consolidated Financial Statements.
PRA Group, Inc.
Notes to Consolidated Financial Statements
In November 2015, the FASB issued ASU 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred
Taxes" ("ASU 2015-17"), which requires entities with a classified balance sheet to present all deferred tax assets and liabilities as
noncurrent. ASU 2015-17 is effective for public business entities for interim and annual periods in fiscal years beginning after
December 15, 2016. Early adoption is permitted. The adoption of the new guidance will not have an impact on the Company's
Consolidated Financial Statements.
The Company does not expect that any other recently issued accounting pronouncements will have a material effect on its
Consolidated Financial Statements.
2. Finance Receivables, net:
Changes in finance receivables, net, for the years ended December 31, 2015 and 2014, were as follows (amounts in thousands):
Balance at beginning of year
Acquisitions of finance receivables (1)
Foreign currency translation adjustment
Cash collections
Income recognized on finance receivables, net
Cash collections applied to principal
Balance at end of year
2015
2014
$
2,001,790
$
954,954
(80,258)
(1,539,495)
865,122
(674,373)
2,202,113
$
$
1,239,191
1,427,436
(93,499)
(1,378,812)
807,474
(571,338)
2,001,790
(1) Acquisitions of finance receivables are net of buybacks and include certain capitalized acquisition related costs. It also includes
the acquisition date finance receivable portfolio that was acquired in connection with the Aktiv acquisition in 2014 of
$727.7 million.
At the time of acquisition, the life of each pool is estimated based on projected amounts and timing of future cash collections
using the proprietary models of the Company.
Based upon current projections, cash collections applied to principal are estimated to be as follows for the following years
ending December 31, (amounts in thousands):
2016
2017
2018
2019
2020
2021
2022
Thereafter
$
582,464
490,594
385,772
314,620
211,479
142,869
66,748
7,567
Total estimated cash collections applied to principal
$
2,202,113
At December 31, 2015 and 2014, the Company had aggregate net finance receivables balances in pools accounted for under
the cost recovery method of $21.0 million and $17.1 million, respectively.
Accretable yield represents the amount of income recognized on finance receivables the Company can expect to generate
over the remaining life of its existing portfolios based on estimated future cash flows as of the balance sheet date. Additions
represent the original expected accretable yield, on portfolios purchased during the period, to be earned by the Company based
on its proprietary buying models. Net reclassifications from nonaccretable difference to accretable yield primarily result from the
Company's increase in its estimate of future cash flows. When applicable, net reclassifications to nonaccretable difference from
accretable yield result from the Company's decrease in its estimates of future cash flows and allowance charges that exceed the
Company's increase in its estimate of future cash flows.
75
PRA Group, Inc.
Notes to Consolidated Financial Statements
Changes in accretable yield for the years ended December 31, 2015 and 2014 were as follows (amounts in thousands):
Balance at beginning of year
Income recognized on finance receivables, net
Additions (1)
Reclassifications from nonaccretable difference
Foreign currency translation adjustment
Balance at end of year
2015
2014
2,513,185
(865,122)
756,628
502,665
(180,152)
2,727,204
$
$
1,430,067
(807,474)
1,609,340
390,255
(109,003)
2,513,185
$
$
(1) Additions for 2014 include the acquisition date accretable yield that was acquired in connection with the Aktiv acquisition of
approximately $1.0 billion.
The following is a summary of activity within the Company's valuation allowance account, all of which relates to loans
acquired with deteriorated credit quality, for the years ended December 31, 2015, 2014 and 2013 (amounts in thousands):
Beginning balance
Allowance charges
Reversal of previous recorded allowance charges
Net allowance charges/(reversals)
Foreign currency translation adjustment
Ending balance
3. Investments:
2015
2014
2013
86,166
$
91,101
$
31,974
(2,605)
29,369
(674)
114,861
8,010
(12,945)
(4,935)
—
$
86,166
$
93,123
9,666
(11,688)
(2,022)
—
91,101
$
$
Investments consist of the following at December 31, 2015 and 2014 (amounts in thousands):
Trading
Short-term investments
Available-for-sale
Securitized assets
Government bonds and fixed income funds
Held-to-maturity
Securitized assets
Other investments
Private equity funds
Total investments
Trading
2015
2014
— $
37,405
4,649
3,405
50,247
15,498
73,799
$
3,721
—
31,017
17,560
89,703
$
$
Short-term investments: The Company's investments in money market mutual funds are stated at fair value. Fair value is
estimated using the net asset value of the investment. Unrealized gains and losses are recorded in earnings.
Available-for-Sale
Investments in securitized assets: The Company holds a majority interest in a closed-end Polish investment fund. The fund
was formed in December 2014 to acquire portfolios of nonperforming consumer loans in Poland. The Company's investment
consists of a 100% interest of the Series B certificates and a 20% interest of the Series C certificates. Each certificate comes with
one vote and is governed by a co-investment agreement. Series C certificates, which share equally in the residual profit of the
fund, are accounted for as debt securities classified as available-for-sale and are stated at fair value. Income is recognized using
the effective yield method. There was no revenue recorded in 2015 or 2014 from this investment.
76
PRA Group, Inc.
Notes to Consolidated Financial Statements
Government bonds and fixed income funds: The Company's investments in government bonds and fixed income are
classified as available-for-sale and are stated at fair value. Fair value is estimated using the net asset value of the investment.
Unrealized gains and losses are included in comprehensive income and reported in equity.
Held-to-Maturity
Investments in securitized assets: The Company holds Series B certificates in a closed-end Polish investment fund. The
certificates, which provide a preferred return based on the expected net income of the portfolios, are accounted for as a beneficial
interest in securitized financial assets and stated at amortized cost. The Company has determined it has the ability and intent to
hold these certificates until maturity, which occurs when the fund terminates or liquidates its assets. The preferred return is not a
guaranteed return. Income
in Securitized Financial
Assets" ("ASC 325-40"). Income is recognized using the effective yield method. The Company adjusts the yield for changes in
estimated cash flows prospectively through earnings. If the fair value of the investment falls below its carrying amount and the
decline is deemed to be other than temporary, the investment is written down, with a corresponding charge to earnings. The
underlying securities have both known principal repayment terms as well as unknown principal repayments due to potential
borrower pre-payments. Accordingly, it is difficult to accurately predict the final maturity date of these investments.
is recognized under ASC Topic 325-40, "Beneficial Interests
Other Investments
Investments in private equity funds: Investments in private equity funds represent limited partnerships in which the
Company has less than a 3% interest and are carried at cost. Distributions received from the partnerships are included in other
revenue. Distributions received in excess of the Company's proportionate share of accumulated earnings are applied as a reduction
of the cost of the investment. Distributions received from investments carried at cost were $7.8 million and $7.1 million for 2015
and 2014, respectively.
The amortized cost and estimated fair value of available-for sale and held-to-maturity investments at December 31, 2015
and 2014 were as follows (amounts in thousands):
Available-for-sale
Securitized assets
Government bonds and fixed income funds
Held-to-maturity
Securitized assets
Available-for-sale
Securitized assets
Held-to-maturity
Securitized assets
4. Operating Leases:
Amortized Cost
Gross Unrealized
Gains
Gross Unrealized
Losses
Aggregate Fair
Value
December 31, 2015
$
5,855
$
3,405
— $
—
50,247
5,366
1,206
$
—
—
4,649
3,405
55,613
Amortized Cost
Gross Unrealized
Gains
Gross Unrealized
Losses
Aggregate Fair
Value
December 31, 2014
$
3,721
$
— $
— $
3,721
31,017
—
—
31,017
The Company leases office space and equipment under operating leases. Rental expense was $11.3 million, $8.7 million
and $6.0 million for the years ended December 31, 2015, 2014 and 2013, respectively.
77
PRA Group, Inc.
Notes to Consolidated Financial Statements
Future minimum lease payments for operating leases at December 31, 2015, are as follows for the years ending December 31,
(amounts in thousands):
2016
2017
2018
2019
2020
Thereafter
Total future minimum lease payments
5. Goodwill and Intangible Assets, net:
$
$
10,894
9,351
7,935
4,924
2,892
3,175
39,171
In connection with the Company's previous business acquisitions, the Company acquired certain tangible and intangible
assets. Intangible assets resulting from these acquisitions include client and customer relationships, non-compete agreements,
trademarks and technology. Pursuant to ASC 350, the Company performs an annual review of goodwill on October 1 or more
frequently if indicators of impairment exist. The Company performed an annual review of goodwill as of October 1, 2015, and
concluded that no goodwill impairment was necessary.
During 2013, the Company evaluated the goodwill associated with one of its reporting units, which had experienced a revenue
and profitability decline, recent net losses, and the loss of a significant client. The Company estimated the fair value of the reporting
unit using the present value of future cash flows and earnings and concluded that the carrying value of goodwill exceeded the
implied fair value. Accordingly, the Company recorded a $6.4 million impairment of goodwill in the third quarter of 2013. This
charge represents the full amount of goodwill recorded for the reporting unit.
Goodwill recognized from the acquisitions of RCB, $38.5 million, in 2015 and Aktiv and Pamplona Capital Management,
LLP, $512.0 million, in 2014 represents, among other things, a significant dataset, portfolio modeling, an established workforce,
and the future economic benefits arising from expected synergies and expanded geographical diversity. The acquired goodwill is
not deductible for U.S. income tax purposes.
The following table represents the changes in goodwill for the years ended December 31, 2015 and 2014 (amounts in
thousands):
Balance at beginning of period:
Goodwill
Accumulated impairment loss
Changes:
Acquisitions
Foreign currency translation adjustment
Net change in goodwill
Balance at end of period:
Goodwill
Accumulated impairment loss
2015
2014
$
$
$
533,842
(6,397)
527,445
38,489
(70,778)
(32,289)
501,553
(6,397)
495,156
$
110,240
(6,397)
103,843
512,049
(88,447)
423,602
533,842
(6,397)
527,445
78
PRA Group, Inc.
