Encore Capital Group - 10-Q quarterly report FY2020 Q2

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________________________________________________

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020 or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to__________.

COMMISSION FILE NUMBER: 000-26489

ENCORE CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)


Delaware			48-1090909
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)

350 Camino De La Reina, Suite 100

San Diego, California 92108

(Address of principal executive offices, including zip code)

(877) 445 - 4581

(Registrant’s telephone number, including area code)

(Not Applicable)

(Former name, former address and former fiscal year, if changed since last report)

_______________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value Per Share

ECPG

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class						Outstanding at July 29, 2020
Common Stock, $0.01 par value						31,338,800 shares

Table of Contents

ENCORE CAPITAL GROUP, INC.

INDEX TO FORM 10-Q


			Page
PART I – FINANCIAL INFORMATION			3
Item 1— Consolidated Financial Statements (Unaudited)			3
Consolidated Statements of Financial Condition			3
Consolidated Statements of Operations			4
Consolidated Statements of Comprehensive Income			5
Consolidated Statements of Equity			6
Consolidated Statements of Cash Flows			8
Notes to Consolidated Financial Statements			9
Note 1: Ownership, Description of Business, and Summary of Significant Accounting Policies			9
Note 2: Earnings Per Share			12
Note 3: Fair Value Measurements			12
Note 4: Derivatives and Hedging Instruments			15
Note 5: Investment in Receivable Portfolios, Net			17
Note 6: Deferred Court Costs, Net			19
Note 7: Other Assets			20
Note 8: Borrowings			20
Note 9: Variable Interest Entities			24
Note 10: Income Taxes			25
Note 11: Commitments and Contingencies			26
Note 12: Segment and Geographic Information			26
Note 13: Goodwill and Identifiable Intangible Assets			27
Note 14 : Subsequent Events			28
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations			29
Item 3 – Quantitative and Qualitative Disclosures About Market Risk			57
Item 4 – Controls and Procedures			57

PART II – OTHER INFORMATION			58
Item 1 – Legal Proceedings			58
Item 1A – Risk Factors			58
Item 6 – Exhibits			58
SIGNATURES			59

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1— Consolidated Financial Statements (Unaudited)

ENCORE CAPITAL GROUP, INC.

Consolidated Statements of Financial Condition

(In Thousands, Except Par Value Amounts)

(Unaudited)


	June 30, 2020		December 31, 2019
Assets
Cash and cash equivalents	$	293,800	$	192,335
Investment in receivable portfolios, net	3,201,241		3,283,984
Deferred court costs, net	—		100,172
Property and equipment, net	117,873		120,051
Other assets	289,916		329,223
Goodwill	838,024		884,185
Total assets	$	4,740,854	$	4,909,950
Liabilities and Equity
Liabilities:
Accounts payable and accrued liabilities	$	218,471	$	223,911
Borrowings	3,353,730		3,513,197
Other liabilities	126,266		147,436
Total liabilities	3,698,467		3,884,544
Commitments and Contingencies (Note 11)
Equity:
Convertible preferred stock, $0.01 par value, 5,000 shares authorized, no shares issued and outstanding	—		—
Common stock, $0.01 par value, 75,000 shares authorized, 31,288 and 31,097 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively	313		311
Additional paid-in capital	227,030		222,590
Accumulated earnings	963,698		888,058
Accumulated other comprehensive loss	(152,190)		(88,766)
Total Encore Capital Group, Inc. stockholders’ equity	1,038,851		1,022,193
Noncontrolling interest	3,536		3,213
Total equity	1,042,387		1,025,406
Total liabilities and equity	$	4,740,854	$	4,909,950

The following table presents certain assets and liabilities of consolidated variable interest entities (“VIEs”) included in the consolidated statements of financial condition above. Most assets in the table below include those assets that can only be used to settle obligations of consolidated VIEs. The liabilities exclude amounts where creditors or beneficial interest holders have recourse to the general credit of the Company. See “Note 9: Variable Interest Entities” for additional information on the Company’s VIEs.


	June 30, 2020		December 31, 2019
Assets
Cash and cash equivalents	$	15	$	34
Investment in receivable portfolios, net	516,019		539,596
Other assets	4,836		4,759
Liabilities
Other liabilities	$	3	$	—
Borrowings	433,976		464,092

See accompanying notes to consolidated financial statements

Table of Contents

ENCORE CAPITAL GROUP, INC.

Consolidated Statements of Operations

(In Thousands, Except Per Share Amounts)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Revenues
Revenue from receivable portfolios	$	335,287	$	312,495	$	692,652	$	623,653
Changes in expected current and future recoveries	66,007		—		(32,654)		—
Servicing revenue	23,950		32,316		52,630		66,339
Other revenues	789		—		2,486		529
Total revenues	426,033		344,811		715,114		690,521
Allowance reversals on receivable portfolios, net			2,063				3,430
Total revenues, adjusted by net allowances			346,874				693,951
Operating expenses
Salaries and employee benefits	90,867		96,227		183,965		188,061
Cost of legal collections	37,356		51,448		103,635		100,475
Other operating expenses	28,275		29,546		55,439		59,160
Collection agency commissions	10,683		13,560		23,859		29,562
General and administrative expenses	28,618		32,620		60,495		72,167
Depreciation and amortization	10,542		9,741		20,827		19,736
Total operating expenses	206,341		233,142		448,220		469,161
Income from operations	219,692		113,732		266,894		224,790
Other expense
Interest expense	(50,327)		(63,913)		(104,989)		(118,880)
Other expense	(3,011)		(1,244)		(1,572)		(4,220)
Total other expense	(53,338)		(65,157)		(106,561)		(123,100)
Income before income taxes	166,354		48,575		160,333		101,690
Provision for income taxes	(35,570)		(11,753)		(40,128)		(15,426)
Net income	130,784		36,822		120,205		86,264
Net income attributable to noncontrolling interest	(452)		(161)		(327)		(349)
Net income attributable to Encore Capital Group, Inc. stockholders	$	130,332	$	36,661	$	119,878	$	85,915

Earnings per share attributable to Encore Capital Group, Inc.:
Basic	$	4.15	$	1.17	$	3.82	$	2.75
Diluted	$	4.13	$	1.17	$	3.79	$	2.74

Weighted average shares outstanding:
Basic	31,413		31,225		31,361		31,193
Diluted	31,560		31,426		31,628		31,372

See accompanying notes to consolidated financial statements

Table of Contents

ENCORE CAPITAL GROUP, INC.

Consolidated Statements of Comprehensive Income

(Unaudited, In Thousands)


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Net income	$	130,784	$	36,822	$	120,205	$	86,264
Other comprehensive income (loss), net of tax:
Change in unrealized gain (loss) on derivative instruments:
Unrealized gain (loss) on derivative instruments	948		(3,560)		(4,103)		(5,762)
Income tax effect	(384)		849		1,113		1,021
Unrealized gain (loss) on derivative instruments, net of tax	564		(2,711)		(2,990)		(4,741)
Change in foreign currency translation:
Unrealized loss on foreign currency translation	(2,032)		(8,845)		(63,070)		(1,265)
Removal of other comprehensive loss in connection with divestiture	2,632		—		2,632		—
Unrealized gain (loss) on foreign currency translation, net of divestiture	600		(8,845)		(60,438)		(1,265)
Other comprehensive income (loss), net of tax:	1,164		(11,556)		(63,428)		(6,006)
Comprehensive income	131,948		25,266		56,777		80,258
Comprehensive loss (income) attributable to noncontrolling interest:
Net income attributable to noncontrolling interest	(452)		(161)		(327)		(349)
Unrealized loss (gain) on foreign currency translation	1		(7)		4		(434)
Comprehensive income attributable to noncontrolling interest:	(451)		(168)		(323)		(783)
Comprehensive income attributable to Encore Capital Group, Inc. stockholders	$	131,497	$	25,098	$	56,454	$	79,475

See accompanying notes to consolidated financial statements

Table of Contents

ENCORE CAPITAL GROUP, INC.

Consolidated Statements of Equity

(Unaudited, In Thousands)


	Three Months Ended June 30, 2020
	Common Stock							Additional Paid-In Capital		Accumulated Earnings		Accumulated Other Comprehensive (Loss) Income		Noncontrolling Interest		Total Equity
		Shares			Par
Balance as of March 31, 2020	31,234		$	312		$	222,403	$	833,366	$	(153,355)	$	3,085	$	905,811
Net income	—		—			—		130,332		—		452		130,784
Other comprehensive income, net of tax	—		—			—		—		(1,467)		(1)		(1,468)
Issuance of share-based awards, net of shares withheld for employee taxes	54		1			(151)		—		—		—		(150)
Stock-based compensation	—		—			4,778		—		—		—		4,778
Other	—		—			—		—		2,632		—		2,632
Balance as of June 30, 2020	31,288		$	313		$	227,030	$	963,698	$	(152,190)	$	3,536	$	1,042,387


	Three Months Ended June 30, 2019
	Common Stock							Additional Paid-In Capital		Accumulated Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total Equity
		Shares			Par
Balance as of March 31, 2019	30,967		$	310		$	208,374	$	769,443	$	(105,864)	$	2,294	$	874,557
Net income	—		—			—		36,661		—		161		36,822
Other comprehensive income, net of tax	—		—			—		—		(11,563)		7		(11,556)
Exercise of stock options and issuance of share-based awards, net of shares withheld for employee taxes	13		—			521		—		—		—		521
Stock-based compensation	—		—			3,581		—		—		—		3,581
Other	—		—			(968)		—		—		—		(968)
Balance as of June 30, 2019	30,980		$	310		$	211,508	$	806,104	$	(117,427)	$	2,462	$	902,957


	Six Months Ended June 30, 2020
	Common Stock							Additional Paid-In Capital		Accumulated Earnings		Accumulated Other Comprehensive (Loss) Income		Noncontrolling Interest		Total Equity
		Shares			Par
Balance as of December 31, 2019	31,097		$	311		$	222,590	$	888,058	$	(88,766)	$	3,213	$	1,025,406
Cumulative adjustment	—		—			—		(44,238)		—		—		(44,238)
Net income	—		—			—		119,878		—		327		120,205
Other comprehensive income, net of tax	—		—			—		—		(66,056)		(4)		(66,060)
Issuance of share-based awards, net of shares withheld for employee taxes	191		2			(4,865)		—		—		—		(4,863)
Stock-based compensation	—		—			9,305		—		—		—		9,305
Other	—		—			—		—		2,632		—		2,632
Balance as of June 30, 2020	31,288		$	313		$	227,030	$	963,698	$	(152,190)	$	3,536	$	1,042,387

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	Six Months Ended June 30, 2019
	Common Stock							Additional Paid-In Capital		Accumulated Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total Equity
		Shares			Par
Balance as of December 31, 2018	30,884		$	309		$	208,498	$	720,189	$	(110,987)	$	1,679	$	819,688
Net income	—		—			—		85,915		—		349		86,264
Other comprehensive income, net of tax	—		—			—		—		(6,440)		434		(6,006)
Exercise of stock options and issuance of share-based awards, net of shares withheld for employee taxes	96		1			(1,429)		—		—		—		(1,428)
Stock-based compensation	—		—			5,407		—		—		—		5,407


Other	—		—			(968)		—		—		—		(968)
Balance as of June 30, 2019	30,980		$	310		$	211,508	$	806,104	$	(117,427)	$	2,462	$	902,957

See accompanying notes to consolidated financial statements

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ENCORE CAPITAL GROUP, INC.

Consolidated Statements of Cash Flows

(Unaudited, In Thousands)


	Six Months Ended June 30,
	2020		2019
Operating activities:
Net income	$	120,205	$	86,264
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	20,827		19,736
Other non-cash interest expense, net	12,127		16,233
Stock-based compensation expense	9,305		5,407
Deferred income taxes	(17,101)		23,977
Changes in expected current and future recoveries	32,654		—
Allowance reversals on receivable portfolios, net	—		(3,430)
Other, net	4,923		17,323
Changes in operating assets and liabilities
Deferred court costs and other assets	11,917		23,739
Prepaid income tax and income taxes payable	41,748		(36,569)
Accounts payable, accrued liabilities and other liabilities	(26,890)		(43,860)
Net cash provided by operating activities	209,715		108,820
Investing activities:
Purchases of receivable portfolios, net of put-backs	(350,658)		(499,937)
Collections applied to investment in receivable portfolios, net	342,842		405,081
Purchases of property and equipment	(13,028)		(17,480)
Other, net	9,831		(3,352)
Net cash used in investing activities	(11,013)		(115,688)
Financing activities:
Proceeds from credit facilities	279,070		322,857
Repayment of credit facilities	(315,622)		(276,188)
Proceeds from senior secured notes	—		460,512
Repayment of senior secured notes	(32,500)		(460,455)
Repayment of other debt	(14,882)		(17,410)
Other, net	(3,634)		(1,738)
Net cash (used in) provided by financing activities	(87,568)		27,578
Net increase in cash and cash equivalents	111,134		20,710
Effect of exchange rate changes on cash and cash equivalents	(9,669)		(9,563)
Cash and cash equivalents, beginning of period	192,335		157,418
Cash and cash equivalents, end of period	$	293,800	$	168,565

Supplemental disclosure of cash information:
Cash paid for interest	$	88,363	$	92,053
Cash paid for taxes, net of refunds	16,292		24,112

See accompanying notes to consolidated financial statements

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ENCORE CAPITAL GROUP, INC.