Notes to Consolidated Financial Statements
Intangible assets, excluding goodwill, consist of the following at December 31, 2015 and 2014 (amounts in thousands):
Client and customer relationships
Non-compete agreements
Trademarks
Technology
Total
2015
2014
Gross
Amount
Accumulated
Amortization
Gross
Amount
Accumulated
Amortization
47,674
$
28,064
$
35,252
$
25,132
858
4,367
1,211
119
2,038
101
627
3,432
—
572
2,674
—
54,110
$
30,322
$
39,311
$
28,378
$
$
The Company amortizes the intangible assets over the estimated useful lives. Total amortization expense for the years ended
December 31, 2015, 2014 and 2013 was $3.7 million, $4.8 million and $4.7 million, respectively. The Company reviews these
intangible assets for possible impairment if an event occurs or circumstances change that would more likely than not reduce the
fair value of a reporting unit below its carrying amount and thereby necessitate further evaluation of these intangible assets.
The future amortization of these intangible assets is estimated to be as follows as of December 31, 2015 for the following
years ending December 31, (amounts in thousands):
2016
2017
2018
2019
2020
Thereafter
Total
6. Borrowings:
$
$
4,692
3,826
3,275
2,798
2,293
6,904
23,788
The Company's borrowings consisted of the following as of the dates indicated (amounts in thousands):
Domestic revolving credit
Term loan
Note payable
Multicurrency revolving credit
Subordinated loan
Convertible senior notes
Less: Debt discount
Total
Domestic Revolving Credit and Term Loan
December 31,
2015
December 31,
2014
$
541,799
$
170,000
169,938
576,433
—
287,500
(22,402)
1,723,268
$
$
409,000
185,000
169,938
427,680
30,000
287,500
(26,662)
1,482,456
On December 19, 2012, the Company entered into a credit facility with Bank of America, N.A., as administrative agent, and
a syndicate of lenders named therein (such agreement as later amended or modified, the "Credit Agreement"). On August 4, 2015,
the Company entered into a fifth amendment to the Credit Agreement (the "Fifth Amendment"). Among other things, the Fifth
Amendment (a) added Bank of America, N.A., acting through its Canada branch, as Canadian Administrative Agent under the
Credit Agreement, (b) added the Company's wholly-owned subsidiary, PRA Group Canada Inc., as a Borrower under the Credit
Agreement, (c) removed the Financial Covenant with respect to Consolidated Tangible Net Worth, (d) terminated the Multi Currency
Revolving B Commitments, (e) added $50.0 million of Canadian Revolving Commitments, (f) modified the definition of Permitted
Acquisitions to increase the baskets included therein, (g) permits Company subsidiaries organized under the laws of Brazil to
borrow up to $150.0 million and to grant liens with respect to such borrowings, and (h) acknowledged the change of the Company's
legal name in October 2014 to PRA Group, Inc. On September 30, 2015, the Company entered into a sixth amendment which
increased the allowable amount of stock repurchases during the term of the agreement to $315 million and removed the requirement
that the Company cannot exceed $100 million in share repurchases during a given year. On December 23, 2015, the Company
79
PRA Group, Inc.
Notes to Consolidated Financial Statements
fully exercised the $125 million accordion feature available under the Credit Agreement. The commitments of two existing Lenders
under its domestic revolving credit facility were increased, and an additional Lender was included. This execution of the accordion
feature under the Credit Agreement increased by $125 million the commitments under the domestic revolving credit facility,
bringing the total amount available under the domestic revolving credit facility to an aggregate principal amount of $725 million.
The total credit facility under the Credit Agreement includes an aggregate principal amount of $945.0 million (subject to
compliance with a borrowing base and applicable debt covenants), which consists of (i) a fully-funded $170.0 million term loan,
(ii) a $725 million domestic revolving credit facility, of which $198.0 million is available to be drawn, and (iii) a $50 million
Canadian revolving credit facility, of which $35.2 million is available to be drawn. The facilities all mature on December 19, 2017.
The term and revolving loans accrue interest, at the option of the Company, at either the base rate or the Eurodollar rate (as defined
in the Credit Agreement) for the applicable term plus 2.50% per annum in the case of the Eurodollar rate loans and 1.50% in the
case of the base rate loans. The base rate is the highest of (a) the Federal Funds Rate (as defined in the Credit Agreement) plus
0.50%, (b) Bank of America's prime rate, or (c) the Eurodollar rate plus 1.00%. The Company's revolving credit facility includes
a $20 million swingline loan sublimit and a $20 million letter of credit sublimit.
The Credit Agreement is secured by a first priority lien on substantially all of the Company's domestic assets. The Credit
Agreement, as amended and modified, contains restrictive covenants and events of default including the following:
•
•
•
•
•
•
•
•
•
borrowings may not exceed 33% of the ERC of all eligible asset pools plus 75% of eligible accounts receivable;
the consolidated leverage ratio (as defined in the Credit Agreement) cannot exceed 2.0 to 1.0 as of the end of any fiscal
quarter;
capital expenditures during any fiscal year cannot exceed $40 million;
cash dividends and distributions during any fiscal year cannot exceed $20 million;
stock repurchases during the term of the agreement cannot exceed $315 million;
permitted acquisitions (as defined in the Credit Agreement) during any fiscal year cannot exceed $250 million;
indebtedness in the form of senior, unsecured convertible notes or other unsecured financings cannot exceed $500 million
in the aggregate (without respect to the Company's 3.00% Convertible Senior Notes due 2020);
the Company must maintain positive consolidated income from operations (as defined in the Credit Agreement) during
any fiscal quarter; and
restrictions on changes in control.
The revolving credit facility also bears an unused line fee of 0.375% per annum, payable quarterly in arrears.
The Company's borrowings on this credit facility at December 31, 2015 consisted of $170.0 million outstanding on the term
loan with an annual interest rate as of December 31, 2015 of 2.92% and $541.8 million outstanding in 30-day Eurodollar rate loans
on the revolving facility with a weighted average interest rate of 2.89%. At December 31, 2014, the Company's borrowings on
this credit facility consisted of $185.0 million outstanding on the term loan with an annual interest rate as of December 31, 2014
of 2.67% and $409.0 million outstanding in 30-day Eurodollar rate loans on the revolving facility with a weighted average interest
rate of 2.68%.
Note Payable
In conjunction with the closing of the Aktiv business acquisition on July 16, 2014, the Company entered into a $169.9 million
promissory note with an affiliate of the seller in the Aktiv acquisition. On December 30, 2015, the Company exercised its option
to extend the maturity date to July 19, 2016. The note bears interest at the three-month London Interbank Offered Rate ("LIBOR")
plus 3.75%. The quarterly interest due can be paid or rolled into the note payable balance at the Company's option. At December 31,
2015 and 2014, the balance due on the note was $169.9 million with an annual interest rate of 4.36% and 4.01%, respectively.
Multicurrency Revolving Credit Facility
On October 23, 2014, the Company entered into a credit agreement with DNB Bank ASA for a Multicurrency Revolving
Credit Facility (such agreement as later amended or modified, "the Multicurrency Revolving Credit Agreement"). Subsequently,
two other lenders joined the credit facility and on June 12, 2015, the Company entered into a first amendment to the Multicurrency
Revolving Credit Agreement which provided, among other things, an increase in the total commitments from $500 million to an
aggregate of $750 million, subject to certain requirements, and an increase in the maximum ERC ratio from 28.0% to 33.0%,
subject to the payment of additional associated fees. Under the terms of the Multicurrency Revolving Credit Agreement, the credit
facility includes an aggregate amount of $750 million, of which $192.2 million is available to be drawn, accrues interest at the
Interbank Offered Rate ("IBOR") plus 2.50-3.30% (as determined by the ERC Ratio as defined in the Multicurrency Revolving
Credit Agreement), bears an unused line fee of 1.05% per annum, payable monthly in arrears, and matures on October 23, 2019.
The Multicurrency Revolving Credit Agreement also includes an Overdraft Facility aggregate amount of $40 million, of which
80
PRA Group, Inc.
Notes to Consolidated Financial Statements
$21.4 million is available to be drawn, accrues interest at the IBOR plus 2.50-3.00% (as determined by the ERC Ratio as defined
in the Multicurrency Revolving Credit Agreement), bears a facility line fee of 0.125% per annum, payable quarterly in arrears,
and also matures October 23, 2019.
The Multicurrency Revolving Credit Agreement is secured by the shares of most of the Company's European subsidiaries
and by all intercompany loan receivables in Europe. The Multicurrency Revolving Credit Agreement contains restrictive covenants
and events of default including the following:
•
•
•
•
the ERC Ratio (as defined in the Multicurrency Revolving Credit Agreement) may not exceed 33%;
the GIBD Ratio (as defined in the Multicurrency Revolving Credit Agreement) cannot exceed 3.0 to 1.0 as of the end of
any fiscal quarter;
interest bearing deposits in AK Nordic AB cannot exceed SEK 500,000,000;
cash collections must exceed 95% of Europe's ERC for the same set of portfolios, measured monthly on a quarterly basis.
At December 31, 2015, the balance on the Multicurrency Revolving Credit Agreement was $576.4 million, with a weighted
average annual interest rate of 3.64%. At December 31, 2014, the balance on the Multicurrency Revolving Credit Agreement was
$427.7 million, with a weighted average annual interest rate of 4.25%.
Aktiv Subordinated Loan
On December 16, 2011, Aktiv entered into a subordinated loan agreement with Metrogas Holding Inc., an affiliate with
Geveran Trading Co. Ltd (the "Commitment"). During the first quarter of 2015, the Company elected to prepay (as allowed for
in the agreement) the outstanding balance on the Aktiv subordinated loan of $30.0 million and terminate the agreement. The Aktiv
subordinated loan accrued interest at LIBOR plus 3.75%, and originally was scheduled to mature on January 16, 2016.
Convertible Senior Notes
On August 13, 2013, the Company completed the private offering of $287.5 million in aggregate principal amount of the
Company's 3.00% Convertible Senior Notes due 2020 (the "Notes"). The Notes were issued pursuant to an Indenture, dated
August 13, 2013 (the "Indenture") between the Company and Wells Fargo Bank, National Association, as trustee. The Indenture
contains customary terms and covenants, including certain events of default after which the Notes may be due and payable
immediately. The Notes are senior unsecured obligations of the Company. Interest on the Notes is payable semi-annually, in arrears,
on February 1 and August 1 of each year, beginning on February 1, 2014. Prior to February 1, 2020, the Notes will be convertible
only upon the occurrence of specified events. On or after February 1, 2020, the Notes will be convertible at any time. Upon
conversion, the Notes may be settled, at the Company's option, in cash, shares of the Company's common stock, or any combination
thereof. Holders of the Notes have the right to require the Company to repurchase all or some of their Notes at 100% of their
principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change (as defined in the Indenture).
In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture), the Company may, under
certain circumstances, be required to increase the conversion rate for the Notes converted in connection with such a make-whole
fundamental change. The conversion rate for the Notes is initially 15.2172 shares per $1,000 principal amount of Notes, which is
equivalent to an initial conversion price of approximately $65.72 per share of the Company's common stock, and is subject to
adjustment in certain circumstances pursuant to the Indenture. The Company does not have the right to redeem the Notes prior to
maturity. As of December 31, 2015 and 2014, none of the conditions allowing holders of the Notes to convert their Notes had
occurred.
As noted above, upon conversion, holders of the 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. However, the Company's current
intent is to settle conversions through combination settlement (i.e., the Notes will be converted into cash up to the aggregate
principal amount, and shares of the Company's common stock or a combination of cash and shares of the Company's common
stock, at the Company's election, for the remainder). As a result and in accordance with authoritative guidance related to derivatives
and hedging and earnings per share, only the conversion spread is included in the diluted earnings per share calculation, if dilutive.
Under such method, the settlement of the conversion spread has a dilutive effect when the average share price of the Company's
common stock during any quarter exceeds $65.72.
The net proceeds from the sale of the Notes were approximately $279.3 million, after deducting the initial purchasers' discounts
and commissions and the estimated offering expenses payable by the Company. The Company used $174.0 million of the net
proceeds from this offering to repay the outstanding balance on its revolving credit facility and used $50.0 million to repurchase
shares of its common stock.
81
PRA Group, Inc.
Notes to Consolidated Financial Statements
The Company determined that the fair value of the Notes at the date of issuance was approximately $255.3 million, and
designated the residual value of approximately $32.2 million as the equity component. Additionally, the Company allocated
approximately $7.3 million of the $8.2 million original Notes issuance cost as debt issuance cost and the remaining $0.9 million
as equity issuance cost.
ASC 470-20, "Debt with Conversion and Other Options" ("ASC 470-20"), requires that, for convertible debt instruments
that may be settled fully or partially in cash upon conversion, issuers must separately account for the liability and equity components
in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods.
Additionally, debt issuance costs are required to be allocated in proportion to the allocation of the liability and equity components
and accounted for as debt issuance costs and equity issuance costs, respectively.
The balances of the liability and equity components of all of the Notes outstanding were as follows as of the dates indicated
(amounts in thousands):
Liability component - principal amount
Unamortized debt discount
Liability component - net carrying amount
Equity component
December 31,
2015
December 31,
2014
$
$
$
287,500
(22,402)
265,098
31,306
$
$
$
287,500
(26,662)
260,838
31,306
The debt discount is amortized into interest expense over the remaining life of the Notes using the effective interest rate,
which is 4.92%.
Interest expense related to the Notes was as follows for the years ended December 31, 2015 and 2014 (amounts in thousands):
Interest expense - stated coupon rate
Interest expense - amortization of debt discount
Total interest expense - convertible senior notes
2015
2014
2013
$
$
8,625
4,260
12,885
$
$
8,625
4,058
12,683
$
$
3,306
1,508
4,814
The Company was in compliance with all covenants under its financing arrangements as of December 31, 2015 and 2014.
The following principal payments are due on the Company's borrowings at December 31, 2015 for the years ending
December 31, (amounts in thousands):
2016
2017
2018
2019
2020
Thereafter
Total
$
189,938
691,799
—
576,433
287,500
—
$
1,745,670
82
7. Property and Equipment, net:
PRA Group, Inc.
Notes to Consolidated Financial Statements
Property and equipment, at cost, consist of the following as of December 31, 2015 and 2014 (amounts in thousands):
2015
2014
Software
Computer equipment
Furniture and fixtures
Equipment
Leasehold improvements
Building and improvements
Land
$
62,198
$
21,109
11,888
12,874
15,112
7,235
1,296
(86,318)
45,394
$
53,076
20,488
11,502
12,880
14,429
7,049
1,269
(72,435)
48,258
Accumulated depreciation and amortization
Property and equipment, net
$
Depreciation and amortization expense relating to property and equipment for the years ended December 31, 2015, 2014
and 2013 was $16.2 million, $13.6 million and $9.7 million, respectively.
The Company, in accordance with the guidance of ASC Topic 350-40 "Internal-Use Software" ("ASC 350-40"), capitalizes
qualifying computer software costs incurred during the application development stage and amortizes them over their estimated
useful life on a straight-line basis beginning when the project is completed. Costs associated with preliminary project stage activities,
training, maintenance and all other post implementation stage activities are expensed as incurred. The Company's policy provides
for the capitalization of certain direct payroll costs for employees who are directly associated with internal use computer software
projects, as well as external direct costs of services associated with developing or obtaining internal use software. Capitalizable
personnel costs are limited to the time directly spent on such projects. As of December 31, 2015 and 2014, the Company has
incurred and capitalized $15.0 million and $12.9 million, respectively, of these direct payroll costs related to software developed
for internal use. As of December 31, 2015 and 2014, $0.1 million and $1.0 million of these costs are for projects that are in the
development stage and therefore are a component of "Other assets." Once the projects are completed, the costs will be transferred
to Software and amortized over their estimated useful life of three to seven years. Amortization expense relating to this internally
developed software for the years ended December 31, 2015, 2014 and 2013 was $2.2 million, $1.9 million and $1.5 million,
respectively. Remaining unamortized costs relating to this internally developed software as of December 31, 2015, 2014 and 2013
were $6.6 million, $5.9 million and $4.4 million, respectively.
8. Fair Value:
As defined by ASC Topic 820, "Fair Value Measurements and Disclosures" ("ASC 820"), fair value is the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. ASC 820 also requires the consideration of differing levels of inputs in the determination of fair values.
Those levels of input are summarized as follows:
• Level 1: Quoted prices in active markets for identical assets and liabilities.
• Level 2: Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active
markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation
techniques for which all significant assumptions are observable in the market.
• Level 3: Unobservable inputs that are supported by little or no market activity. Level 3 assets and liabilities include
financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar
techniques as well as instruments for which the determination of fair value requires significant management judgment
or estimation.
The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level
input that is significant to the fair value measurement in its entirety.
83
Financial Instruments Not Required To Be Carried at Fair Value
PRA Group, Inc.
Notes to Consolidated Financial Statements
In accordance with the disclosure requirements of ASC Topic 825, "Financial Instruments" ("ASC 825"), the table below
summarizes fair value estimates for the Company's financial instruments that are not required to be carried at fair value. The total
of the fair value calculations presented does not represent, and should not be construed to represent, the underlying value of the
Company. The carrying amounts in the table are recorded in the consolidated balance sheets at December 31, 2015 and December 31,
2014 (amounts in thousands):
Financial assets:
Cash and cash equivalents
Held-to-maturity investments
Other investments
Finance receivables, net
Financial liabilities:
Interest-bearing deposits
Revolving lines of credit
Term loans
Notes and loans payable
Convertible senior notes
December 31, 2015
December 31, 2014
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
$
71,372
$
71,372
$
39,661
$
50,247
15,498
55,613
16,803
31,017
17,560
39,661
31,017
19,776
2,202,113
2,704,432
2,001,790
2,460,787
46,991
1,118,232
170,000
169,938
265,098
46,991
1,118,232
170,000
169,938
241,126
27,704
836,680
185,000
199,938
260,838
27,704
836,680
185,000
199,938
324,757
Disclosure of the estimated fair values of financial instruments often requires the use of estimates. The Company uses the
following methods and assumptions to estimate the fair value of financial instruments:
Cash and cash equivalents: The carrying amount approximates fair value and quoted prices for identical assets can be
found in active markets. Accordingly, the Company estimates the fair value of cash and cash equivalents using Level 1 inputs.
Held-to-maturity investments: Fair value of the Company's investment in Series B certificates of a closed-end Polish
investment fund is estimated using proprietary pricing models that the Company utilizes to make portfolio purchase decisions.
Accordingly, the Company estimates the fair value of its held-to-maturity investments using Level 3 inputs as there is little
observable market data available and management is required to use significant judgment in its estimates.
Other investments: This class of investments consists of private equity funds that invest primarily in loans and securities
including single-family residential debt; corporate debt products; and financially-oriented, real-estate-rich and other operating
companies in the Americas, Western Europe, and Japan. These investments are subject to certain restrictions regarding transfers
and withdrawals. The investments can never be redeemed with the funds. Instead, the nature of the investments in this class is that
distributions are received through the liquidation of the underlying assets of the fund. The fair value of the Company's interest is
valued by the fund managers; accordingly, the Company estimates the fair value of these investments using Level 3 inputs. The
investments are expected to be returned through distributions as a result of liquidations of the funds' underlying assets over 1 to
4 years.
Finance receivables, net: The Company computed the estimated fair value of these receivables using proprietary pricing
models that the Company utilizes to make portfolio purchase decisions. Accordingly, the Company's fair value estimates use Level
3 inputs as there is little observable market data available and management is required to use significant judgment in its estimates.
Interest-bearing deposits: The carrying amount approximates fair value due to the short-term nature of the deposits and
the observable quoted prices for similar instruments in active markets. Accordingly, the Company uses Level 2 inputs for its fair
value estimates.
Revolving lines of credit: The carrying amount approximates fair value due to the short-term nature of the interest rate
periods and the observable quoted prices for similar instruments in active markets. Accordingly, the Company uses Level 2 inputs
for its fair value estimates.
84
PRA Group, Inc.
Notes to Consolidated Financial Statements
Term loans: The carrying amount approximates fair value due to the short-term nature of the interest rate periods and the
observable quoted prices for similar instruments in active markets. Accordingly, the Company uses Level 2 inputs for its fair value
estimates.