Notes to Consolidated Financial Statements (Unaudited)

Note 1: Ownership, Description of Business, and Summary of Significant Accounting Policies

Encore Capital Group, Inc. (“Encore”), through its subsidiaries (collectively with Encore, the “Company”), is an international specialty finance company providing debt recovery solutions and other related services for consumers across a broad range of financial assets. The Company purchases portfolios of defaulted consumer receivables at deep discounts to face value and manages them by working with individuals as they repay their obligations and work toward financial recovery. Defaulted receivables are consumers’ unpaid financial commitments to credit originators, including banks, credit unions, consumer finance companies and commercial retailers. Defaulted receivables may also include receivables subject to bankruptcy proceedings. The Company also provides debt servicing and other portfolio management services to credit originators for non-performing loans.

Through Midland Credit Management, Inc. and its domestic affiliates (collectively, “MCM”), the Company is a market leader in portfolio purchasing and recovery in the United States. Through Cabot Credit Management Limited (“CCM”) and its subsidiaries and European affiliates (collectively, “Cabot”), the Company is one of the largest credit management services providers in Europe and a market leader in the United Kingdom and Ireland. These are the Company’s primary operations.

The Company also has investments and operations in Latin America and Asia-Pacific, which the Company refers to as “LAAP.” In August 2019, the Company completed the sale of Baycorp, which represented the Company’s investments and operations in Australia and New Zealand.

COVID-19

On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a global pandemic, which continues to spread throughout the United States and around the world. The COVID-19 outbreak and resulting containment measures implemented by governments around the world, as well as increased business uncertainty, have impacted the Company. The circumstances around the COVID-19 pandemic are rapidly evolving and will continue to impact the Company’s business and its estimation of expected recoveries in future periods. The Company will continue to closely monitor the COVID-19 situation and update its assumptions accordingly.

Financial Statement Preparation and Presentation

The accompanying interim consolidated financial statements have been prepared by the Company, without audit, in accordance with the instructions to the Quarterly Report on Form 10-Q, and Rule 10-01 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the “SEC”) and, therefore, do not include all information and footnotes necessary for a fair presentation of its consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”).

In the opinion of management, the unaudited financial information for the interim periods presented reflects all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the Company’s consolidated financial statements. These consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the Company’s financial statements and the accompanying notes. The inputs into the judgments and estimates consider the economic implications of the COVID-19 pandemic on the Company’s critical and significant accounting estimates. Actual results could materially differ from those estimates.

Basis of Consolidation

The consolidated financial statements have been prepared in conformity with GAAP and reflect the accounts and operations of the Company and those of its subsidiaries in which the Company has a controlling financial interest. The Company also consolidates variable interest entities for which it is the primary beneficiary. The primary beneficiary has both (1) the power to direct the activities of the VIE that most significantly affect the entity’s economic performance, and (2) either the obligation to absorb losses or the right to receive benefits. Refer to “Note 9: Variable Interest Entities”, for further details. All intercompany transactions and balances have been eliminated in consolidation.

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Translation of Foreign Currencies

The financial statements of certain of the Company’s foreign subsidiaries are measured using their local currency as the functional currency. Assets and liabilities of foreign operations are translated into U.S. dollars using period-end exchange rates, and revenues and expenses are translated into U.S. dollars using average exchange rates in effect during each period. The resulting translation adjustments are recorded as a component of other comprehensive income or loss. Equity accounts are translated at historical rates, except for the change in retained earnings during the year which is the result of the income statement translation process. Intercompany transaction gains or losses at each period end arising from subsequent measurement of balances for which settlement is not planned or anticipated in the foreseeable future are included as translation adjustments and recorded within other comprehensive income or loss. Translation gains or losses are the material components of accumulated other comprehensive income or loss and are reclassified to earnings upon the substantial sale or liquidation of investments in foreign operations.

Reclassifications

Certain immaterial reclassifications have been made to the consolidated financial statements to conform to the current year’s presentation.

Recently Adopted Accounting Pronouncement

On January 1, 2020, the Company adopted the new accounting standard for Financial Instruments - Credit Losses (“CECL”). CECL introduces a new impairment approach for credit loss recognition based on current expected lifetime losses rather than incurred losses. CECL applies to all financial assets carried at amortized costs, including the Company’s investment in receivable portfolios, which are defined as purchased credit deteriorated (“PCD”) financial assets under CECL. The adoption of CECL represents a significant change from the previous U.S. GAAP guidance relating to purchased credit impaired assets and resulted in changes to the Company’s accounting for its investment in receivable portfolios and the related income from the receivable portfolios.

As part of the adoption of CECL, the Company changed its accounting methodology for its court costs spent in its legal collection channel effective January 1, 2020. Previously, the Company capitalized its upfront court costs spent in its consolidated financial statements (“Deferred Court Costs”) and provided a reserve for those costs that it believed would ultimately be uncollectible. Effective January 1, 2020, the Company expenses all of its court costs as incurred. All expected cash flows, including all the expected collections from the legal channel, are included in the measurement of the negative allowance, or investment in receivable portfolios, at a discounted value. Upon transition, an adjustment was made to retained earnings to reflect the net change from an undiscounted to discounted value prior to writing-off uncollectible receivables and establishing a balance for discounted value of future recoveries of amounts expected to be collected.

The Company has not adjusted prior period comparative information and will continue to disclose prior period financial information in accordance with the previous accounting guidance. The following table summarizes the cumulative effects of adopting the CECL guidance on the Company’s consolidated statements of financial condition at January 1, 2020 (in thousands):


	Balance as of December 31, 2019		Adjustment		Opening Balance as of January 1, 2020
Assets
Investment in receivable portfolios, net	$	3,283,984	$	44,166	$	3,328,150
Deferred court costs, net	100,172		(100,172)		—
Liabilities
Other liabilities (for deferred tax liabilities)	147,436		(11,768)		135,668
Equity
Accumulated earnings	888,058		(44,238)		843,820

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Recent Accounting Pronouncements Not Yet Effective

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848). The ASU provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate (e.g., LIBOR) reform if certain criteria are met, for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The ASU is effective as of March 12, 2020 through December 31, 2022. We will evaluate transactions or contract modifications occurring as a result of reference rate reform and determine whether to apply the optional guidance on an ongoing basis. The ASU is currently not expected to have a material impact on our consolidated financial statements.

With the exception of the updated standard discussed above, there have been no recent accounting pronouncements or changes in accounting pronouncements during the six months ended June 30, 2020, as compared to the recent accounting pronouncements described in our Annual Report, that have significance, or potential significance, to the Company’s consolidated financial statements.

Accounting Policy Update

As a result of the adoption of CECL, the Company revised its following accounting policies effective January 1, 2020:

Investment in Receivable Portfolios

The Company purchases portfolios of loans that have experienced significant deterioration of credit quality since origination from banks and other financial institutions. These financial assets are defined as PCD assets under CECL. Under the PCD accounting model, the purchased assets are grossed-up to their face value with an offsetting allowance and noncredit discount allocated to the individual receivables as the unit of account is at the individual loan level. Since each loan is deeply delinquent and deemed uncollectible at the individual loan level, the Company applies its charge-off policy and fully writes-off the amortized costs (i.e., face value net of noncredit discount) of the individual receivables immediately after purchasing the portfolio. The Company then records a negative allowance that represents the present value of all expected future recoveries for pools of receivables that share similar risk characteristics using a discounted cash flow approach, which ultimately equals the amount paid for a portfolio purchase and presented as “Investment in receivable portfolios, net” in the Company’s consolidated statements of financial condition. The discount rate is an effective interest rate (or “purchase EIR”) based on the purchase price of the portfolio and the expected future cash flows at the time of purchase. The amount of the negative allowance (i.e., investment in receivable portfolios) will not exceed the total amortized cost basis of the loans written-off.

Receivable portfolio purchases are aggregated into pools based on similar risk characteristics. Examples of risk characteristics include financial asset type, collateral type, size, interest rate, date of origination, term, and geographic location. The Company’s static pools are typically grouped into credit card, purchased consumer bankruptcy, and mortgage portfolios. The Company further groups these static pools by geographic location. Once a pool is established, the portfolios will remain in the designated pool unless the underlying risk characteristics change. The purchase EIR of a pool will not change over the life of the pool even if expected future cash flows change.

Revenue is recognized for each static pool over the economic life of the pool. The Company makes significant assumptions in determining the economic life of a pool, including the reasonable and supportable economic forecast period based on asset type and geography, which considers the availability of forward-looking scenarios and their respective time horizons. In general, the Company forecasts recoveries over one or two years prior to reverting to historical averages at an estimate-level over the remaining life using various methodologies depending on the asset type and geography. The speed at which forecasts revert varies based on the spread between the forecast period and historical data. In addition, estimated recoveries include a qualitative component. The Company continues to evaluate the reasonable economic life of a pool and reversion method each reporting period. Revenue primarily includes two components: (1) accretion of the discount on the negative allowance due to the passage of time, and (2) changes in expected cash flows, which includes (a) the current period variances between actual cash collected and expected cash recoveries and (b) the present value change of expected future recoveries.

The Company measures expected future recoveries based on historical experience, current conditions, and reasonable and supportable forecasts. Factors that may change the expected future recoveries may include both internal as well as external factors. Internal factors include operational performance, such as capacity and the productivity of our collection staff. External factors that may have an impact on our collections include new laws or regulations, new interpretations of existing laws or regulations, and macroeconomic conditions.

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The Company elected not to maintain its previously formed pool groups with amortized costs at transition. Certain pools already fully recovered their cost basis and became zero basis portfolios (“ZBA”) prior to the transition. The Company did not establish a negative allowance from ZBA pools as the Company elected the Transition Resource Group for Credit Losses’ practical expedient to retain the integrity of its legacy pools. All subsequent collections to the ZBA pools are recognized as ZBA revenue, which is included in revenue from receivable portfolios in the Company’s consolidated statements of operations. See “Note 5: Investment in Receivable Portfolios, Net” for further discussion of investment in receivable portfolios.

Deferred Court Costs

The Company pursues legal collections using a network of attorneys that specialize in collection matters and through its internal legal channel. The Company generally pursues collections through legal means only when it believes a consumer has sufficient assets to repay their indebtedness but has, to date, been unwilling to pay. In order to pursue legal collections, the Company is required to pay certain upfront costs to the applicable courts that are recoverable from the consumer. Effective January 1, 2020, the Company expenses all of its court costs as incurred and no longer capitalizes such costs as Deferred Court Costs. All expected cash flows, including all the expected collections from the legal channel, are included in the measurement of the negative allowance, or investment in receivable portfolios, at a discounted value.

Note 2: Earnings Per Share

Basic earnings per share is calculated by dividing net earnings attributable to Encore by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is calculated based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options, non-vested share awards, and the dilutive effect of the convertible and exchangeable senior notes, if applicable.

A reconciliation of shares used in calculating earnings per basic and diluted shares follows (in thousands, except per share amounts):


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Net income attributable to Encore Capital Group, Inc. stockholders	$	130,332	$	36,661	$	119,878	$	85,915

Total weighted-average basic shares outstanding	31,413		31,225		31,361		31,193
Dilutive effect of stock-based awards	147		201		267		179


Total weighted-average dilutive shares outstanding	31,560		31,426		31,628		31,372

Basic earnings per share	$	4.15	$	1.17	$	3.82	$	2.75
Diluted earnings per share	$	4.13	$	1.17	$	3.79	$	2.74

Anti-dilutive employee stock options outstanding were approximately 164,000 and 89,000 during the three and six months ended June 30, 2020, respectively. Anti-dilutive employee stock options outstanding were approximately 13,000 and 115,000 during each of the three and six months ended June 30, 2019, respectively.

Note 3: Fair Value Measurements

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

•Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

•Level 3: Unobservable inputs, including inputs that reflect the reporting entity’s own assumptions.

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Financial Instruments Required To Be Carried At Fair Value

Financial assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):


	Fair Value Measurements as of June 30, 2020
	Level 1		Level 2		Level 3		Total
Assets
Foreign currency exchange contracts	$	—	$	476	$	—	$	476
Interest rate cap contracts	—		1,416		—		1,416
Liabilities
Interest rate swap agreements	—		(13,280)		—		(13,280)
Contingent consideration	—		—		(27)		(27)


	Fair Value Measurements as of December 31, 2019
	Level 1		Level 2		Level 3		Total
Assets
Foreign currency exchange contracts	$	—	$	1,473	$	—	$	1,473
Interest rate cap contracts	—		2,460		—		2,460
Liabilities

Interest rate swap agreements	—		(9,116)		—		(9,116)
Contingent consideration	—		—		(66)		(66)

Derivative Contracts:

The Company uses derivative instruments to manage its exposure to fluctuations in interest rates and foreign currency exchange rates. Fair values of these derivative instruments are estimated using industry standard valuation models. These models project future cash flows and discount the future amounts to a present value using market-based observable inputs, including interest rate curves, foreign currency exchange rates, and forward and spot prices for currencies.

Contingent Consideration:

The Company carries certain contingent liabilities resulting from its mergers and acquisition activities. Certain sellers of the Company’s acquired entities could earn additional earn-out payments in cash based on the entities’ subsequent operating performance. The Company recorded the acquisition date fair values of these contingent liabilities, based on the likelihood of contingent earn-out payments, as part of the consideration transferred. The earn-out payments are subsequently remeasured to fair value at each reporting date based on actual and forecasted operating performance.

The following table provides a roll-forward of the fair value of contingent consideration for the six months ended June 30, 2020 and year ended December 31, 2019 (in thousands):


	Amount
Balance as of December 31, 2018	$	6,198
Change in fair value of contingent consideration	(2,300)
Payment of contingent consideration	(3,686)
Effect of foreign currency translation	(146)
Balance as of December 31, 2019	66

Payment of contingent consideration	(35)
Effect of foreign currency translation	(4)
Balance as of June 30, 2020	$	27

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Non-Recurring Fair Value Measurement:

Certain assets are measured at fair value on a nonrecurring basis. These assets include real estate-owned assets classified as held for sale at the lower of their carrying value or fair value less cost to sell. The fair value of the assets held for sale and estimated selling expenses were determined at the time of initial recognition using Level 3 measurements. The fair value estimate of the assets held for sale was approximately $40.7 million and $46.7 million as of June 30, 2020 and December 31, 2019, respectively.

Financial Instruments Not Required To Be Carried At Fair Value

The table below summarizes fair value estimates for the Company's financial instruments that are not required to be carried at fair value. The total of the fair value calculations presented does not represent, and should not be construed to represent, the underlying value of the Company.

The carrying amounts in the following table are included in the consolidated statements of financial condition as of June 30, 2020 and December 31, 2019 (in thousands):


	June 30, 2020						December 31, 2019
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial Assets
Investment in receivable portfolios, net	$	3,201,241	$	3,682,533	$	3,283,984	$	3,464,050
Deferred court costs	—		—		100,172		100,172
Financial Liabilities
Encore convertible notes and exchangeable notes⁽¹⁾	648,686		663,418		642,547		693,708
Cabot senior secured notes⁽²⁾	1,083,932		1,076,682		1,127,435		1,170,945

_______________________

(1)Carrying amount represents the portion of the convertible and exchangeable notes classified as debt, while estimated fair value pertains to the face amount of the notes.

(2)Carrying amount represents historical cost, adjusted for any related debt discount or debt premium.

Investment in Receivable Portfolios:

The fair value of investment in receivable portfolios is measured using Level 3 inputs by discounting the estimated future cash flows generated by its proprietary forecasting models. The key inputs include the estimated future gross cash flow, average cost to collect, and discount rate. The determination of such inputs requires significant judgment, including assessing the assumed market participant’s cost structure, its determination of whether to include fixed costs in its valuation, its collection strategies, and determining the appropriate weighted average cost of capital. The Company evaluates the use of these key inputs on an ongoing basis and refines the data as it continues to obtain better information from market participants in the debt recovery and purchasing business.

Deferred Court Costs:

Effective January 1, 2020, the Company no longer carries Deferred Court Costs as a result of its change in accounting policy. The fair value estimate for Deferred Court Costs as of December 31, 2019 involved Level 3 inputs as there was little observable market data available and management was required to use significant judgment in its estimates.

Borrowings:

The carrying value of the Company’s revolving credit and term loan facilities approximates fair value due to the short-term nature of the interest rate periods. The fair value of the Company’s senior secured notes was estimated using widely accepted valuation techniques, including discounted cash flow analyses using available market information on discount and borrowing rates with similar terms, maturities, and credit ratings. Accordingly, the Company used Level 2 inputs for these debt instrument fair value estimates. The Company’s borrowings also include finance lease liabilities for which the carrying value approximates fair value.

Encore’s convertible notes and exchangeable notes and Cabot’s senior secured notes are carried at historical cost, adjusted for the debt discount. The fair value estimate for these convertible and exchangeable notes incorporates quoted market prices using Level 2 inputs.

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Note 4: Derivatives and Hedging Instruments

The Company may periodically enter into derivative financial instruments to manage risks related to interest rates and foreign currency. Certain of the Company’s derivative financial instruments qualify for hedge accounting treatment under the authoritative guidance for derivatives and hedging.

The following table summarizes the fair value of derivative instruments as included in the Company’s consolidated statements of financial condition (in thousands):

June 30, 2020

December 31, 2019

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivatives designated as hedging instruments:

Interest rate cap contracts

Other assets

1,416

Other assets

2,460

Foreign currency exchange contracts

Other assets

—

Other assets

443

Interest rate swap agreements

Other liabilities

(13,280)

Other liabilities

(9,116)

Derivatives not designated as hedging instruments:

Foreign currency exchange contracts

Other assets

476

Other assets

1,030

Derivatives Designated as Hedging Instruments

The Company has operations in foreign countries which expose the Company to foreign currency exchange rate fluctuations due to transactions denominated in foreign currencies. To mitigate a portion of this risk, the Company may enter into derivative financial instruments, principally foreign currency forward contracts with financial counterparties. The Company adjusts the level and use of derivatives as soon as practicable after learning that an exposure has changed and reviews all exposures and derivative positions on an ongoing basis.

Certain of the Company’s foreign currency forward contracts were designated as cash flow hedging instruments and qualified for hedge accounting treatment. Gains and losses arising from such contracts were recorded as a component of accumulated other comprehensive income (“OCI”) as gains and losses on derivative instruments, net of income taxes. The hedging gains and losses in OCI were subsequently reclassified into earnings in the same period in which the underlying transactions affected the Company’s earnings. If all or a portion of the forecasted transaction was cancelled, the accumulated gains or losses in OCI would be reclassified into earnings.

As of June 30, 2020, the Company had no outstanding forward contracts that were designated as cash flow hedging instruments. No gains or losses were reclassified from OCI into earnings as a result of forecasted transactions that failed to occur during the six months ended June 30, 2020 and 2019.

The Company may periodically enter into interest rate swap agreements to reduce its exposure to fluctuations in interest rates on variable interest rate debt and their impact on earnings and cash flows. Under the swap agreements, the Company receives floating interest rate payments and makes interest payments based on fixed interest rates. The Company designates its interest rate swap instruments as cash flow hedges. As of June 30, 2020, there were four interest rate swap agreements outstanding with a total notional amount of $324.0 million.

Previously, the Company held two interest rate cap contracts (the “2018 Caps”) that hedged the risk of GBP-LIBOR interest rate fluctuations for the Cabot Securitisation Senior Facility interest payments. In February 2020, the Company settled the 2018 Caps and ceased the hedge relationship, which resulted in the reclassification of the associated other comprehensive loss balance to interest expense for approximately $2.5 million during the first quarter of 2020.

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As of June 30, 2020, the Company held two interest rate cap contracts with a notional amount of approximately $883.3 million that are used to manage its risk related to interest rate fluctuations on the Company’s variable interest rate bearing debt. The interest rate cap hedging the fluctuations in three-month EURIBOR for the Cabot 2024 Floating Rate Notes (“2019 Cap”) has a notional amount of €400.0 million (approximately $449.3 million) and matures in 2024. The interest rate cap hedging the fluctuations in sterling overnight index average (“SONIA”) for the Cabot Securitisation UK Ltd senior facility agreement (“2020 Cap”) has a notional amount of £350.0 million (approximately $434.0 million) and matures in 2023. The 2019 Cap is structured as a series of European call options (“Caplets”) such that if exercised, the Company will receive a payment equal to 3-months EURIBOR on a notional amount equal to the hedged notional amount net of a fixed strike price. The 2020 Cap is also structured as a series of Caplets such that if exercised, the Company will receive a payment equal to SONIA on a notional amount equal to the hedged notional amount net of a fixed strike price. Each interest rate reset date, the Company will elect to exercise the Caplet or let it expire. The potential cash flows from each Caplet are expected to offset any variability in the cash flows of the interest payments to the extent SONIA or EURIBOR exceeds the strike price of the Caplets. The Company expects the hedge relationships to be highly effective and designates the 2019 Cap and 2020 Cap as cash flow hedge instruments.

The following tables summarize the effects of derivatives in cash flow hedging relationships designated as hedging instruments in the Company’s consolidated financial statements (in thousands):


Derivatives Designated as Hedging Instruments	Gain (Loss) Recognized in OCI							Location of Gain (Loss) Reclassified from OCI into Income (Loss)		Gain (Loss) Reclassified from OCI into Income (Loss)
			Three Months Ended June 30,									Three Months Ended June 30,
			2020			2019				2020		2019
Foreign currency exchange contracts	$	48		$	456		Salaries and employee benefits	$	(78)	$	80
Foreign currency exchange contracts	1			69			General and administrative expenses	(6)		13
Interest rate swap agreements	(558)			(4,296)			Interest expense	(2,012)		(444)
Interest rate cap contracts	(735)			(140)			Interest expense	(96)		—


Derivatives Designated as Hedging Instruments	Gain (Loss) Recognized in OCI							Location of Gain (Loss) Reclassified from OCI into Income (Loss)		Gain (Loss) Reclassified from OCI into Income (Loss)
			Six Months Ended June 30,									Six Months Ended June 30,
			2020			2019				2020		2019
Foreign currency exchange contracts	$	(341)		$	1,391		Salaries and employee benefits	$	49	$	(15)
Foreign currency exchange contracts	(44)			(9)			General and administrative expenses	11		(71)
Interest rate swap agreements	(7,265)			(6,382)			Interest expense	(3,100)		(864)
Interest rate cap contracts	(2,131)			(1,712)			Interest expense	(2,638)		—

Derivatives Not Designated as Hedging Instruments

The Company enters into currency exchange forward contracts to reduce the effects of currency exchange rate fluctuations between the British Pound and Euro. These derivative contracts generally mature within one to three months and are not designated as hedge instruments for accounting purposes. The Company continues to monitor the level of exposure of the foreign currency exchange risk and may enter into additional short-term forward contracts on an ongoing basis. The gains or losses on these derivative contracts are recognized in other income or expense based on the changes in fair value.

The following table summarizes the effects of derivatives in cash flow hedging relationships not designated as hedging instruments in the Company’s consolidated statements of operations (in thousands):


		Amount of Gain Recognized in Income
		Three Months Ended June 30,						Six Months Ended June 30,
Derivatives Not Designated as Hedging Instruments	Location of Gain Recognized in Income on Derivative	2020		2019		2020		2019
Foreign currency exchange contracts	Other expense	$	2,028	$	173	$	3,971	$	173

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Note 5: Investment in Receivable Portfolios, Net

As discussed in “Note 1: Ownership, Description of Business, and Summary of Significant Accounting Policies”, effective January 1, 2020, the Company accounts for its investment in receivable portfolios as PCD assets under CECL and changed its accounting policy for reimbursable court costs. As a result, the Company wrote-off the previous Deferred Court Costs balance that represented an undiscounted value of recoverable historic spend as a result of a loss-rate methodology, and established a discounted value of expected future recoveries of these reimbursable court costs, which is included in the beginning balance of the investment in receivable portfolios.

The table below illustrates the Company’s transition approach for its investment in receivable portfolios as of January 1, 2020 (in thousands):


	Amount
Investment in receivable portfolios prior to transition	$	3,283,984
Initial transitioned deferred court costs	44,166
	3,328,150
Allowance for credit losses	79,028,043
Amortized cost	82,356,193
Noncredit discount	132,533,142
Face value	214,889,335
Write-off of amortized cost	(82,356,193)
Write-off of noncredit discount	(132,533,142)
Negative allowance	3,328,150
Initial negative allowance from transition	$	3,328,150

The table below provides the detail on the establishment of negative allowance for expected recoveries of portfolios purchased during the periods presented (in thousands):


	Three Months Ended June 30, 2020		Six Months Ended June 30, 2020
Purchase price	$	147,939	$	362,052
Allowance for credit losses	371,424		892,618
Amortized cost	519,363		1,254,670
Noncredit discount	786,512		1,754,227
Face value	1,305,875		3,008,897
Write-off of amortized cost	(519,363)		(1,254,670)
Write-off of noncredit discount	(786,512)		(1,754,227)
Negative allowance	147,939		362,052
Negative allowance for expected recoveries - current period purchases	$	147,939	$	362,052

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The following table summarizes the changes in the balance of the investment in receivable portfolios during the periods presented (in thousands):


	Three Months Ended June 30,									Six Months Ended June 30,
	2020			2019			2020			2019
Balance, beginning of period	$	3,166,018		$	3,211,587		$	3,328,150		$	3,137,893
Purchases of receivable portfolios	147,939			242,697			362,052			505,032
Deconsolidation of receivable portfolios⁽¹⁾	(2,822)			—			(2,822)			—
Put-backs and Recalls	(6,326)			(1,395)			(11,394)			(5,095)
Disposals and transfers to assets held for sale	(1,182)			(2,327)			(2,713)			(5,916)
Cash collections	(508,215)			(514,881)			(1,035,494)			(1,028,734)
Revenue from receivable portfolios	335,287			312,495			692,652			623,653
Changes to expected current period recoveries	108,572			—			118,887			—
Changes to expected future period recoveries	(42,565)			—			(151,541)			—
Portfolios allowance reversal, net	—			2,063			—			3,430
Foreign currency adjustments	4,535			(25,671)			(96,536)			(5,695)
Balance, end of period	$	3,201,241		$	3,224,568		$	3,201,241		$	3,224,568
Revenue as a percentage of collections	66.0		%	60.7		%	66.9		%	60.6		%

_______________________

(1)Deconsolidation of receivable portfolios as a result of the Company’s divestiture of its investment in Brazil.