Notes and loans payable: The carrying amount approximates fair value due to the short-term nature of the loan terms and
the observable quoted prices for similar instruments in active markets. Accordingly, the Company uses Level 2 inputs for its fair
value estimates.
Convertible senior notes: The notes are carried at historical cost, adjusted for the debt discount. The fair value estimates
for these notes incorporates quoted market prices which were obtained from secondary market broker quotes which were derived
from a variety of inputs including client orders, information from their pricing vendors, modeling software, and actual trading
prices when they occur. Accordingly, the Company uses Level 2 inputs for its fair value estimates.
Financial Instruments Required To Be Carried At Fair Value
The carrying amounts in the following table are measured at fair value on a recurring basis in the accompanying consolidated
balance sheets at December 31, 2015 and 2014 (amounts in thousands):
Assets:
Available-for-sale investments
$
3,405
$
— $
4,649
$
8,054
Liabilities:
Interest rate swap contracts (recorded in accrued expenses) $
— $
1,601
$
— $
1,601
Fair Value Measurements as of December 31, 2015
Level 1
Level 2
Level 3
Total
Assets:
Trading investments
Available-for-sale investments
Liabilities:
Fair Value Measurements as of December 31, 2014
Level 1
Level 2
Level 3
Total
$
37,405
$
—
— $
—
— $
3,721
37,405
3,721
Interest rate swap contracts (recorded in accrued expenses) $
— $
3,387
$
— $
3,387
Trading investments: Fair value of the Company's investments in money market mutual funds is reported using the closing
price of the fund's net asset value in an active market. Accordingly, the Company uses Level 1 inputs.
Available-for-sale investments: Fair value of the Company's investment in Series C certificates of a closed-end Polish
investment fund is estimated using proprietary pricing models that the Company utilizes to make portfolio purchase decisions.
Accordingly, the Company estimates the fair value of these available-for-sale investments using Level 3 inputs as there is little
observable market data available and management is required to use significant judgment in its estimates. At December 31, 2015,
unrealized losses in other comprehensive income were $1.2 million. There were no unrealized gains or losses in other comprehensive
income in 2014.
Fair value of the Company's investment in government bonds and fixed income funds is estimated using quoted market
prices. Accordingly, the Company uses Level 1 inputs.
Interest rate swap contracts: The interest rate swap contracts are carried at fair value which is determined by 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 and other factors. Accordingly, the Company uses Level 2 inputs for its fair
value estimates.
9. Share-Based Compensation:
The Company has an Omnibus Incentive Plan (the "Plan") to assist the Company in attracting and retaining selected individuals
to serve as employees and directors, who are expected to contribute to the Company's success and to achieve long-term objectives
that will benefit stockholders of the Company. The Plan enables the Company to award shares of the Company's common stock
to select employees and directors, as described in the Plan, not to exceed 5,400,000 shares as authorized by the Plan.
85
PRA Group, Inc.
Notes to Consolidated Financial Statements
Total share-based compensation expense was $16.3 million, $15.0 million and $12.3 million for the years ended December 31,
2015, 2014 and 2013, respectively. Tax benefits resulting from tax deductions in excess of share-based compensation expense
(windfall tax benefits) recognized under the provisions of ASC 718 are credited to additional paid-in capital. Realized tax shortfalls,
if any, are first offset against the cumulative balance of windfall tax benefits, if any, and then charged directly to income tax expense.
The total tax benefit realized from share-based compensation was approximately $8.9 million, $10.8 million and $8.2 million for
the years ended December 31, 2015, 2014 and 2013, respectively.
Nonvested Shares
As of December 31, 2015, total future compensation costs related to nonvested awards of nonvested shares (not including
nonvested shares granted under the Long-Term Incentive Program ("LTI") is estimated to be $8.8 million with a weighted average
remaining life for all nonvested shares of 1.5 years. Grants made to key employees and directors of the Company were assumed
to have no forfeiture rates associated with them due to the historically low turnover among this group. With the exception of the
awards made pursuant to the LTI program and a few employee and director grants the nonvested shares vest ratably generally over
three to five years and are expensed over their vesting period.
The following summarizes all nonvested share transactions, excluding those related to the LTI program, from December 31,
2012 through December 31, 2015 (amounts in thousands, except per share amounts):
December 31, 2012
Granted
Vested
Canceled
December 31, 2013
Granted
Vested
Canceled
December 31, 2014
Granted
Vested
Canceled
December 31, 2015
Nonvested Shares
Outstanding
Weighted-Average
Price at Grant Date
288
$
110
(143)
(29)
226
272
(155)
(4)
339
100
(151)
(4)
284
$
20.84
37.31
19.75
20.57
29.58
56.69
37.34
50.41
47.34
53.29
42.15
47.49
52.20
The total grant date fair value of shares vested, excluding those granted under the LTI program, during the years ended
December 31, 2015, 2014 and 2013, was $6.4 million, $5.8 million and $2.8 million, respectively.
Long-Term Incentive Program
Pursuant to the Plan, the Compensation Committee may grant time-vested and performance based nonvested shares. All
shares granted under the LTI program were granted to key employees of the Company.
86
PRA Group, Inc.
Notes to Consolidated Financial Statements
The following table summarizes all LTI share transactions from December 31, 2012 through December 31, 2015 (amounts
in thousands, except per share amounts):
Nonvested LTI Shares
Outstanding
Weighted-Average
Price at Grant Date
December 31, 2012
Granted at target level
Adjustments for actual performance
Vested
Canceled
December 31, 2013
Granted at target level
Adjustments for actual performance
Vested
December 31, 2014
Granted at target level
Adjustments for actual performance
Vested
Canceled
December 31, 2015
497
124
108
(279)
(16)
434
111
222
(279)
488
132
122
(252)
(7)
483
$
$
21.71
34.59
17.91
19.10
25.01
25.79
49.60
22.32
24.21
30.52
52.47
34.59
20.21
40.05
42.80
The total grant date fair value of LTI shares vested during the years ended December 31, 2015, 2014 and 2013, was
$5.1 million, $6.8 million and $5.3 million, respectively.
At December 31, 2015, total future compensation costs, assuming the current estimated performance levels are achieved,
related to nonvested share awards granted under the LTI program are estimated to be approximately $8.8 million. The Company
assumed a 7.5% forfeiture rate for these grants and the remaining shares have a weighted average life of 0.9 years at December 31,
2015.
10. Earnings per Share:
Basic earnings per share ("EPS") are computed by dividing net income available to common shareholders of PRA Group,
Inc. by weighted average common shares outstanding. Diluted EPS are computed using the same components as basic EPS with
the denominator adjusted for the dilutive effect of the Notes and nonvested share awards, if dilutive. For the Notes, only the
conversion spread is included in the diluted earnings per share calculation, if dilutive. Under such method, the settlement of the
conversion spread has a dilutive effect when the average share price of the Company's common stock during any quarter exceeds
$65.72, which did not occur during the period from which the Notes were issued on August 13, 2013 through December 31, 2015.
Share-based awards that are contingent upon the attainment of performance goals are not included in the computation of diluted
EPS until the performance goals have been attained. The dilutive effect of nonvested shares is computed using the treasury stock
method, which assumes any proceeds that could be obtained upon the vesting of nonvested shares would be used to purchase
common shares at the average market price for the period. The assumed proceeds include the windfall tax benefit that would be
received upon assumed exercise.
The following table provides a reconciliation between the computation of basic EPS and diluted EPS for the years ended
December 31, 2015, 2014 and 2013 (amounts in thousands, except per share amounts):
Net income
attributable
to PRA
Group, Inc.
2015
Weighted
Average
Common
Shares
Net income
attributable
to PRA
Group, Inc.
EPS
2014
Weighted
Average
Common
Shares
Net income
attributable
to PRA
Group, Inc.
EPS
2013
Weighted
Average
Common
Shares
EPS
Basic EPS
$ 167,926
48,128
$
3.49
$ 176,505
49,990
$
3.53
$ 175,314
50,366
$
3.48
Dilutive effect of
nonvested share awards
277
(0.02)
431
Diluted EPS
$ 167,926
48,405
$
3.47
$ 176,505
50,421
$
(0.03)
3.50
507
$ 175,314
50,873
$
(0.03)
3.45
87
PRA Group, Inc.
Notes to Consolidated Financial Statements
There were no antidilutive options outstanding as of December 31, 2015, 2014 and 2013.
11. Proforma Financial Information:
Aktiv Results
The Company's results for the year ended December 31, 2014 include the operations of Aktiv from the acquisition date of
July 16, 2014 through December 31, 2014.
The table below presents the estimated impact of the Aktiv acquisition on our revenue and income from continuing operations,
net of tax for the year ended December 31, 2014. The table also includes condensed pro forma information on our combined results
of operations as they may have appeared assuming the Aktiv acquisition had been completed on January 1, 2013. These amounts
include certain corporate expenses, transaction costs or merger related expenses that resulted from the acquisition and are therefore
not representative of the actual results of the operations of these businesses on a stand-alone basis.
Included in the combined pro forma results are adjustments to reflect the impact of certain purchase accounting adjustments,
including adjustments to Income recognized on finance receivables, net; Outside fees and services; Depreciation and amortization;
and Interest expense.
The pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate
the actual combined financial results had the closing of the Aktiv acquisition been completed on January 1, 2013 nor does it reflect
the benefits obtained through the integration of business operations realized since acquisition. Furthermore, the information is not
indicative of the results of operations in future periods. The unaudited pro forma condensed combined financial information does
not reflect the impact of possible business model changes nor does it consider any potential impacts of market conditions, expense
efficiencies or other factors.
(amounts in thousands)
Revenues
Net income attributable to PRA Group, Inc.
12. Derivatives:
Aktiv Impact
From July 16, 2014
through December 31,
2014
Combined Pro Forma Results
(Unaudited)
Year Ended December 31,
2014
2013
$
102,098
$ 1,020,234
$
970,148
22,537
219,947
320,470
The Company's activities are subject to various financial risks including market risk, currency and interest rate risk, credit
risk, liquidity risk and cash flow risk. The Company's overall financial risk management program focuses on the unpredictability
of financial markets and seeks to minimize potential adverse effects on the Company's financial performance. The Company may
periodically enter into derivative financial instruments, typically interest rate swap agreements, to reduce its exposure to fluctuations
in interest rates on variable-rate debt and their impact on earnings and cash flows. The Company does not utilize derivative financial
instruments with a level of complexity or with a risk greater than the exposure to be managed nor does it enter into or hold derivatives
for trading or speculative purposes. The Company periodically reviews the creditworthiness of the swap counterparty to assess
the counterparty's ability to honor its obligation. Counterparty default would expose the Company to fluctuations in variable interest
rates. Based on the guidance of ASC Topic 815 "Derivatives and Hedging" ("ASC 815"), the Company records derivative financial
instruments at fair value on the consolidated balance sheets.