During the three months ended March 31, 2020, the Company reassessed its future forecasts of expected recoveries of receivable portfolios based on its best estimate of the potential impacts arising from the COVID-19 pandemic and recorded a provision for credit loss adjustment of $109.0 million. Based on the best information available to the Company at that time, the Company estimated that certain near-term future recoveries in 2020 would be delayed but that the majority of the portion of delayed collections would be recovered in 2021 and most of the remainder of those expected collections would be recovered in subsequent periods. During the three months ended June 30, 2020, the Company’s collections performance was significantly stronger than expected, which resulted in an over-performance against the updated forecast by $108.6 million. While the Company now has additional information with respect to the impact on collections of the COVID-19 pandemic, the future outlook remains uncertain, and will continue to evolve depending on future developments, including the duration and spread of the pandemic and related actions taken by governments. When reassessing the future forecasts of expected lifetime recoveries in the second quarter, management considered historical and current collection performance, uncertainty in economic forecasts in the geographies in which the Company operates, and believes that most of the over-performance during the three months ended June 30, 2020 was a pull-forward of future expected recoveries rather than increased lifetime recoveries. As a result, the current period over-performance reduced estimated remaining collections (“ERC”), which in turn, when discounted to present value, resulted in a provision for credit loss adjustment of approximately $42.6 million during the three months ended June 30, 2020. The circumstances around this pandemic are evolving rapidly and will continue to impact the Company’s business and its estimation of expected recoveries in future periods. The Company will continue to closely monitor the COVID-19 situation and update its assumptions accordingly.

Accretable yield represented the amount of revenue on purchased receivable portfolios the Company expected to recognize over the remaining life of its existing portfolios. The following table summarizes the change in accretable yield under the previous accounting guidance during the periods presented (in thousands):

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Balance as of December 31, 2018	$	4,026,206
Revenue from receivable portfolios	(311,158)
Allowance reversals on receivable portfolios, net	(1,367)
Additions on existing portfolios, net	38,313
Additions for current purchases	285,637
Effect of foreign currency translation	26,461
Balance as of March 31, 2019	4,064,092
Revenue from receivable portfolios	(312,495)
Allowance reversals on receivable portfolios, net	(2,063)
Additions on existing portfolios, net	145,359
Additions for current purchases	277,556
Effect of foreign currency translation	(46,526)
Balance as of June 30, 2019	$	4,125,923

The following table summarizes the change in the valuation allowance for investment in receivable portfolios as accounted for under the previous accounting guidance during the periods presented (in thousands):


	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Balance as of beginning of period	$	59,428	$	60,631
Provision for portfolio allowances	1,089		3,715
Reversal of prior allowances	(3,152)		(7,145)

Effect of foreign currency translation	(161)		3
Balance as of end of period	$	57,204	$	57,204

Note 6: Deferred Court Costs, Net

As discussed in “Note 1: Ownership, Description of Business, and Summary of Significant Accounting Policies”, effective January 1, 2020 and as part of the adoption of CECL, the Company changed its method of accounting for court costs spent in its legal collection channel. The Company now expenses all of its court costs as incurred and includes all expected recoveries, including the recoveries from the legal channel, in the measurement of the investment in receivable portfolios at a discounted value. As a result, the Company no longer carries Deferred Court Costs.

Net deferred court costs under the previous accounting method consisted of the following as of the date presented (in thousands):


	December 31, 2019
Court costs advanced	$	891,207
Court costs recovered	(369,043)
Court costs reserve	(421,992)
Deferred court costs, net	$	100,172

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A roll-forward of the Company’s court cost reserve as accounted for under the previous accounting method is as follows (in thousands):


	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Balance as of beginning of period	$	(399,991)	$	(396,460)
Provision for court costs	(23,635)		(39,348)
Charge-offs	13,476		27,255
Effect of foreign currency translation	1,838		241
Balance as of end of period	$	(408,312)	$	(408,312)

Note 7: Other Assets

Other assets consist of the following (in thousands):


	June 30, 2020		December 31, 2019
Operating lease right-of-use assets	$	70,597	$	75,254
Identifiable intangible assets, net	44,636		51,371
Assets held for sale	40,743		46,717
Deferred tax assets	32,555		24,134
Service fee receivables	21,027		27,705
Prepaid expenses	20,779		22,272
Other financial receivables	12,194		17,308
Other	47,385		64,462
Total	$	289,916	$	329,223

Note 8: Borrowings

The Company is in compliance in all material respects with all covenants under its financing arrangements as of June 30, 2020. The components of the Company’s consolidated borrowings were as follows (in thousands):


	June 30, 2020		December 31, 2019
Encore revolving credit facility	$	528,000	$	492,000
Encore term loan facility	164,033		171,677
Encore senior secured notes	276,250		308,750
Encore convertible notes and exchangeable notes	672,855		672,855
Less: debt discount	(24,169)		(30,308)
Cabot senior secured notes	1,085,279		1,129,039
Less: debt discount	(1,347)		(1,604)
Cabot senior revolving credit facility	203,349		285,749
Cabot securitisation senior facilities	433,976		464,092
Other	43,984		54,151
Finance lease liabilities	9,021		8,121
	3,391,231		3,554,522
Less: debt issuance costs, net of amortization	(37,501)		(41,325)
Total	$	3,353,730	$	3,513,197

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Encore Revolving Credit Facility and Term Loan Facility

The Company has a revolving credit facility (the “Revolving Credit Facility”) and term loan facility (the “Term Loan Facility,” and together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”) pursuant to a Third Amended and Restated Credit Agreement dated December 20, 2016 (as amended, the “Restated Credit Agreement”). The total commitment for the Revolving Credit Facility is $884.2 million and matures in December 2021. The Term Loan Facility matures in December 2021 and the principal amortizes $15.3 million in 2020 with the remaining principal due in 2021.

Provisions of the Restated Credit Agreement as of June 30, 2020 include, but are not limited to:

•A Revolving Credit Facility with interest at a floating rate equal to, at the Company’s option, either: (1) reserve adjusted London Interbank Offered Rate (“LIBOR”), plus a spread that ranges from 250 to 300 basis points depending on the cash flow leverage ratio of Encore and its restricted subsidiaries as defined in the Restated Credit Agreement; or (2) alternate base rate, plus a spread that ranges from 150 to 200 basis points, depending on the cash flow leverage ratio of Encore and its restricted subsidiaries. “Alternate base rate,” as defined in the Restated Credit Agreement, means the highest of (a) the per annum rate which the administrative agent publicly announces from time to time as its prime lending rate, (b) the federal funds effective rate from time to time, plus 0.5% per annum, (c) reserved adjusted LIBOR determined on a daily basis for a one month interest period, plus 1.0% per annum and (d) zero;

•A Term Loan Facility with interest at a floating rate equal to, at the Company’s option, either: (1) reserve adjusted LIBOR, plus a spread that ranges from 250 to 300 basis points, depending on the cash flow leverage ratio of Encore and its restricted subsidiaries; or (2) alternate base rate, plus a spread that ranges from 150 to 200 basis points, depending on the cash flow leverage ratio of Encore and its restricted subsidiaries;

•A borrowing base under the Revolving Credit Facility equal to 35% of all eligible non-bankruptcy estimated remaining collections plus 55% of eligible estimated remaining collections for consumer receivables subject to bankruptcy;

•A maximum cash flow leverage ratio permitted of 3.00:1.00;

•A maximum cash flow first-lien leverage ratio of 2.00:1.00;

•A minimum interest coverage ratio of 1.75:1.00;

•The allowance of indebtedness in the form of senior secured notes not to exceed $350.0 million;

•The allowance of additional unsecured or subordinated indebtedness not to exceed $1.1 billion, including junior lien indebtedness not to exceed $400.0 million;

•Restrictions and covenants, which limit the payment of dividends and the incurrence of additional indebtedness and liens, among other limitations;

•Repurchases of up to $150.0 million of Encore’s common stock and permitted indebtedness after July 9, 2015, subject to compliance with certain covenants and available borrowing capacity;

•A pre-approved acquisition limit of $225.0 million per fiscal year;

•A basket to allow for investments not to exceed the greater of (1) 200% of the consolidated net worth of Encore and its restricted subsidiaries; and (2) an unlimited amount such that after giving effect to the making of any investment, the cash flow leverage ratio is less than 1.25:1:00;

•A basket to allow for investments in persons organized under the laws of Canada in the amount of $50.0 million;

•Collateralization by all assets of the Company, other than the assets of certain foreign subsidiaries and all unrestricted subsidiaries as defined in the Restated Credit Agreement.

As of June 30, 2020, the outstanding balance under the Revolving Credit Facility was $528.0 million, which bore a weighted average interest rate of 3.52% and 5.47% for the three months ended June 30, 2020 and 2019, respectively, and 4.01% and 5.48% for the six months ended June 30, 2020 and 2019, respectively. Available capacity under the Revolving Credit Facility, after taking into account borrowing base and applicable debt covenants, was $356.2 million as of June 30, 2020. As of June 30, 2020, the outstanding balance under the Term Loan Facility was $164.0 million.

On July 9, 2020, the Company entered into an amendment to the Restated Credit Agreement. Refer to “Note 14: Subsequent Events” for additional details of this amendment.

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Encore Senior Secured Notes

In August 2017, Encore entered into $325.0 million in senior secured notes with a group of insurance companies (the “Senior Secured Notes”). The Senior Secured Notes bear an annual interest rate of 5.625%, mature in 2024 and beginning in November 2019, require quarterly principal payments of $16.3 million. As of June 30, 2020, $276.3 million of the Senior Secured Notes remained outstanding.

The covenants and material terms in the purchase agreement for the Senior Secured Notes are substantially similar to those in the Restated Credit Agreement.

Encore Convertible Notes and Exchangeable Notes

The following table provides a summary of the principal balance, maturity date and interest rate for the Company’s convertible and exchangeable senior notes (the “Convertible Notes” or “Exchangeable Notes,” as applicable) ($ in thousands):


	June 30, 2020		December 31, 2019		Maturity Date	Interest Rate
2020 Convertible Notes⁽¹⁾	$	89,355	$	89,355	Jul 1, 2020	3.000	%
2021 Convertible Notes	161,000		161,000		Mar 15, 2021	2.875	%
2022 Convertible Notes	150,000		150,000		Mar 15, 2022	3.250	%
Exchangeable Notes	172,500		172,500		Sep 1, 2023	4.500	%
2025 Convertible Notes	100,000		100,000		Oct 1, 2025	3.250	%
	$	672,855	$	672,855

_______________________

(1)The 2020 Convertible Notes matured on July 1, 2020 and the Company repaid the outstanding principal in cash.

The Exchangeable Notes were issued by Encore Capital Europe Finance Limited (“Encore Finance”), a 100% owned finance subsidiary of Encore, and are fully and unconditionally guaranteed by Encore. Unless otherwise indicated in connection with a particular offering of debt securities, Encore will fully and unconditionally guarantee any debt securities issued by Encore Finance. Amounts related to Encore Finance are included in the consolidated financial statements of Encore subsequent to April 30, 2018, the date of the incorporation of Encore Finance.

Prior to the close of business on the business day immediately preceding their respective conversion or exchange date (listed below), holders may convert or exchange their Convertible Notes or Exchangeable Notes under certain circumstances set forth in the applicable indentures. On or after their respective conversion or exchange dates until the close of business on the scheduled trading day immediately preceding their respective maturity date, holders may convert or exchange their notes at any time. Certain key terms related to the convertible and exchangeable features as of June 30, 2020 are listed below:


	2020 Convertible Notes		2021 Convertible Notes		2022 Convertible Notes		2023 Exchangeable Notes		2025 Convertible Notes
Initial conversion or exchange price	$	45.72	$	59.39	$	45.57	$	44.62	$	40.00
Closing stock price at date of issuance	$	33.35	$	47.51	$	35.05	$	36.45	$	32.00
Closing stock price date	Jun 24, 2013		Mar 5, 2014		Feb 27, 2017		Jul 20, 2018		Sep 4, 2019
Conversion or exchange rate (shares per $1,000 principal amount)	21.8718		16.8386		21.9467		22.4090		25.0000
Conversion or exchange date	Jan 1, 2020		Sep 15, 2020		Sep 15, 2021		Mar 1, 2023		Jul 1, 2025

In the event of conversion or exchange, holders of the Company’s Convertible Notes or Exchangeable Notes will receive cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. The Company’s current intent is to settle conversions and exchanges through combination settlement (i.e., convertible or exchangeable into cash up to the aggregate principal amount, and shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election and subject to certain restrictions contained in each of the indentures governing the Convertible Notes and Exchangeable Notes, for the remainder). As a result, and in accordance with authoritative guidance related to derivatives and hedging and earnings per share, only the conversion or exchange spread is included in the diluted earnings per share calculation, if dilutive. Under such method, the settlement of the conversion or exchange spread has a dilutive effect when, during any quarter, the average share price of the Company’s common stock exceeds the initial conversion or exchange prices listed in the above table.

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The debt and equity components, the issuance costs related to the equity component, the stated interest rate, and the effective interest rate for each of the Convertible Notes and Exchangeable Notes at the time of the original offering are listed below (in thousands, except percentages):


	2020 Convertible Notes⁽¹⁾			2021 Convertible Notes			2022 Convertible Notes			2023 Exchangeable Notes			2025 Convertible Notes
Debt component	$	140,247		$	143,645		$	137,266		$	157,971		$	91,024
Equity component	$	32,253		$	17,355		$	12,734		$	14,009		$	8,976
Equity issuance cost	$	1,106		$	581		$	398		$	—		$	224
Stated interest rate	3.000		%	2.875		%	3.250		%	4.500		%	3.250		%
Effective interest rate	6.350		%	4.700		%	5.200		%	6.500		%	5.000		%

________________________

(1)The Company repurchased approximately $83.1 million aggregate principal amount of its 2020 Convertible Notes in August 2019 and paid-off the remaining $89.4 million 2020 Convertible Notes in cash when they matured on July 1, 2020.

The balances of the liability and equity components of all the Convertible Notes and Exchangeable Notes outstanding were as follows (in thousands):


	June 30, 2020		December 31, 2019
Liability component—principal amount	$	672,855	$	672,855
Unamortized debt discount	(24,169)		(30,308)
Liability component—net carrying amount	$	648,686	$	642,547
Equity component	$	83,127	$	83,127

The debt discount is being amortized into interest expense over the remaining life of the Convertible Notes and Exchangeable Notes using the effective interest rates. Interest expense related to the Convertible Notes and Exchangeable Notes was as follows (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Interest expense—stated coupon rate	$	5,799	$	5,571	$	11,598	$	10,908
Interest expense—amortization of debt discount	3,095		3,244		6,139		6,365
Interest expense—Convertible Notes and Exchangeable Notes	$	8,894	$	8,815	$	17,737	$	17,273

Hedge Transactions

In order to reduce the risk related to the potential dilution and/or the potential cash payments the Company may be required to make in the event that the market price of the Company’s common stock becomes greater than the conversion or exchange prices of the Convertible Notes and the Exchangeable Notes, the Company maintains a hedge program that increases the effective conversion or exchange price for the 2020 Convertible Notes, the 2021 Convertible Notes and the Exchangeable Notes. The Company did not hedge the 2022 Convertible Notes or the 2025 Convertible Notes.

The details of the hedge program are listed below (in thousands, except conversion price):


	2020 Convertible Notes		2021 Convertible Notes		2023 Exchangeable Notes
Cost of the hedge transaction(s)	$	18,113	$	19,545	$	17,785
Initial conversion or exchange price	$	45.72	$	59.39	$	44.62
Effective conversion or exchange price	$	61.55	$	83.14	$	62.48

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Cabot Senior Secured Notes

The following table provides a summary of the Cabot senior secured notes ($ in thousands):


	June 30, 2020		December 31, 2019		Maturity Date	Interest Rate
Floating rate senior secured notes due 2024	$	449,296	$	448,921	Jun 1, 2024	EURIBOR +6.375%
Senior secured notes due 2023	635,983		680,118		Oct 1, 2023	7.500	%
	$	1,085,279	$	1,129,039

Cabot Senior Revolving Credit Facility

Cabot Financial (UK) Limited (“Cabot Financial UK”) has an amended and restated senior secured revolving credit facility agreement (as amended and restated, the “Cabot Credit Facility”). As of June 30, 2020, the Cabot Credit Facility provided for a total committed facility of £375.0 million that expires in September 2023 and included the following key provisions:

•Interest at LIBOR (or EURIBOR for any loan drawn in euro) plus 3.00% per annum;

•A restrictive covenant that limits the loan to value ratio to 0.75 in the event that the Cabot Credit Facility is more than 20% utilized;

•A restrictive covenant that limits the super senior loan (i.e., the Cabot Credit Facility and any super priority hedging liabilities) to value ratio to 0.275; and

•Additional restrictions and covenants which limit, among other things, the payment of dividends and the incurrence of additional indebtedness and liens.

As of June 30, 2020, the outstanding borrowings under the Cabot Credit Facility were £164.0 million (approximately $203.3 million). The weighted average interest rate was 3.15% and 3.36% for the three months ended June 30, 2020 and 2019, respectively, and 3.36% for the six months ended June 30, 2020 and 2019. Available capacity under the Cabot Credit Facility, after taking into account borrowing base and applicable debt covenants, was £211.0 million (approximately $261.6 million) as of June 30, 2020.

Cabot Securitisation Senior Facility

Cabot’s wholly owned subsidiary Cabot Securitisation UK Ltd (“Cabot Securitisation”) has a senior facility for a committed amount of £350.0 million (as amended, the “Cabot Securitisation Senior Facility”). The Cabot Securitisation Senior Facility matures in March 2025. Funds drawn under the Cabot Securitisation Senior Facility bear interest at a rate per annum equal to SONIA plus a margin of 3.06% plus, for periods after March 15, 2023, a step-up margin ranging from zero to 1.00%.

As of June 30, 2020, the outstanding borrowings under the Cabot Securitisation Senior Facility were £350.0 million (approximately $434.0 million). The obligations of Cabot Securitisation under the Cabot Securitisation Senior Facility are secured by first ranking security interests over all of Cabot Securitisation’s property, assets and rights (including receivables purchased from Cabot Financial UK from time to time), the book value of which was approximately £408.5 million (approximately $506.5 million) as of June 30, 2020. The weighted average interest rate was 3.14% and 3.33% for the three and six months ended June 30, 2020 and 3.75% for the three and six months ended June 30, 2019.

Cabot Securitisation is a securitized financing vehicle and is a VIE for consolidation purposes. Refer to “Note 9: Variable Interest Entities”, for further details.

Note 9: Variable Interest Entities

A VIE is defined as a legal entity whose equity owners do not have sufficient equity at risk, or, as a group, the holders of the equity investment at risk lack any of the following three characteristics: decision-making rights, the obligation to absorb expected losses, or the right to receive expected residual returns of the entity. The primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and the obligation to absorb expected losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The Company consolidates VIEs when it is the primary beneficiary.

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The Company evaluates its relationships with its VIEs on an ongoing basis to ensure that it continues to be the primary beneficiary. A reconsideration event is significant if it changes the design of the entity or the entity’s equity investment at risk. Prior to the purchase of all of the outstanding equity of CCM not owned by the Company, CCM’s indirect holding Company Janus Holdings S.á r.l. (“Janus Holdings”) was a VIE. Upon completion of the Cabot Transaction on July 24, 2018 and the subsequent change in organizational structure, Janus Holdings no longer qualified as a VIE and CCM is consolidated via the voting interest model.

As of June 30, 2020, the Company’s VIEs include certain securitized financing vehicles and other immaterial special purpose entities that were created to purchase receivable portfolios in certain geographies. The Company is the primary beneficiary of these VIEs. The Company has the power to direct the activities of the VIEs which includes but is not limited to the ability to exercise discretion in the servicing of the financial assets.

Most assets recognized as a result of consolidating these VIEs do not represent additional assets that could be used to satisfy claims against the Company’s general assets. Conversely, liabilities recognized as a result of consolidating these VIEs do not represent additional claims on the Company’s general assets; rather, they represent claims against the specific assets of the VIE.

Note 10: Income Taxes

The Company recorded income tax expense of $35.6 million and $11.8 million during the three months ended June 30, 2020 and 2019, respectively, and income tax expense of $40.1 million and $15.4 million during the six months ended June 30, 2020 and 2019, respectively.

The effective tax rates for the respective periods are shown below:


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Federal provision	21.0	%	21.0	%	21.0	%	21.0	%
State provision	2.5	%	3.6	%	3.2	%	3.0	%
Foreign income taxed at different rates	(0.4)	%	(3.8)	%	(0.3)	%	(2.3)	%
Change in valuation allowance⁽¹⁾	(0.2)	%	2.6	%	2.3	%	2.2	%
Tax benefit from divestiture of foreign investment	(1.8)	%	—	%	(1.9)	%	—	%
Change in tax accounting method	—	%	—	%	—	%	(8.9)	%
Other	0.3	%	0.8	%	0.7	%	0.2	%
Effective tax rate	21.4	%	24.2	%	25.0	%	15.2	%

________________________

(1)Attributable to losses incurred at certain foreign subsidiaries with cumulative operating losses for tax purposes.

The Company utilized the discrete effective tax rate method (“discrete method”) for recording income taxes for the three and six months ended June 30, 2020. The Company believes the use of the discrete method is more appropriate than the application of the estimated annual effective tax rate (“AETR”) method due to uncertainty in estimating annual pre-tax earnings primarily due to the ongoing COVID-19 pandemic. The Company will re-evaluate the use of the discrete method each quarter until it is deemed appropriate to return to the AETR method.

The Company’s subsidiary in Costa Rica is operating under a 100% tax holiday through December 31, 2026. The impact of the tax holiday in Costa Rica for the three and six months ended June 30, 2020 and 2019, was immaterial.

The Company had gross unrecognized tax benefits, inclusive of penalties and interest, of $8.2 million as of June 30, 2020. These unrecognized tax benefits, if recognized, would result in a net tax benefit of $7.6 million as of June 30, 2020. There was no material change in gross unrecognized tax benefits from December 31, 2019.

The Company has not provided for applicable income or withholding taxes on the undistributed earnings from continuing operations for certain of its subsidiaries operating outside of the United States. Undistributed net income of these subsidiaries as of June 30, 2020 was approximately $153.1 million. Such undistributed earnings are considered permanently reinvested. The Company does not provide deferred taxes on translation adjustments on unremitted earnings under the indefinite reversal exemption. Determination of the amount of unrecognized deferred tax liability related to these earnings is not practical due to the complexities of a hypothetical calculation. Subsidiaries operating outside of the United States for which the Company does

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not consider under the indefinite reversal exemption have no material undistributed earnings or outside basis differences and therefore no U.S. taxes have been provided.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law in response to the COVID-19 pandemic. The CARES Act contains several corporate income tax provisions, including modifications to the limitation on business interest expense and net operating loss regulations, and provides for a payment delay of employer payroll taxes and income taxes. The CARES Act did not have a material impact on the Company’s effective tax rate or income tax provision for the three and six months ended June 30, 2020.

Note 11: Commitments and Contingencies

Litigation and Regulatory

The Company is involved in disputes, legal actions, regulatory investigations, inquiries, and other actions from time to time in the ordinary course of business. The Company, along with others in its industry, is routinely subject to legal actions based on the Fair Debt Collection Practices Act (“FDCPA”), comparable state statutes, the Telephone Consumer Protection Act (“TCPA”), state and federal unfair competition statutes, and common law causes of action. The violations of law investigated or alleged in these actions often include claims that the Company lacks specified licenses to conduct its business, attempts to collect debts on which the statute of limitations has run, has made inaccurate or unsupported assertions of fact in support of its collection actions and/or has acted improperly in connection with its efforts to contact consumers. Such litigation and regulatory actions could involve potential compensatory or punitive damage claims, fines, sanctions, injunctive relief, or changes in business practices. Many continue on for some length of time and involve substantial investigation, litigation, negotiation, and other expense and effort before a result is achieved, and during the process the Company often cannot determine the substance or timing of any eventual outcome.

As of June 30, 2020, there were no material developments in any of the legal proceedings disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

In certain legal proceedings, the Company may have recourse to insurance or third-party contractual indemnities to cover all or portions of its litigation expenses, judgments, or settlements. The Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. Where a range of loss can be reasonably estimated with no best estimate in the range, the Company records the minimum estimated liability. The Company continuously assesses the potential liability related to its pending litigation and regulatory matters and revises its estimates when additional information becomes available. The Company’s legal costs are recorded to expense as incurred. As of June 30, 2020, the Company has no material reserves for legal matters.

Purchase Commitments

In the normal course of business, the Company enters into forward flow purchase agreements and other purchase commitment agreements. As of June 30, 2020, the Company had entered into agreements to purchase receivable portfolios with a face value of approximately $2.3 billion for a purchase price of approximately $276.3 million.

Note 12: Segment and Geographic Information

The Company conducts business through several operating segments that have similar economic and other qualitative characteristics and have been aggregated in accordance with authoritative guidance into one reportable segment, portfolio purchasing and recovery. Since the Company operates in one reportable segment, all required segment information can be found in the consolidated financial statements.

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The Company has operations in the United States, Europe and other foreign countries. The following table presents the Company’s total revenues by geographic area in which the Company operates (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Total revenues⁽¹⁾:
United States	$	286,767	$	199,388	$	494,985	$	388,760
International
Europe⁽²⁾	135,490		130,919		211,455		266,195
Other geographies	3,776		16,567		8,674		38,996
	139,266		147,486		220,129		305,191
Total	$	426,033	$	346,874	$	715,114	$	693,951

________________________

(1)Total revenues for periods in 2019 are adjusted by net allowances. Total revenues are attributed to countries based on consumer location.

(2)Based on the financial information that is used to produce the general-purpose financial statements, providing further geographic information is impracticable.

Note 13: Goodwill and Identifiable Intangible Assets

Goodwill is tested for impairment at the reporting unit level annually and in interim periods if certain events occur that indicate that the fair value of a reporting unit may be below its carrying value. Determining the number of reporting units and the fair value of a reporting unit requires the Company to make judgments and involves the use of significant estimates and assumptions.