The financing of portfolio investments is generally drawn in the same currencies as the underlying expected future cash flow
from the portfolios. The interest rate risk related to the loans is reduced through the use of a combination of interest rate swaps in
EUR, GBP, SEK, PLN and NOK. At December 31, 2015 and 2014, approximately 42% and 54%, respectively, of the net borrowings
of PRA Europe was hedged, reducing the related interest rate risk.
The Company's financial derivative instruments are not designated as hedging instruments under ASC 815 and therefore the
gain or loss on such hedge and the change in fair value of the derivative is recorded in "interest income/(expense)" in the Company's
consolidated financial statements. During the years ended December 31, 2015 and 2014, the Company recorded $4.9 million and
$1.8 million, respectively, in interest expense related to its interest rate swaps in its consolidated income statements. There were
no derivatives outstanding during the year ended December 31, 2013.
88
PRA Group, Inc.
Notes to Consolidated Financial Statements
The following table sets forth the fair value amounts of the derivative instruments held by the Company as December 31,
2015 and 2014 (amounts in thousands):
Derivatives not designated as hedging instruments under
ASC 815
Asset
Derivatives
Liability
Derivatives
Asset
Derivatives
Liability
Derivatives
Interest rate swap contracts
$
— $
1,602
$
— $
3,387
2015
2014
Liabilities for derivatives are recorded in accrued expenses in the accompanying consolidated balance sheets.
13. Stockholders' Equity:
On December 10, 2014, the Company's board of directors authorized a share repurchase program to purchase up to $100.0
million of the Company's outstanding shares of common stock on the open market. During the year ended December 31, 2015,
the Company purchased 1,610,182 shares of its common stock under the plan at an average price of $53.10 per share, which
represented the remaining shares allowed under the plan.
On October 22, 2015, the Company's board of directors authorized a new share repurchase program to purchase up to
$125.0 million of the Company's outstanding shares of common stock on the open market. During the year ended December 31,
2015, the Company purchased 2,072,721 shares of its common stock under the new plan at an average price of $38.60 per share.
At December 31, 2015, the maximum remaining purchase price for share repurchases under the plan is approximately $45.0 million.
14. Income Taxes:
The Company follows the guidance of ASC 740 as it relates to the provision for income taxes and uncertainty in income
taxes. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.
The income tax expense/(benefit) recognized for the years ended December 31, 2015, 2014 and 2013 is comprised of the
following (amounts in thousands):
For the year ended December 31, 2015:
Current tax expense
Deferred tax expense/(benefit)
Total income tax expense
For the year ended December 31, 2014:
Current tax expense
Deferred tax expense
Total income tax expense
For the year ended December 31, 2013:
Current tax expense
Deferred tax expense/(benefit)
Total income tax expense/(benefit)
Federal
State
Foreign
Total
$
$
$
$
$
$
62,869
2,887
65,756
57,336
30,319
87,655
82,163
13,321
95,484
$
$
$
$
$
$
9,399
(600)
8,799
8,823
4,717
13,540
12,163
(550)
11,613
$
$
$
$
$
$
$
$
$
$
$
25,692
(10,856)
14,836
5,342
17,971
23,313
833
(1,784)
97,960
(8,569)
89,391
71,501
53,007
124,508
95,159
10,987
(951) $
106,146
89
PRA Group, Inc.
Notes to Consolidated Financial Statements
A reconciliation of the Company's expected tax expense at the statutory federal tax rate to actual tax expense for the years
ended December 31, 2015, 2014 and 2013 is as follows (amounts in thousands):
Expected tax expense at statutory federal rates
State tax expense, net of federal tax benefit
Foreign taxable translation
Foreign rate difference
Penalties
Acquisition expenses
Other
Total income tax expense
2015
2014
2013
$
90,133
$
105,355
$
5,719
(708)
(8,787)
2,819
234
(19)
89,391
$
8,565
8,199
90
—
2,169
130
$
124,508
$
99,073
7,548
—
820
—
—
(1,295)
106,146
The Company has recognized a net deferred tax liability of $248.4 million and $249.5 million as of December 31, 2015 and
2014, respectively. The components of the net deferred tax liability are as follows (amounts in thousands):
Deferred tax assets:
Employee compensation
Net operating loss carryforward
Other
Accrued liabilities
Interest
Total deferred tax asset
Deferred tax liabilities:
Depreciation expense
Intangible assets and goodwill
Convertible debt
Other
Finance receivable revenue recognition - international
Finance receivable revenue recognition - domestic
Total deferred tax liability
Valuation allowance
Net deferred tax liability
2015
2014
$
$
13,845
39,080
3,843
8,429
10,664
75,861
5,276
7,039
8,653
4,204
2,063
251,733
278,968
45,323
248,430
$
$
9,304
33,026
5,447
3,334
7,876
58,987
5,998
1,434
10,332
7,843
11,677
240,998
278,282
30,166
249,461
A valuation allowance for deferred tax assets is recognized and charged to earnings in the period such determination is made,
if it is determined that it is more likely than not that the deferred tax asset will not be realized. If the Company subsequently realized
deferred tax assets that were previously determined to be unrealizable, the respective valuation allowance would be reversed,
resulting in a positive adjustment to earnings in the period such determination is made. The determination for a valuation allowance
is made on a jurisdiction by jurisdiction basis. At December 31, 2015 and 2014, the valuation allowance relating to tax losses and
interest limitations in Norway and Luxembourg is $45.3 million and $30.2 million, respectively. The Company believes it is more
likely than not that the results of future operations will generate sufficient taxable income to realize the net deferred tax assets.
For tax purposes, the Company utilizes the cost recovery method of accounting. Under the cost recovery method, collections
on finance receivables are applied first to principal to reduce the finance receivables to zero before taxable income is recognized.
The Internal Revenue Service ("IRS") examined the Company's 2005 through 2012 tax returns and has asserted that tax revenue
recognition using the cost recovery method does not clearly reflect taxable income. The Company believes it has sufficient support
for the technical merits of its position, and believes cost recovery to be an acceptable tax revenue recognition method for companies
in the bad debt purchasing industry. The Company has received Notices of Deficiency for tax years ended December 31, 2005
through 2012. The proposed deficiencies relate to the cost recovery method of tax accounting. In response to the notices, the
Company filed petitions in the United States Tax Court ("Tax Court"). On July 10, 2015 and July 21, 2015, the IRS filed motions
for summary judgment for tax years 2008 through 2012 and 2005 through 2007, respectively. On October 30, 2015, the Tax Court
held oral arguments on the IRS motions. On November 12, 2015 the IRS motions for summary judgment were denied. The court
also set this matter for trial to begin on September 19, 2016.
90
PRA Group, Inc.
Notes to Consolidated Financial Statements
If the Company is unsuccessful in the Tax Court and any potential appeals, it may be required to pay the related deferred
taxes, and possibly interest and penalties. At December 31, 2015 and 2014 deferred tax liabilities related to this item were $251.7
million and $241.0 million, respectively. Any adverse determination on this matter could result in the Company amending state
tax returns for prior years, increasing its taxable income in those states. The Company files tax returns in multiple state jurisdictions;
therefore, any underpayment of state tax will accrue interest in accordance with the respective state statute. At December 31, 2015
and 2014 the Company's estimate of the potential federal and state interest was $91.0 million and $79.0 million, respectively.
ASC 740 requires the recognition of interest if the tax law would require interest to be paid on the underpayment of taxes,
and recognition of penalties if a tax position does not meet the minimum statutory threshold to avoid payment of penalties. The
Company believes it has sufficient support for the technical merits of its position and that it is more likely than not this position
will be sustained. Accordingly, the Company has not accrued for interest or penalties on any of its tax positions, including the cost
recovery matter.
At December 31, 2015, the tax years subject to examination by the major federal, state and international taxing jurisdictions
are 2003, 2005 and subsequent years. The 2003 tax year remains open to examination because of a net operating loss that originated
in that year but was not fully utilized until the 2005 tax year. The examination periods for the 2005 through 2012 tax years are
suspended until a decision of the Tax Court becomes final.
As of December 31, 2015, the cumulative unremitted earnings of the Company's foreign subsidiaries are approximately
$1.2 million. The Company intends for predominantly all foreign earnings to be indefinitely reinvested in its foreign operations
and, therefore, the recording of deferred tax liabilities for such unremitted earnings is not required. It is impracticable to determine
the total amount of unrecognized deferred taxes with respect to these permanently reinvested earnings. The amount of cash on
hand related to foreign operations with permanently reinvested earnings was $51.5 million and $23.0 million as of December 31,
2015 and 2014, respectively.
The Company's foreign subsidiaries have $1.7 million and $10.7 million of net operating loss carryforwards net of valuation
allowances as of December 31, 2015 and 2014, respectively. Most of the net operating losses do not expire under local law and
the remaining jurisdictions allow for a 7 to 20 year carryforward period.
15. Commitments and Contingencies:
Employment Agreements:
The Company has employment agreements, most of which expire on December 31, 2017, with all of its U.S. executive
officers and with several members of its U.S. senior management group. Such agreements provide for base salary payments as
well as bonuses which are based on the attainment of specific management goals. As of December 31, 2015, estimated future
compensation under these agreements is approximately $21.9 million. The agreements also contain confidentiality and non-compete
provisions. Outside the United States, employment agreements are in place with employees pursuant to local country regulations.
Generally, these agreements do not have expiration dates and therefore it is impractical to estimate the amount of future compensation
under these agreements. Accordingly, the future compensation under these agreements is not included in the $21.9 million total
above.
Leases:
The Company is party to various operating leases with respect to its facilities and equipment. The future minimum lease
payments at December 31, 2015 total approximately $39.2 million.