The Company performs its annual goodwill impairment testing in the fourth quarter of each year. During the impairment testing in 2019, both of the Company’s two reporting units had fair values substantially in excess of their carrying values. In addition to the annual impairment test, the Company is required to assess whether a triggering event has occurred which would require interim impairment testing. During the first quarter of 2020, the Company concluded that an interim quantitative impairment test was not required. During the second quarter of 2020, the Company updated its consideration of the current and expected future economic and market conditions surrounding the COVID-19 pandemic and its impact on each of the reporting units. Further, the Company assessed the current market capitalization, forecasts and the amount of headroom in the 2019 impairment test. The Company determined that there were no impairment indicators for either of the reporting units as of June 30, 2020. Therefore, an interim quantitative impairment test was not performed.

Management continues to evaluate and monitor all key factors impacting the carrying value of the Company’s recorded goodwill and long-lived assets. Adverse changes in the Company’s actual or expected operating results, market capitalization, business climate, economic factors or other negative events that may be outside the control of management could result in a material non-cash impairment charge in the future.

The Company’s goodwill is attributable to reporting units included in its portfolio purchasing and recovery segment. The following table summarizes the activity in the Company’s goodwill balance (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Balance, beginning of period	$	839,301	$	882,884	$	884,185	$	868,126
Effect of foreign currency translation	(1,277)		(17,357)		(46,161)		(2,599)
Balance, end of period	$	838,024	$	865,527	$	838,024	$	865,527

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The Company’s acquired intangible assets are summarized as follows (in thousands):


	As of June 30, 2020										As of December 31, 2019
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	$	60,802	$	(17,301)	$	43,501	$	67,897	$	(18,191)	$	49,706
Developed technologies	4,301		(3,866)		435		4,734		(4,124)		610
Trade name and other	5,260		(4,560)		700		6,299		(5,244)		1,055
Total intangible assets	$	70,363	$	(25,727)	$	44,636	$	78,930	$	(27,559)	$	51,371

Note 14: Subsequent Events

On July 1, 2020, the Company’s 2020 Convertible Notes matured and the Company repaid the outstanding principal of $89.4 million in cash.

On July 9, 2020, the Company entered into an amendment to the Restated Credit Agreement, which provided for, among other things:

•a $243.2 million increase in commitments under the revolving credit facility from $884.2 million to $1,127.4 million,

•a $24.8 million increase in the term loan facility from $164.0 million outstanding to $188.8 million outstanding,

•an extension of the maturity date from December 2021 to July 2023 for portions of the Senior Secured Credit Facilities as detailed below,

•an accordion feature that allows the Company to increase the Senior Secured Credit Facilities by an additional $250.0 million, and

•a London Interbank Offered Rate (“LIBOR”) floor of 0.75% for the new and extended portions of the Senior Secured Credit Facilities maturing in July 2023.

After giving effect to the amendment, the Senior Secured Credit Facilities mature in July 2023, except with respect to (1) $138.1 million of non-extended revolving commitments under the Revolving Credit Facility and (2) $8.1 million of non-extended term loans, each of which still mature in December 2021.

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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains “forward-looking statements” relating to Encore Capital Group, Inc. (“Encore”) and its subsidiaries (which we may collectively refer to as the “Company,” “we,” “our” or “us”) within the meaning of the securities laws. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” “intend,” “plan,” “will,” “may,” and similar expressions often characterize forward-looking statements. These statements may include, but are not limited to, projections of collections, revenues, income or loss, estimates of capital expenditures, plans for future operations, products or services, financing needs or plans or the impacts of the COVID-19 pandemic, as well as assumptions relating to these matters. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we caution that these expectations or predictions may not prove to be correct or we may not achieve the financial results, savings, or other benefits anticipated in the forward-looking statements. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties, some of which may be beyond our control or cannot be predicted or quantified, that could cause actual results to differ materially from those suggested by the forward-looking statements. Many factors including, but not limited to, those set forth in our Annual Report on Form 10-K under “Part I, Item 1A—Risk Factors” and those set forth in “Part II, Item 1A, Risk Factors” of this Quarterly Report could cause our actual results, performance, achievements, or industry results to be very different from the results, performance, achievements or industry results expressed or implied by these forward-looking statements. Our business, financial condition, or results of operations could also be materially and adversely affected by other factors besides those listed. Forward-looking statements speak only as of the date the statements were made. We do not undertake any obligation to update or revise any forward-looking statements to reflect new information or future events, or for any other reason, even if experience or future events make it clear that any expected results expressed or implied by these forward-looking statements will not be realized. In addition, it is generally our policy not to make any specific projections as to future earnings, and we do not endorse projections regarding future performance that may be made by third parties.

Our Business

We are an international specialty finance company providing debt recovery solutions and other related services for consumers across a broad range of financial assets. We primarily purchase portfolios of defaulted consumer receivables at deep discounts to face value and manage them by working with individuals as they repay their obligations and work toward financial recovery. Defaulted receivables are consumers’ unpaid financial commitments to credit originators, including banks, credit unions, consumer finance companies and commercial retailers. Defaulted receivables may also include receivables subject to bankruptcy proceedings. We also provide debt servicing and other portfolio management services to credit originators for non-performing loans.

Encore Capital Group, Inc. (“Encore”) has three primary business units: MCM, which consists of Midland Credit Management, Inc. and its subsidiaries and domestic affiliates; Cabot, which consists of Cabot Credit Management Limited (“CCM”) and its subsidiaries and European affiliates, and LAAP, which is comprised of our investments and operations in Latin America and Asia-Pacific.

MCM (United States)

Through MCM we are a market leader in portfolio purchasing and recovery in the United States, including Puerto Rico.

Cabot (Europe)

Through Cabot we are one of the largest credit management services providers in Europe and a market leader in the United Kingdom and Ireland. Cabot, in addition to its primary business of portfolio purchasing and recovery, also provides a range of debt servicing offerings such as early stage collections, business process outsourcing (“BPO”), and contingent collections, including through Wescot Credit Services Limited (“Wescot”), a leading U.K. contingency debt collection and BPO services company.

LAAP (Latin America and Asia-Pacific)

We have purchased non-performing loans in Colombia, Peru, Mexico and Brazil (which was sold in April 2020). Additionally, we have invested in Encore Asset Reconstruction Company (“EARC”) in India.

To date, operating results from LAAP have not been significant to our total consolidated operating results. Our long-term growth strategy is focused on continuing to invest in our core portfolio purchasing and recovery business in the United States and United Kingdom and strengthening and developing our business in the rest of Europe.

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Recent Developments

In March 2020, the World Health Organization declared the outbreak of the novel coronavirus (“COVID-19”) a pandemic, which has resulted in authorities implementing numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns (including court closures in certain jurisdictions). While we are unable to accurately predict the full impact that COVID-19 will have on our results from operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic and containment measures, our compliance with these measures has impacted our day-to-day operations and could disrupt our business and operations for an indefinite period of time.

Government Regulation

There have been various governmental actions taken, or proposed, in response to the COVID-19 pandemic, such as limiting debt collections efforts and encouraging or requiring extensions, modifications or forbearance, with respect to certain loans and fees. In addition, in certain jurisdictions courts have closed and/or government actions have affected the litigation process. Government actions have not been consistent across jurisdictions and the efficacy and ultimate effect of such actions is not known. We continue to monitor federal, state and international regulatory developments in relation to the COVID-19 pandemic and their potential impact on our operations.

MCM (United States)

As discussed in more detail under “Part I - Item 1 - Business - Government Regulation” contained in our Annual Report on Form 10-K, our U.S. debt purchasing business and collection activities are subject to federal, state and municipal statutes, rules, regulations and ordinances that establish specific guidelines and procedures that debt purchasers and collectors must follow when collecting consumer accounts, including among others, specific guidelines and procedures for communicating with consumers and prohibitions on unfair, deceptive or abusive debt collection practices.

Cabot (Europe)

As discussed in more detail under “Part I - Item 1 - Business - Government Regulation” contained in our Annual Report on Form 10-K, our operations in Europe are affected by foreign statutes, rules and regulations regarding debt collection and debt purchase activities. These statutes, rules, regulations, ordinances, guidelines and procedures are modified from time to time by the relevant authorities charged with their administration, which could affect the way we conduct our business.

Portfolio Purchasing and Recovery

MCM (United States)

In the United States, the defaulted consumer receivable portfolios we purchase are primarily charged-off credit card debt portfolios. A small percentage of our capital deployment in the United States comprises of receivable portfolios subject to Chapter 13 and Chapter 7 bankruptcy proceedings.

We purchase receivables based on robust, account-level valuation methods and employ proprietary statistical and behavioral models across our domestic business. These methods and models allow us to value portfolios accurately (and limit the risk of overpaying), avoid buying portfolios that are incompatible with our methods or strategies and align the accounts we purchase with our business channels to maximize future collections. As a result, we have been able to realize significant returns from the receivables we acquire. We maintain strong relationships with many of the largest financial service providers in the United States.

Cabot (Europe)

In Europe, our purchased under-performing debt portfolios primarily consist of paying and non-paying consumer loan accounts. We also purchase certain secured mortgage portfolios and portfolios that are in insolvency status, in particular, individual voluntary arrangements.

We purchase paying and non-paying receivable portfolios using a proprietary pricing model that utilizes account-level statistical and behavioral data. This model allows us to value portfolios accurately and quantify portfolio performance in order to maximize future collections. As a result, we have been able to realize significant returns from the assets we have acquired. We maintain strong relationships with many of the largest financial services providers in the United Kingdom and continue to expand in the United Kingdom and the rest of Europe with our acquisitions of portfolios and other credit management services providers.

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Purchases and Collections

Portfolio Pricing, Supply and Demand

MCM (United States)

Issuers have continued to sell predominantly fresh portfolios. Fresh portfolios are portfolios that are generally sold within six months of the consumer’s account being charged-off by the financial institution. Pricing in the second quarter remained favorable. Issuers continued to sell their volume in mostly forward flow arrangements that are often committed early in the calendar year. We are closely monitoring the impacts of the COVID-19 pandemic on pricing and supply.

We believe that smaller competitors continue to face difficulties in the portfolio purchasing market because of the high cost to operate due to regulatory pressure and because issuers are being more selective with buyers in the marketplace. We believe this favors larger participants, such as Encore, because the larger market participants are better able to adapt to these pressures and commit to larger forward flow agreements.

Cabot (Europe)

The U.K. market for charged-off portfolios has generally provided a relatively consistent pipeline of opportunities over the past few years, despite an ongoing historic low level of charge-off rates, as creditors have embedded debt sales as an integral part of their business models and consumer indebtedness has continued to grow since the financial crisis.

The Spanish debt market continues to be one of the largest in Europe with a significant amount of debt to be sold and serviced. In particular, we anticipate strong debt purchasing and servicing opportunities in the secured and small and medium enterprise asset classes given the backlog of non-performing debt that has accumulated in these sectors. Additionally, financial institutions continue to experience both market and regulatory pressure to dispose of non-performing loans, which should further increase debt purchasing opportunities in Spain.

Across all of our European markets, we are closely monitoring the impacts of the COVID-19 pandemic on pricing and supply of portfolios to purchase. Due to the COVID-19 pandemic, banks have decreased portfolio sales to address customers’ needs. As a result, we expect a lower level of supply available for purchase in the near-term.

Purchased Receivables by Geographic Location

The following table summarizes the geographic locations of receivable portfolios we purchased during the periods presented (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
MCM (United States)	$	124,823	$	179,877	$	310,075	$	354,104
Cabot (Europe)	23,116		57,206		51,977		140,846
Other geographies	—		5,614		—		10,082
Total purchases	$	147,939	$	242,697	$	362,052	$	505,032

During the three months ended June 30, 2020, we invested $147.9 million to acquire receivable portfolios, with face values aggregating $1.3 billion, for an average purchase price of 11.3% of face value. The amount invested in receivable portfolios decreased $94.8 million, or 39.1%, compared with the $242.7 million invested during the three months ended June 30, 2019, to acquire receivable portfolios with face values aggregating $2.3 billion, for an average purchase price of 10.5% of face value.

During the six months ended June 30, 2020, we invested $362.1 million to acquire receivable portfolios, with face values aggregating $3.0 billion, for an average purchase price of 12.0% of face value. The amount invested in receivable portfolios decreased $143.0 million, or 28.3%, compared with the $505.0 million invested during the six months ended June 30, 2019, to acquire receivable portfolios with face values aggregating $4.0 billion, for an average purchase price of 12.5% of face value.

In the United States, capital deployment decreased during the three and six months ended June 30, 2020 as compared to the corresponding periods in the prior year. The majority of our deployments in the U.S. are in forward flow agreements, and the timing, contract duration, and volumes for each contract can fluctuate leading to variation when comparing to prior periods. A portion of the decrease in capital deployment in the U.S. for the three months ended June 30, 2020 resulted from our cautious approach to purchasing at the beginning of the quarter when the potential impacts of the COVID-19 pandemic were relatively unknown.

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In Europe, capital deployment decreased during the three and six months ended June 30, 2020 as compared to the corresponding periods in the prior year. The decreases were primarily the result of a relatively limited supply of portfolios during the three and six months ended June 30, 2020 and a heightened return expectation as a result of greater uncertainty relating to the future impact of the COVID-19 pandemic.

The average purchase price, as a percentage of face value, varies from period to period depending on, among other factors, the quality of the accounts purchased and the length of time from charge-off to the time we purchase the portfolios.