Forward Flow Agreements:
The Company is party to several forward flow agreements that allow for the purchase of nonperforming loans at pre-
established prices. The maximum remaining amount to be purchased under forward flow agreements at December 31, 2015 is
approximately $541.1 million.
Finance Receivables:
Certain agreements for the purchase of finance receivables portfolios contain provisions that may, in limited circumstances,
require the Company to refund a portion or all of the collections subsequently received by the Company on particular accounts.
The potential refunds as of the balance sheet date are not considered to be significant.
91
Litigation and Regulatory Matters:
PRA Group, Inc.
Notes to Consolidated Financial Statements
The Company is from time to time subject to routine legal claims, proceedings and regulatory matters, most of which are
incidental to the ordinary course of its business. The Company initiates lawsuits against customers and is occasionally countersued
by them in such actions. Also, customers, either individually, as members of a class action, or through a governmental entity on
behalf of customers, may initiate litigation against the Company in which they allege that the Company has violated a state or
federal law in the process of collecting on an account. From time to time, other types of lawsuits are brought against the Company.
Additionally, the Company receives subpoenas and other requests or demands for information from regulators or governmental
authorities who are investigating the Company's debt collection activities. The Company evaluates and responds appropriately to
such requests.
The Company accrues for potential liability arising from legal proceedings and regulatory matters when it is probable that
such liability has been incurred and the amount of the loss can be reasonably estimated. This determination is based upon currently
available information for those proceedings in which the Company is involved, taking into account the Company's best estimate
of such losses for those cases for which such estimates can be made. The Company's estimate involves significant judgment, given
the varying stages of the proceedings (including the fact that many of them are currently in preliminary stages), the number of
unresolved issues in many of the proceedings (including issues regarding class certification and the scope of many of the claims),
and the related uncertainty of the potential outcomes of these proceedings. In making determinations of the likely outcome of
pending litigation, the Company considers many factors, including, but not limited to, the nature of the claims, the Company's
experience with similar types of claims, the jurisdiction in which the matter is filed, input from outside legal counsel, the likelihood
of resolving the matter through alternative mechanisms, the matter's current status and the damages sought or demands made.
Accordingly, the Company's estimate will change from time to time, and actual losses could be more than the current estimate.
The Company believes that the estimate of the aggregate range of reasonably possible losses in excess of the amount accrued
for its legal proceedings outstanding at December 31, 2015, excluding the potential interest associated with the IRS matter described
below, is from $0 to $80 million.
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. Loss estimates and accruals for potential liability related to
legal proceedings are exclusive of potential recoveries, if any, under the Company's insurance policies or third-party indemnities.
The Company has not recorded any potential recoveries under the Company's insurance policies or third-party indemnities, with
the exception of the Telephone Consumer Protection Act Litigation matter.
The matters described below fall outside of the normal parameters of the Company's routine legal proceedings.
Telephone Consumer Protection Act Litigation
The Company has been named as defendant in a number of putative class action cases, each alleging that the Company
violated the Telephone Consumer Protection Act ("TCPA") by calling consumers' cellular telephones without their prior express
consent. On December 21, 2011, the U.S. Judicial Panel on Multi-District Litigation entered an order transferring these matters
into one consolidated proceeding in the U.S. District Court for the Southern District of California (the "Court"). On November 14,
2012, the putative class plaintiffs filed their amended consolidated complaint in the matter, now styled as In re Portfolio Recovery
Associates, LLC Telephone Consumer Protection Act Litigation, case No. 11-md-02295 (the "MDL action"). Following the ruling
of the U.S. Federal Communications Commission on June 10, 2015 on various petitions concerning the TCPA, the Court lifted
the stay of these matters that had been in place since May 20, 2014. In January 2016, the parties reached a settlement agreement
in principle under which the parties have agreed to seek court approval of class certification and the proposed settlement. The
Company has fully accrued for the settlement amount as of December 31, 2015. During the years ended December 31, 2015, 2014
and 2013, the amounts charged to earnings through Outside fees and services expense, related to the accrual for this matter were
$8.0 million, $0 and $1.2 million, respectively. The 2015 amount is net of expected insurance proceeds.
Internal Revenue Service Audit
The IRS examined the Company's 2005 through 2012 tax returns and has asserted that tax revenue recognition using the cost
recovery method does not clearly reflect taxable income. The Company believes it has sufficient support for the technical merits
of its position, and believes cost recovery to be an acceptable tax revenue recognition method for the Company's industry. The
Company has received Notices of Deficiency for tax years ended December 31, 2005 through 2012. The proposed deficiencies
relate to the cost recovery method of tax accounting for finance receivables. In response to the notices, the Company filed petitions
in the Tax Court challenging the deficiency. On July 10, 2015 and July 21, 2015, the IRS filed motions for summary judgment for
tax years 2008 through 2012 and 2005 through 2007, respectively. On October 30, 2015, the Tax Court held oral arguments on
the IRS motions. On November 12, 2015, the IRS Motions for Summary Judgment were denied. The Tax Court also set this matter
92
PRA Group, Inc.
Notes to Consolidated Financial Statements
for trial, to begin on September 19, 2016. If the Company is unsuccessful in the Tax Court and any potential appeals to the Federal
Court of Appeals, it may ultimately be required to pay the related deferred taxes, and possibly interest and penalties. Deferred tax
liabilities related to this item were $251.7 million at December 31, 2015. Any adverse determination on this matter could result
in the Company amending state tax returns for prior years, increasing its taxable income in those states. The Company files tax
returns in multiple state jurisdictions; therefore, any underpayment of state tax will accrue interest in accordance with the respective
state statute. The Company's estimate of the potential federal and state interest is $91.0 million as of December 31, 2015, which
has not been accrued.
Consumer Financial Protection Bureau Investigation
On September 9, 2015, Portfolio Recovery Associates, LLC, a wholly owned subsidiary of the Company, entered into a
Consent Order with the Consumer Financial Protection Bureau (the "CFPB"), settling a previously disclosed investigation of
certain debt collection practices of the subsidiary (the "Consent Order").
Among other things, the Consent Order requires the Company to: (i) vacate 837 judgments obtained after the applicable
statute of limitations, refund $860,607 in payments received on account of such judgments and waive the remaining $3,411,094
of judgment balances; (ii) refund $18,184,836 in Litigation Department Calls Restitution, as defined in the Consent Order, and
(iii) pay an $8,000,000 civil money penalty to the CFPB.
All payments required by the Consent Order were made during 2015 and included in Other operating expenses.
Portfolio Recovery Associates, LLC v. Guadalupe Mejia
On May 11, 2015, an unfavorable jury verdict was delivered against the Company in a matter pending in Jackson County,
Missouri. The jury awarded Guadalupe Mejia $251,000 in compensatory damages and $82,009,549 in punitive damages for her
counter-claim against the Company, alleging malicious prosecution and impermissible collection practices. The Company believes
the verdict and magnitude of the award to be erroneous and appealed the award. Unless overturned or significantly reduced, the
award could result in a loss of up to the amount of the jury award.
16. Retirement Plans:
The Company sponsors defined contribution plans both in the United States and Europe. The U.S. plan is organized as a
401(k) plan under which all employees over eighteen years of age are eligible to make voluntary contributions to the plan up to
100% of their compensation, subject to Internal Revenue Service limitations, after completing six months of service, as defined
in the plan. The Company makes matching contributions of up to 4% of an employee's salary. For the defined contribution plans
in Europe, the Company pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual
or voluntary basis. Total compensation expense related to the Company's contributions was $4.3 million, $2.8 million, and $1.8
million for the years ended December 31, 2015, 2014 and 2013, respectively.
17. Subsequent Event:
On February 19, 2016, the Company entered into a second amendment to the Multicurrency Revolving Credit Agreement
which provided, among other things, (i) the extension of the final repayment date to February 19, 2021, (ii) an increase to the total
commitments from $750 million to $900 million, subject to certain requirements, (iii) the ability to obtain shareholder loans of up
to 10% of the Total Commitment (as defined in the Multicurrency Revolving Credit Agreement) under certain circumstances, and
(iv) an ERC ratio (as defined in Multicurrency Revolving Credit Agreement) ranging from and an increase in the maximum ERC
ratio from 32.2% to 38.7% depending on the mix of portfolios owned, subject to the payment of additional associated fees.
93
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) that are designed to ensure that information required to be disclosed in our Exchange Act reports
is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls
and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and procedures. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or
that the degree of compliance with the policies or procedures may deteriorate. We conducted an evaluation, under the supervision
and with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this report. Based on this evaluation, the principal executive officer
and principal financial officer have concluded that, as of December 31, 2015, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting that
occurred during the quarter ended December 31, 2015 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and
maintaining effective internal control over financial reporting. Internal control over financial reporting is defined in Exchange Act
Rules 13a-15(f) and 15d-15(f) as a process designed by, or under the supervision of, the company’s principal executive and principal
financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we carried out an evaluation of the effectiveness of our internal
control over financial reporting based on the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations (COSO) of the Treadway Commission. Based on its assessment under this framework, management has determined
that, its internal control over financial reporting was effective as of December 31, 2015. The Company’s independent registered
public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of our internal control over financial reporting
as of December 31, 2015, which is included herein.
Scope of Management’s Report on Internal Control over Financial Reporting. During the third quarter of 2015, we completed the
RCB acquisition. As a result, RCB is excluded from the scope of management’s assessment of internal control over financial
reporting. As of December 31, 2015, RCB represents approximately 3.2% of total assets and 0.2% of total revenue reflected in
our Consolidated Financial Statements as of and for the year ended December 31, 2015.
94
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
PRA Group, Inc.:
We have audited PRA Group, Inc.'s internal control over financial reporting as of December 31, 2015, based on criteria established
in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). PRA Group, Inc.'s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management's Report on Internal Control over Financial Reporting (Item 9A). Our responsibility is to express an opinion on PRA
Group, Inc.'s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, PRA Group, Inc. maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
PRA Group, Inc. acquired 55% of the equity interest of RCB Investimentos S.A. (RCB) during 2015, and management excluded
from its assessment of the effectiveness of PRA Group, Inc.’s internal control over financial reporting as of December 31, 2015,
RCB’s internal control over financial reporting associated with approximately 3.2% of total assets and 0.2% of total revenues
reflected in the consolidated financial statements of PRA Group, Inc. and subsidiaries as of and for the year ended December 31,
2015. Our audit of internal control over financial reporting of PRA Group, Inc. also excluded an evaluation of the internal control
over financial reporting of RCB.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of PRA Group, Inc. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated
income statements, and statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-
year period ended December 31, 2015, and our report dated February 26, 2016 expressed an unqualified opinion on those
consolidated financial statements.
/s/ KPMG LLP
Norfolk, Virginia
February 26, 2016
95
Item 9B. Other Information.
None.
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
The information required by Item 10 is incorporated herein by reference to the sections labeled "Security Ownership of
Management and Directors," "Board of Directors," "Corporate Governance," "Committees of the Board of Directors" and "Report
of the Audit Committee" in the Company's definitive Proxy Statement in connection with the Company's 2016 Annual Meeting
of Shareholders.
Information for the section labeled "Executive Officers of the Registrant" can be found in the "Business" section beginning
on page 6.
Item 11. Executive Compensation.
The information required by Item 11 is incorporated herein by reference to (a) the section labeled "Compensation Discussion
and Analysis" in the Company's definitive Proxy Statement in connection with the Company's 2016 Annual Meeting of Shareholders
and (b) the section labeled "Compensation Committee Report" in the Company's definitive Proxy Statement in connection with
the Company's 2016 Annual Meeting of Shareholders, which section (and the report contained therein) shall be deemed to be
furnished in this report and shall not be incorporated by reference into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934 as a result of such furnishing in this Item 11.
Item 12. Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters.
The information required by Item 12 is incorporated herein by reference to the section labeled "Security Ownership of
Management and Directors" in the Company's definitive Proxy Statement in connection with the Company's 2016 Annual Meeting
of Shareholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by Item 13 is incorporated herein by reference to the sections labeled "Policies for Approval of
Related Party Transactions" and "Director Independence" in the Company's definitive Proxy Statement in connection with the
Company's 2016 Annual Meeting of Shareholders.
Item 14. Principal Accountant Fees and Services.
The information required by Item 14 is incorporated herein by reference to the section labeled "Fees Paid to KPMG LLP"
in the Company's definitive Proxy Statement in connection with the Company's 2016 Annual Meeting of Shareholders.
96
Item 15. Exhibits and Financial Statement Schedules.
(a) Financial Statements.
PART IV
The following financial statements of the Company are included in Item 8 of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Income Statements
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
63
64
65
66
67
68
69
(b) Exhibits.
2.1
3.1
3.2
4.1
4.2
4.3
10.1
10.2
10.3
10.4
10.5
10.6
10.7
Equity Exchange Agreement between Portfolio Recovery Associates, L.L.C. and Portfolio Recovery Associates, Inc.
(Incorporated by reference to Exhibit 2.1 of Amendment No. 2 to the Registration Statement on Form S-1 filed on
October 30, 2002).
Fourth Amended and Restated Certificate of Incorporation of PRA Group, Inc. (Incorporated by reference to Exhibit
3.1 of the Current Report on Form 8-K filed on October 29, 2014).
Amended and Restated By-Laws of PRA Group, Inc. (Incorporated by reference to Exhibit 3.1 of the Current Report
on Form 8-K filed on May 22, 2015).
Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 of Amendment No. 1 to the
Registration Statement on Form S-1 filed on October 15, 2002).
Form of Warrant (Incorporated by reference to Exhibit 4.2 of Amendment No. 2 to the Registration Statement on
Form S-1 filed on October 30, 2002).
Indenture dated August 13, 2013 between Portfolio Recovery Associates, Inc. and Wells Fargo Bank, National
Association, as trustee (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on
August 14, 2013).
Employment Agreement, dated December 19, 2014, by and between Steven D. Fredrickson and Portfolio Recovery
Associates, Inc. (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on January 5,
2015).
Employment Agreement, dated December 19, 2014, by and between Kevin P. Stevenson and PRA Group, Inc.
(Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on January 5, 2015).
Employment Agreement, dated December 19, 2014, by and between Michael J. Petit and PRA Group, Inc.
(Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed on January 5, 2015).
Employment Agreement, dated December 19, 2014, by and between Neal Stern and PRA Group, Inc. (Incorporated
by reference to Exhibit 10.4 of the Current Report on Form 8-K filed on January 5, 2015).
Employment Agreement, dated December 19, 2014, by and between Christopher Graves and PRA Group, Inc.
(Incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed on January 5, 2015).
Employment Agreement, dated February 19, 2014, by and between Geir Olsen and Aktiv Kapital AS. (Incorporated
by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed on November 10, 2014).
Portfolio Recovery Associates 2010 Stock Plan (Incorporated by reference to Exhibit 10.9 of the Current Report on
Form 8-K filed on June 9, 2010).
97
10.8
10.9
10.10
10.11
10.12
10.13
10.14
Portfolio Recovery Associates, Inc., Annual Bonus Plan (Incorporated by reference to Exhibit 10.10 of the Current
Report on Form 8-K filed on June 9, 2010).
Credit Agreement dated as of December 19, 2012 by and among Portfolio Recovery Associates, Inc., Portfolio
Recovery Associates, LLC, PRA Holding I, LLC, PRA Location Services, LLC, PRA Government Services, LLC,
PRA Receivables Management, LLC, PRA Holding II, LLC, PRA Holding III, LLC, MuniServices, LLC, PRA
Professional Services, LLC, PRA Financial Services, LLC, Bank of America, N.A. as administrative agent,
swingline lender, and l/c issuer, Wells Fargo Bank, N.A. and SunTrust Bank as co-syndication agents, KeyBank,
National Association, as documentation agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo
Securities, LLC, and SunTrust Robinson Humphrey, Inc. as joint lead arrangers and joint book managers, and the
lenders named therein. (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on
December 20, 2012).
First Amendment to Credit Agreement (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-
K filed on August 6, 2013).
Second Amendment to Credit Agreement (Incorporated by reference to Exhibit 10.1 of the Current Report on Form
8-K filed on March 20, 2014).
Third Amendment to Credit Agreement (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-
K filed on June 6, 2014).
Fourth Amendment to Credit Agreement (Incorporated by reference to Exhibit 10.1 of the Current Report on Form
8-K filed on June 3, 2015).
Fifth Amendment to Credit Agreement (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-
K filed on August 10, 2015).
10.15 Multicurrency Revolving Credit Agreement dated as of October 23, 2014. (Incorporated by reference to Exhibit
10.1 of the Current Report on Form 8-K filed on October 29, 2014).
10.16
10.17
10.18
10.19
10.20
10.21
10.22
First Amendment to Multicurrency Revolving Credit Agreement dated as of October 23, 2014. (Incorporated by
reference to Exhibit 10.1 of the Current Report on Form 8-K filed on June 16, 2015).
Lender Commitment Agreement dated as of August 21, 2013 by and among Portfolio Recovery Associates, Inc.,
and Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.2 of the Quarterly
Report on Form 10-Q filed on November 8, 2013).
Lender Joiner Agreement dated as of August 21, 2013, by and among Portfolio Recovery Associates, Inc., Bank of
Hampton Roads, Heritage Bank, Union First Market and Bank of America, N.A., as administrative agent.
(Incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q filed on November 8, 2013).
2013 Annual Bonus Plan (Incorporated by reference to the Company's Proxy Statement on Schedule 14A filed on
April 19, 2013).
2013 Omnibus Incentive Plan (Incorporated by reference to the Company's Proxy Statement on Schedule 14A filed
on April 19, 2013).
Deed of Novation, Amendment and Restatement, dated May 5, 2014, by and between Geveran Trading Co. Ltd and
Portfolio Recovery Associates, Inc., PRA Holding IV, LLC and Tekagel Invest 742 AS (Incorporated by reference to
the to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed on May 8, 2014).
Novated, Amended and Restated Sale and Purchase Agreement, dated May 5, 2014, for the Sale and Purchase of
Aktiv Kapital AS (Incorporated by reference to the to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed on
May 8, 2014).
21.1
Subsidiaries of PRA Group, Inc. (filed herewith).
23.1
Consent of KPMG LLP (filed herewith).
24.1
Powers of Attorney (included on signature page) (filed herewith).
98
31.1
31.2
32.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed
herewith).
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed
herewith).
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley
Act of 2002 (filed herewith).
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
99
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
February 26, 2016
February 26, 2016
PRA Group, Inc.