Collections from Purchased Receivables by Channel and Geographic Location

We utilize three channels for the collection of our purchased receivables: call center and digital collections; legal collections; and collection agencies. The call center and digital collections channel consists of collections that result from our call centers, direct mail program and online collections. The legal collections channel consists of collections that result from our internal legal channel or from our network of retained law firms. The collection agencies channel consists of collections from third-party collection agencies that we utilize when we believe they can liquidate better or less expensively than we can or to supplement capacity in our internal call centers. The collection agencies channel also includes collections on accounts purchased where we maintain the collection agency servicing until the accounts can be placed in our internal collection channels. The following table summarizes the total collections from receivable portfolios by collection channel and geographic area (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
MCM (United States):
Call center and digital collections	$	248,853	$	184,380	$	463,091	$	369,635
Legal collections	133,597		145,991		291,623		287,027
Collection agencies	3,602		2,920		6,067		6,223
Subtotal	386,052		333,291		760,781		662,885
Cabot (Europe):
Call center and digital collections	53,235		65,675		117,024		128,340
Legal collections	32,036		49,351		74,936		100,009
Collection agencies	31,100		43,233		68,514		90,710
Subtotal	116,371		158,259		260,474		319,059
Other geographies:
Call center and digital collections	—		10,037		—		20,237
Legal collections	—		1,267		—		2,797
Collection agencies	5,792		12,027		14,239		23,756
Subtotal	5,792		23,331		14,239		46,790
Total collections from purchased receivables	$	508,215	$	514,881	$	1,035,494	$	1,028,734

Gross collections from purchased receivables decreased by $6.7 million, or 1.3%, to $508.2 million during the three months ended June 30, 2020, from $514.9 million during the three months ended June 30, 2019. Gross collections from purchased receivables increased slightly by $6.8 million, or 0.7%, to $1,035.5 million during the six months ended June 30, 2020, from $1,028.7 million during the six months ended June 30, 2019.

Gross collections from receivable portfolios in the United States increased significantly in both periods presented. The increases were primarily due to the acquisition of portfolios with higher returns in recent periods, the increase in our collection capacity, and our continued effort in improving liquidation. Our consumer centric collection approach and our capacity buildup are driving a higher proportion of call center and digital collections compared to legal collections in the United States.

The decreases in collections from purchased receivables in Europe were primarily due to the impacts of the COVID-19 pandemic, and the unfavorable impact of foreign currency translation, which was primarily the result of the strengthening of the U.S. dollar against the British Pound.

The decreases in collections from purchased receivables in other geographies were primarily due to the sale of our wholly-owned subsidiary Baycorp in August 2019.

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The COVID-19 pandemic and the resulting containment measures, including impacts to the legal collections process, negatively affected legal collections beginning in late March 2020 and could continue to affect legal collections and related costs depending on the duration and severity of the COVID-19 pandemic and the resulting containment measures. We are closely monitoring the impacts of the COVID-19 pandemic on collections and cost-to-collect.

Results of Operations

Results of operations, in dollars and as a percentage of total revenues, adjusted by net allowances, were as follows (in thousands, except percentages):


	Three Months Ended June 30,
	2020						2019
Revenues
Revenue from receivable portfolios	$	335,287	78.7	%	$	312,495	90.1	%
Changes in expected current and future recoveries	66,007		15.5	%	—		—	%
Servicing revenue	23,950		5.6	%	32,316		9.3	%
Other revenues	789		0.2	%	—		—	%
Total revenues	426,033		100.0	%	344,811		99.4	%
Allowance reversals on receivable portfolios, net					2,063		0.6	%
Total revenues, adjusted by net allowances					346,874		100.0	%
Operating expenses
Salaries and employee benefits	90,867		21.3	%	96,227		27.8	%
Cost of legal collections	37,356		8.8	%	51,448		14.8	%
Other operating expenses	28,275		6.6	%	29,546		8.5	%
Collection agency commissions	10,683		2.5	%	13,560		3.9	%
General and administrative expenses	28,618		6.7	%	32,620		9.4	%
Depreciation and amortization	10,542		2.5	%	9,741		2.8	%

Total operating expenses	206,341		48.4	%	233,142		67.2	%
Income from operations	219,692		51.6	%	113,732		32.8	%
Other expense
Interest expense	(50,327)		(11.8)	%	(63,913)		(18.4)	%
Other expense	(3,011)		(0.7)	%	(1,244)		(0.4)	%
Total other expense	(53,338)		(12.5)	%	(65,157)		(18.8)	%
Income before income taxes	166,354		39.1	%	48,575		14.0	%
Provision for income taxes	(35,570)		(8.3)	%	(11,753)		(3.4)	%
Net income	130,784		30.8	%	36,822		10.6	%
Net income attributable to noncontrolling interest	(452)		(0.1)	%	(161)		0.0	%
Net income attributable to Encore Capital Group, Inc. stockholders	$	130,332	30.7	%	$	36,661	10.6	%

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	Six Months Ended June 30,
	2020						2019
Revenues
Revenue from receivable portfolios	$	692,652	96.9	%	$	623,653	89.9	%
Changes in expected current and future recoveries	(32,654)		(4.6)	%	—		—	%
Servicing revenue	52,630		7.4	%	66,339		9.5	%
Other revenues	2,486		0.3	%	529		0.1	%
Total revenues	715,114		100.0	%	690,521		99.5	%
Allowance reversals on receivable portfolios, net					3,430		0.5	%
Total revenues, adjusted by net allowances					693,951		100.0	%
Operating expenses
Salaries and employee benefits	183,965		25.7	%	188,061		27.1	%
Cost of legal collections	103,635		14.5	%	100,475		14.5	%
Other operating expenses	55,439		7.8	%	59,160		8.5	%
Collection agency commissions	23,859		3.3	%	29,562		4.3	%
General and administrative expenses	60,495		8.5	%	72,167		10.4	%
Depreciation and amortization	20,827		2.9	%	19,736		2.8	%

Total operating expenses	448,220		62.7	%	469,161		67.6	%
Income from operations	266,894		37.3	%	224,790		32.4	%
Other expense
Interest expense	(104,989)		(14.7)	%	(118,880)		(17.1)	%
Other expense	(1,572)		(0.2)	%	(4,220)		(0.6)	%
Total other expense	(106,561)		(14.9)	%	(123,100)		(17.7)	%
Income before income taxes	160,333		22.4	%	101,690		14.7	%
Provision for income taxes	(40,128)		(5.6)	%	(15,426)		(2.2)	%
Net income	120,205		16.8	%	86,264		12.5	%
Net income attributable to noncontrolling interest	(327)		0.0	%	(349)		(0.1)	%
Net income attributable to Encore Capital Group, Inc. stockholders	$	119,878	16.8	%	$	85,915	12.4	%

Results of Operations—Cabot Credit Management Limited

The following table summarizes the operating results contributed by CCM (which does not consolidate the results of its European affiliate Grove Europe S.á r.l.) during the periods presented (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Total revenues	$	130,518	$	126,993	$	210,482	$	256,005
Total operating expenses	(60,029)		(67,908)		(135,268)		(138,407)
Income from operations	70,489		59,085		75,214		117,598
Interest expense	(26,587)		(37,817)		(57,082)		(66,772)
Other income	2,214		436		3,914		134
Income before income taxes	46,116		21,704		22,046		50,960
Provision for income taxes	(7,937)		(3,401)		(5,843)		(8,832)
Net income	38,179		18,303		16,203		42,128
Net income attributable to noncontrolling interest	(452)		(161)		(327)		(349)
Net income attributable to Encore Capital Group, Inc. stockholders	$	37,727	$	18,142	$	15,876	$	41,779

Table of Contents

Comparison of Results of Operations

Revenues

Our revenues primarily include revenue recognized from engaging in debt purchasing and recovery activities. Effective January 1, 2020, we adopted the CECL accounting standard. Under CECL, we apply our charge-off policy and fully write-off the amortized costs (i.e., face value net of noncredit discount) of the individual receivables we acquire immediately after purchasing the portfolio. We then record a negative allowance that represents the present value of all expected future recoveries for pools of receivables that share similar risk characteristics using a discounted cash flow approach, which is presented as “Investment in receivable portfolios, net” in our consolidated statements of financial condition. The discount rate is an effective interest rate (or “purchase EIR”) established based on the purchase price of the portfolio and the expected future cash flows at the time of purchase. Revenue generated by such activities primarily includes two components: (1) the accretion of the discount on the negative allowance due to the passage of time, which is included in “Revenue from receivable portfolios” and (2) changes in expected cash flows, which includes (a) the current period variances between actual cash collected and expected cash recoveries and (b) the present value change of expected future recoveries, and is presented in our consolidated statements of operations as “Changes to expected current and future recoveries.”

Certain pools already fully recovered their cost basis and became zero basis portfolios (“ZBA”) prior to our adoption of CECL. We did not establish a negative allowance for these pools as we elected the Transition Resource Group for Credit Losses’ practical expedient to retain the integrity of these legacy pools. Similar to how we treated ZBA collections prior to the adoption of CECL, all subsequent collections to the ZBA pools are recognized as ZBA revenue, which is included in revenue from receivable portfolios in our consolidated statements of operations.

Servicing revenue consists primarily of fee-based income earned on accounts collected on behalf of others, primarily credit originators. We earn fee-based income by providing debt servicing (such as early stage collections, BPO, contingent collections, trace services and litigation activities) to credit originators for non-performing loans.

Other revenues primarily include revenues recognized from the sale of real estate assets that are acquired as a result of our investments in non-performing secured residential mortgage portfolios in Europe and LAAP. Other revenues also include gains recognized on transfers of financial assets.

Under the previous accounting standard for purchased credit deteriorated assets, we incurred allowance charges when actual cash flows from our receivable portfolios underperform compared to our expectations or when there was a change in the timing of cash flows. We also recorded allowance reversals on pool groups that have historic allowance reserves when actual cash flows from these receivable portfolios outperform our expectations.

We have not adjusted prior period comparative information and will continue to disclose prior period financial information in accordance with the previous accounting guidance. The following table summarizes revenues for the periods presented (in thousands):


	Three Months Ended June 30,
	2020		2019		$ Change		% Change
Revenue recognized from portfolio basis	$	321,693	$	285,562	$	36,131	12.7	%
ZBA revenue	13,594		26,933		(13,339)		(49.5)	%
Revenue from receivable portfolios	335,287		312,495		22,792		7.3	%

Changes in expected current period recoveries	108,572
Changes in expected future period recoveries	(42,565)
Changes in expected current and future recoveries	66,007

Servicing revenue	23,950		32,316		(8,366)		(25.9)	%
Other revenues	789		—		789		100.0	%
Total revenues	$	426,033	$	344,811	$	81,222	23.6	%
Allowance reversals on receivable portfolios, net⁽¹⁾			2,063
Total revenues, adjusted by net allowances			$	346,874

________________________

(1)Amount includes $2.3 million of allowance reversals for zero-basis portfolios.


	Six Months Ended June 30,
	2020		2019		$ Change		% Change
Revenue recognized from portfolio basis	$	662,508	$	570,817	$	91,691	16.1	%
ZBA revenue	30,144		52,836		(22,692)		(42.9)	%
Revenue from receivable portfolios	692,652		623,653		68,999		11.1	%

Changes in expected current period recoveries	118,887
Changes in expected future period recoveries	(151,541)
Changes in expected current and future recoveries	(32,654)

Servicing revenue	52,630		66,339		(13,709)		(20.7)	%
Other revenues	2,486		529		1,957		369.9	%
Total revenues	$	715,114	$	690,521	$	24,593	3.6	%
Allowance reversals on receivable portfolios, net⁽¹⁾			3,430
Total revenues, adjusted by net allowances			$	693,951

________________________

(1)Amount includes $4.6 million of allowance reversals for zero-basis portfolios.

Our operating results are impacted by foreign currency translation, which represents the effect of translating operating results where the functional currency is different than our U.S. dollar reporting currency. The strengthening of the U.S. dollar relative to other foreign currencies has an unfavorable impact on our international revenues, and the weakening of the U.S. dollar relative to other foreign currencies has a favorable impact on our international revenues. Our revenues were unfavorably impacted by foreign currency translation, primarily by the strengthening of the U.S. dollar against the British Pound by 3.6% during the three months ended June 30, 2020 compared to the three months ended June 30, 2019, and by 2.7% for the six months ended June 30, 2020 compared to the six months ended June 30, 2019.

The increases in revenue recognized from portfolio basis during the three and six months ended June 30, 2020 as compared to the three and six months ended June 30, 2019 were primarily due to higher expected total future cash flows resulting from a change in the expected economic life of static pool groups based on a lifetime expected recovery model upon the adoption of CECL which led to increased EIR, and increased expected total future cash flows resulting from a change in our accounting policy for court costs. Under our new accounting policy, all future expected cash flows, including the expected total recoveries in our legal channel, are included in the initial curve in the establishment of negative allowance, which in turn, increased the EIR.

As discussed above, ZBA revenue represents collections from our legacy ZBA pools. We expect our ZBA revenue to continue to decline as we collect on these legacy pools. Since our forecast period is on a rolling 15 year basis after the adoption of CECL, we do not expect to have new ZBA pools in the future.