(Registrant)
By:
/s/ Steven D. Fredrickson
Steven D. Fredrickson
Chairman of the Board of Directors, and Chief
Executive Officer
(Principal Executive Officer)
By:
/s/ Kevin P. Stevenson
Kevin P. Stevenson
President, Chief Administrative Officer, and Interim
Chief Financial Officer
(Principal Financial and Accounting Officer)
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose signature appears below constitutes and
appoints Steven D. Fredrickson and Kevin P. Stevenson, his true and lawful attorneys-in-fact, with full power of substitution and
resubstitution for him and on his behalf, and in his name, place and stead, in any and all capacities to execute and sign any and all
amendments or post-effective amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof and the registrant hereby confers like authority on its behalf.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
February 26, 2016
February 26, 2016
By:
/s/ Steven D. Fredrickson
Steven D. Fredrickson
Chairman of the Board of Directors, and Chief
Executive Officer
(Principal Executive Officer)
By:
/s/ Kevin P. Stevenson
Kevin P. Stevenson
President, Chief Administrative Officer, and Interim
Chief Financial Officer
(Principal Financial and Accounting Officer)
100
February 26, 2016
February 26, 2016
February 26, 2016
February 26, 2016
February 26, 2016
February 26, 2016
February 26, 2016
February 26, 2016
February 26, 2016
By:
/s/ Vikram A. Atal
Vikram A. Atal
Director
By:
/s/ John H. Fain
John H. Fain
Director
By:
/s/ Penelope W. Kyle
Penelope W. Kyle
Director
By:
/s/ James A. Nussle
James A. Nussle
Director
By:
/s/ Geir Olson
Geir Olson
Director
By:
/s/ David N. Roberts
David N. Roberts
Director
By:
/s/ Scott M. Tabakin
Scott M. Tabakin
Director
By:
/s/ James M. Voss
James M. Voss
Director
By:
/s/ Lance L. Weaver
Lance L. Weaver
Director
101
Exhibit 21.1
SUBSIDIARIES OF THE REGISTRANT
Subsidiaries of the Registrant and Jurisdiction of Incorporation or Organization:
Portfolio Recovery Associates, LLC - Delaware
PRA Receivables Management, LLC - Virginia
PRA Group RM Israel, Ltd. - Israel
PRA Auto Funding, LLC - Virginia
PRA Holding I, LLC - Virginia
PRA Holding II, LLC - Virginia
PRA Holding III, LLC - Virginia (Doing business as PRA Café)
PRA Holding IV, LLC - Virginia
PRA Holding V, LLC - Virginia
PRA Group Brazil Investimentos e Participações S.A. - Brazil
RCB Investimentos S.A. - Brazil
Itapeva Recuperação de Créditos LTDA. - Brazil
RCB Planejamento Financeiro LTDA. - Brazil
RCB Portfolios LTDA. - Brazil
Claims Compensation Bureau, LLC - Delaware
PRA Financial Services, LLC -Virginia
PRA Australia Pty Ltd - Australia
PLS Holding I, LLC - Virginia
PLS Holding II, LLC - Virginia
PRA Location Services - Virginia
PRA Government Services, LLC - Delaware (Sometimes doing business as RDS and BPA)
MuniServices, LLC - Delaware (Sometimes doing business as PRA Government Services)
PRA Professional Services, LLC - Virginia
PRA Group Canada Inc. - Canada
AK NRM DE Mexico S.A. de C.V. - Mexico
PRA Group Europe Holding III S.a r.l. - Luxembourg
SHCO 70 S.a.r.l. - U.S. Branch, LLC - Virginia
PRA Group Europe Holding II S.a r.l - Luxembourg
SHCO 61 S.a.r.l. - U.S. Branch, LLC - Virginia
PRA Group Europe Holding I S.a r.l. - Luxembourg
PRA Group Europe Holding S.a r.l. - Luxembourg
PRA Group (UK) Ltd. - United Kingdom (England and Wales)
PRA U.K. Holding Pty Ltd - United Kingdom (England and Wales)
PRA U.K. Management Services Ltd - United Kingdom (England and Wales)
Portfolio Recovery Associates U.K. Ltd - United Kingdom (England and Wales)
PRA Servicing Ltd - United Kingdom (England and Wales)
Mackenzie Hall Holdings, Limited. - United Kingdom (England and Wales)
Mackenzie Hall Limited - United Kingdom (Scotland)
Mackenzie Hall Debt Purchase Limited -United Kingdom (England and Wales)
PRA Group Österreich Inkasso GmbH - Austria
PRA Group Österreich Portfolio GmbH - Austria
PRA Group Sverige AB - Sweden
PRA Group Europe Holding S.a r.l., Luxembourg, Zug Branch - Switzerland
PRA Group Italia Srl - Italy
PRA Group Italia Capital Srl - Italy
PRA Suomi OY - Finland
PRA Group Deutschland GmbH - Germany
PRA Group Polska sp. z o.o. - Poland
PRA Group Europe Subholding AS - Norway
PRA Group Europe AS - Norway
PRA Group Europe Investments AS - Norway
PRA Group Europe Financial Services AS - Norway
PRA Iberia, S.L.U. - Spain
PRA Group Norge AS - Norway
Aktiv Kapital Portfolio AS - Norway
Aktiv Kapital Portfolio AS, Oslo, Zug Branch - Switzerland
PRA Group Portfolio Switzerland AG - Switzerland
Aktiv Kapital Sourcing AS - Norway
Aktiv Kapital Sourcing AS, sucursal en España, Spanish Branch - Spain
AK Nordic AB - Sweden
AK Nordic AB, Oslo Branch - Norway
Aktiv Kapital Portfolio OY - Finland
AK Portfolio Holding AB - Sweden
Crystal Production AS - Norway
Green Sea AS - Norway
Crystal Ocean AS - Norway
Exhibit 23.1
The Board of Directors
PRA Group, Inc.:
Consent of Independent Registered Public Accounting Firm
and the registration statement
10331)
We consent to the incorporation by reference in the registration statements
on Form
of PRA Group, Inc. of our reports dated
February 26, 2016 with respect to the consolidated balance sheets of PRA Group, Inc. and subsidiaries as of
December 31, 2015 and 2014, and the related consolidated income statements, and statements of comprehensive
income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2015,
and the effectiveness of internal control over financial reporting as of December 31, 2015, which reports appear in the
of PRA Group, Inc.
December 31, 2015 annual report on Form
10330 and
on
Our report dated February 26, 2016, on the effectiveness of internal control over financial reporting as of December 31,
2015, contains an explanatory paragraph that states that PRA Group, Inc. acquired 55% of the equity interest of RCB
Investimentos S.A. (RCB) during 2015, and management excluded from its assessment of the effectiveness of PRA
Group, Inc.’s internal control over financial reporting as of December 31, 2015, RCB’s internal control over financial
reporting associated with approximately 3.2% of total assets and approximately 0.2% of total revenues reflected in
the consolidated financial statements of PRA Group, Inc. and subsidiaries as of and for the year ended December 31,
2015. Our audit of internal control over financial reporting of PRA Group, Inc. also excluded an evaluation of the
internal control over financial reporting of RCB.
/s/ KPMG LLP
Norfolk, Virginia
February 26, 2016
Exhibit 31.1
I, Steven D. Fredrickson, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of PRA Group, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be
designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of the financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
February 26, 2016
By:
/s/ Steven D. Fredrickson
Steven D. Fredrickson
Chairman of the Board of Directors, and Chief Executive
Officer
(Principal Executive Officer)
Exhibit 31.2
I, Kevin P. Stevenson, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of PRA Group, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be
designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of the financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
February 26, 2016
By:
/s/ Kevin P. Stevenson
Kevin P. Stevenson
President, Chief Administrative Officer, and Interim
Chief Financial Officer
(Principal Financial and Accounting Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of PRA Group, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31,
2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven D. Fredrickson, Chief
Executive Officer, President and Chairman of the Board of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
February 26, 2016
By:
/s/ Steven D. Fredrickson
Steven D. Fredrickson
Chairman of the Board of Directors, and Chief Executive
Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of PRA Group, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31,
2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin P. Stevenson, Chief
Financial and Administrative Officer, Executive Vice President, Treasurer and Assistant Secretary of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
February 26, 2016
By:
/s/ Kevin P. Stevenson
Kevin P. Stevenson
President, Chief Administrative Officer, and Interim
Chief Financial Officer
(Principal Financial and Accounting Officer)
Corporate Information
Stock Exchange Listing
PRA Group’s common stock has traded on the NASDAQ
Global Select Market under the symbol “PRAA” since the
company went public in 2002.
Financial Publications/Investor Inquiries
Shareholders may acquire copies of the 2015 Annual Report
or Form 10-K, and other filed documents by visiting the
Company’s website at www.pragroup.com or by writing to
us at:
Transfer Agent and Registrar
Continental Stock Transfer & Trust Company
17 Battery Place, 8th Floor
New York, New York 10004
Tel.: 212-509-4000
Fax: 212-509-5150
Independent Registered Public Accounting Firm
KPMG LLP
Norfolk, Virginia
Legal Counsel
Dechert, LLP
New York, New York
PRA Group, Inc.
Attn: Investor Relations
120 Corporate Blvd., Suite 100
Norfolk, Virginia 23502
Price Range of Common Stock
The following table sets forth the high and low sales price
for the Company’s common stock for the year ended
December 31, 2015.
2015 $64.82 $32.49
High
Low
Based on information provided by our transfer agent and
registrar, as of February 17, 2016, there were 73 holders
of record and 54,615 beneficial owners of the Company’s
common stock.
PRA
Group
Nasdaq: PRAA
About Forward-Looking Statements in This Annual Report
Statements made in this Annual Report which are not historical, including statements of PRA’s Chairman and Chief Executive Officer in his “Letter to
Shareholders,” and other statements expressing an expectation or belief as to future outcomes or results, including, but not limited to, statements with respect
to future revenue and earnings, and statements with respect to the anticipated benefits of our corporate acquisitions; our ability to effectively integrate new busi-
nesses and realize anticipated benefits; the ability of our subsidiaries to contribute to earnings; future portfolio-purchase opportunities; the risk of doing business
in international markets; expectations regarding growth potential in various geographies and markets; changes in legal and regulatory requirements and enforce-
ment practices; the behavior of financial markets, including foreign currency fluctuations and fluctuations in interest and exchange rates, are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements are based upon management’s beliefs, assumptions and expectations of PRA’s future operations and economic perfor-
mance, taking into account currently available information. These statements are not statements of historical fact. Forward-looking statements involve risks
and uncertainties, some of which are not currently known to PRA. Actual events or results may differ materially from those expressed or implied in any such
forward-looking statements as a result of various factors, including the risk factors and other risks that are described from time to time in PRA’s filings with the
Securities and Exchange Commission including but not limited to the attached Form 10-K for the year ended December 31, 2015, PRA’s previous annual reports
on Form 10-K, its quarterly reports on Form 10-Q and its current reports on Form 8-K, filed with the Securities and Exchange Commission and available through
PRA’s website, which contain detailed discussions of PRA’s business, including risks and uncertainties that may affect future results. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the dates on which they were made.
The content of this Annual Report includes time-sensitive information, and is accurate as of the March 2016 release of this Annual Report. Information in this
document may be superseded by recent information or statements, which may be disclosed in later press releases, subsequent filings with the Securities and
Exchange Commission or otherwise. Except as required by law, PRA assumes no obligation to publicly update or revise its forward-looking statements
contained herein to reflect any change in PRA’s expectations with regard thereto or to reflect any change in events, conditions or circumstances on which any
such forward-looking statements are based, in whole or in part.
Annual Report Design by Curran & Connors, Inc. / www.curran-connors.com
PRA
Group
120 Corporate Blvd., Suite 100, Norfolk, Virginia 23502