Under CECL, changes to expected current period recoveries represent over and under-performance in the reporting period. Collections during the three and six months ended June 30, 2020 significantly outperformed the projected cash flows. We believe the collection over-performance was largely driven by the reduced near-term expected recoveries as a result of adjustments made to our projected cash flow forecast last quarter associated with the COVID-19 pandemic. The over-performance was also a result of our sustained improvements in portfolio collections driven by liquidation improvement initiatives.

During the three months ended March 31, 2020, we reassessed our future forecasts of expected recoveries of receivable portfolios based on our best estimate of the potential impacts arising from the COVID-19 pandemic and recorded a provision for credit loss adjustment of $109.0 million. Based on the best information available to us at that time, we estimated that certain near-term future recoveries in 2020 would be delayed but that the majority of the portion of delayed collections would be recovered in 2021 and most of the remainder of those expected collections would be recovered in subsequent periods. During the three months ended June 30, 2020, our collections performance was significantly stronger than expected, which resulted in an over-performance against the updated forecast by $108.6 million. While we now have additional information with respect to the impact on collections of the COVID-19 pandemic, the future outlook remains uncertain, and will continue to evolve depending on future developments, including the duration and spread of the pandemic and related actions taken by governments. When reassessing the future forecasts of expected lifetime recoveries in the second quarter, management considered historical and current collection performance, uncertainty in economic forecasts in the geographies in which we operate, and believes that most of the over-performance during the three months ended June 30, 2020 was a pull-forward of future expected recoveries rather than increased lifetime recoveries. As a result, the current period over-performance reduced estimated remaining collections (“ERC”), which in turn, when discounted to present value, resulted in a provision for credit loss adjustment of approximately $42.6 million during the three months ended June 30, 2020. The circumstances around this pandemic are evolving rapidly and will continue to impact our business and our estimation of expected recoveries in future periods. We will continue to closely monitor the COVID-19 situation and update our assumptions accordingly.

The following tables summarize collections from purchased receivables, revenue from receivable portfolios, end of period receivable balance and other related supplemental data, by year of purchase (in thousands, except percentages):


	Three Months Ended June 30, 2020										As of June 30, 2020
	Collections		Revenue from Receivable Portfolios		Changes in Expected Current and Future Recoveries		Investment in Receivable Portfolios		Monthly EIR
United States:
ZBA	$	12,783	$	12,793	$	—	$	—	—	%
2011	6,219		5,258		986		2,037		88.6	%
2012	6,637		5,960		622		4,734		42.0	%
2013	16,139		13,980		2,280		11,673		40.5	%
2014	11,836		8,879		413		42,223		6.7	%
2015	18,192		8,294		2,315		66,266		3.8	%
2016	32,383		14,859		4,928		121,260		3.8	%
2017	53,067		27,126		8,826		160,945		5.2	%
2018	80,548		40,622		8,554		330,994		3.8	%
2019	102,208		68,373		8,973		576,090		3.8	%
2020	46,040		23,621		18,825		295,844		3.7	%
Subtotal	386,052		229,765		56,722		1,612,066		4.3	%
Europe:
ZBA	42		42		—		—		—	%
2013	19,950		20,484		(682)		214,729		3.2	%
2014	18,197		16,611		2,604		186,825		3.0	%
2015	11,683		10,204		3,036		144,087		2.4	%
2016	10,511		10,089		2,164		125,458		2.8	%
2017	19,002		14,484		(222)		255,956		1.9	%
2018	17,453		14,193		(325)		303,117		1.6	%
2019	16,489		13,156		1,051		237,120		1.8	%
2020	3,044		2,611		1,325		51,822		2.3	%
Subtotal	116,371		101,874		8,951		1,519,114		2.3	%
Other geographies:
ZBA	762		759		—		—		—	%
2014⁽¹⁾	1,349		318		48		46,925		102.6	%
2015⁽¹⁾	948		489		144		3,429		96.7	%
2016	446		398		40		1,801		7.2	%
2017⁽¹⁾	1,214		943		39		11,489		6.2	%
2018	1,034		707		64		6,168		3.7	%
2019	39		34		(1)		249		4.6	%
2020	—		—		—		—		—	%
Subtotal	5,792		3,648		334		70,061		7.3	%
Total	$	508,215	$	335,287	$	66,007	$	3,201,241	3.4	%

________________________

(1)Portfolio balance includes non-accrual pool groups. The EIR presented is only for pool groups that accrete portfolio revenue.


	Three Months Ended June 30, 2019										As of June 30, 2019
	Collections		Revenue from Receivable Portfolios		Net Reversal (Portfolio Allowance)		Unamortized Balances		Monthly EIR
United States:
ZBA	$	26,263	$	23,947	$	2,318	$	—	—	%
2011	3,112		2,381		304		2,001		31.4	%
2012	7,144		5,530		—		7,378		21.7	%
2013	22,711		18,560		—		18,679		28.7	%
2014	18,544		10,522		440		58,168		5.5	%
2015	22,772		9,001		—		95,565		2.9	%
2016	42,248		18,770		—		184,492		3.1	%
2017	66,756		33,886		—		246,610		4.2	%
2018	89,079		51,810		—		489,514		3.4	%
2019	34,662		21,980		—		338,767		3.2	%
Subtotal	333,291		196,387		3,062		1,441,174		4.0	%
Europe:
ZBA	102		103		—		—		—	%
2013	28,361		22,370		—		234,929		3.1	%
2014	27,071		18,187		1		214,843		2.7	%
2015	17,905		10,544		73		166,609		2.0	%
2016	16,395		10,623		—		150,196		2.4	%
2017	30,252		16,579		—		315,346		1.7	%
2018	30,523		18,153		—		402,783		1.5	%
2019	7,650		5,245		—		136,094		1.7	%
Subtotal	158,259		101,804		74		1,620,800		2.1	%
Other geographies:
ZBA	2,883		2,883		—		—		—	%
2014	879		207		—		64,284		12.2	%
2015	5,324		3,659		—		16,527		9.3	%
2016	3,667		1,891		(1,073)		21,924		2.6	%
2017	4,413		2,438		—		27,122		3.9	%
2018	4,676		2,573		—		23,865		3.4	%
2019	1,489		653		—		8,872		3.3	%
Subtotal	23,331		14,304		(1,073)		162,594		4.1	%
Total	$	514,881	$	312,495	$	2,063	$	3,224,568	3.0	%


	Six Months Ended June 30, 2020										As of June 30, 2020
	Collections		Revenue from Receivable Portfolios		Changes in Expected Current and Future Recoveries		Investment in Receivable Portfolios		Monthly EIR
United States:
ZBA	$	28,057	$	28,067	$	—	$	—	—	%
2011	13,468		12,123		771		2,037		88.6	%
2012	15,132		13,624		142		4,734		42.0	%
2013	33,826		32,116		(1,704)		11,673		40.5	%
2014	26,427		18,968		(1,613)		42,223		6.7	%
2015	36,494		17,603		1,236		66,266		3.8	%
2016	65,760		31,644		2,516		121,260		3.8	%
2017	108,502		57,976		7,723		160,945		5.2	%
2018	169,966		87,560		(7,075)		330,994		3.8	%
2019	204,742		140,421		6,869		576,090		3.8	%
2020	58,407		31,796		13,815		295,844		3.7	%
Subtotal	760,781		471,898		22,680		1,612,066		4.3	%
Europe:
ZBA	100		100		—		—		—	%
2013	45,209		42,746		(6,988)		214,729		3.2	%
2014	41,468		34,498		(2,368)		186,825		3.0	%
2015	26,856		21,393		940		144,087		2.4	%
2016	23,613		21,348		(8,864)		125,458		2.8	%
2017	42,496		30,180		(9,914)		255,956		1.9	%
2018	40,111		29,855		(22,818)		303,117		1.6	%
2019	36,595		27,448		(6,582)		237,120		1.8	%
2020	4,026		4,011		1,574		51,822		2.3	%
Subtotal	260,474		211,579		(55,020)		1,519,114		2.3	%
Other geographies:
ZBA	1,980		1,977		—		—		—	%
2014⁽¹⁾	2,523		863		29		46,925		102.6	%
2015⁽¹⁾	2,505		1,430		220		3,429		96.7	%
2016	1,417		1,084		(209)		1,801		7.2	%
2017⁽¹⁾	3,089		2,083		(284)		11,489		6.2	%
2018	2,614		1,662		(56)		6,168		3.7	%
2019	111		76		(14)		249		4.6	%
2020	—		—		—		—		—	%
Subtotal	14,239		9,175		(314)		70,061		7.3	%
Total	$	1,035,494	$	692,652	$	(32,654)	$	3,201,241	3.4	%

________________________

(1)Portfolio balance includes non-accrual pool groups. The EIR presented is only for pool groups that accrete portfolio revenue.


	Six Months Ended June 30, 2019										As of June 30, 2019
	Collections		Revenue from Receivable Portfolios		Net Reversal (Portfolio Allowance)		Unamortized Balances		Monthly EIR
United States:
ZBA	$	51,794	$	47,217	$	4,585	$	—	—	%
2011	5,876		4,661		304		2,001		31.4	%
2012	14,480		11,626		273		7,378		21.7	%
2013	44,745		37,739		(52)		18,679		28.7	%
2014	38,211		21,344		1,530		58,168		5.5	%
2015	47,740		19,197		—		95,565		2.9	%
2016	89,702		39,423		(896)		184,492		3.1	%
2017	144,050		69,512		—		246,610		4.2	%
2018	183,360		104,484		—		489,514		3.4	%
2019	42,927		27,872		—		338,767		3.2	%
Subtotal	662,885		383,075		5,744		1,441,174		4.0	%
Europe:
ZBA	193		194		—		—		—	%
2013	58,471		45,667		—		234,929		3.1	%
2014	55,191		37,866		(174)		214,843		2.7	%
2015	37,414		21,691		(183)		166,609		2.0	%
2016	33,218		21,902		(29)		150,196		2.4	%
2017	62,554		33,945		—		315,346		1.7	%
2018	60,602		37,144		—		402,783		1.7	%
2019	11,416		8,238		—		136,094		1.5	%
Subtotal	319,059		206,647		(386)		1,620,800		2.1	%
Other geographies:
ZBA	5,425		5,425		—		—		—	%
2014	1,824		4,861		—		64,284		12.2	%
2015	10,734		8,077		—		16,527		9.3	%
2016	7,906		3,958		(1,061)		21,924		2.6	%
2017	9,170		5,365		—		27,122		3.9	%
2018	9,807		5,437		(867)		23,865		3.4	%
2019	1,924		808		—		8,872		3.3	%
Subtotal	46,790		33,931		(1,928)		162,594		4.1	%
Total	$	1,028,734	$	623,653	$	3,430	$	3,224,568	3.0	%

The decreases in servicing revenues during the three and six months ended June 30, 2020 as compared to the three and six months ended June 30, 2019 were primarily attributable to the sale of Baycorp in August 2019. Through Baycorp, we earned servicing revenues during the three and six months ended June 30, 2019. The decreases were also driven by the COVID-19 pandemic and the unfavorable impact of foreign currency translation, which was primarily the result of the strengthening of the U.S. dollar against the British Pound.

The increases in other revenues during the three and six months ended June 30, 2020 as compared to the three and six months ended June 30, 2019 were due to increased gains recognized upon sale of real estate assets that are acquired as a result of our investments in non-performing secured residential mortgage portfolios in Europe and LAAP.

Operating Expenses

The following table summarizes operating expenses for the periods presented (in thousands):

Table of Contents


	Three Months Ended June 30,
	2020		2019		$ Change		% Change
Salaries and employee benefits	$	90,867	$	96,227	$	(5,360)	(5.6)	%
Cost of legal collections	37,356		51,448		(14,092)		(27.4)	%
Other operating expenses	28,275		29,546		(1,271)		(4.3)	%
Collection agency commissions	10,683		13,560		(2,877)		(21.2)	%
General and administrative expenses	28,618		32,620		(4,002)		(12.3)	%
Depreciation and amortization	10,542		9,741		801		8.2	%
Total operating expenses	$	206,341	$	233,142	$	(26,801)	(11.5)	%


	Six Months Ended June 30,
	2020		2019		$ Change		% Change
Salaries and employee benefits	$	183,965	$	188,061	$	(4,096)	(2.2)	%
Cost of legal collections	103,635		100,475		3,160		3.1	%
Other operating expenses	55,439		59,160		(3,721)		(6.3)	%
Collection agency commissions	23,859		29,562		(5,703)		(19.3)	%
General and administrative expenses	60,495		72,167		(11,672)		(16.2)	%
Depreciation and amortization	20,827		19,736		1,091		5.5	%
Total operating expenses	$	448,220	$	469,161	$	(20,941)	(4.5)	%

Our operating results are impacted by foreign currency translation, which represents the effect of translating operating results where the functional currency is different than our U.S. dollar reporting currency. The strengthening of the U.S. dollar relative to other foreign currencies has a favorable impact on our international operating expenses, and the weakening of the U.S. dollar relative to other foreign currencies has an unfavorable impact on our international operating expenses. Our operating expenses were favorably impacted by foreign currency translation, primarily by the strengthening of the U.S. dollar against the British Pound by 3.6% for the three months ended June 30, 2020 compared to the three months ended June 30, 2019, and by 2.7% for the six months ended June 30, 2020 compared to the six months ended June 30, 2019.

Operating expenses are explained in more detail as follows:

Salaries and Employee Benefits

The decreases in salaries and employee benefits during the three and six months ended June 30, 2020 compared to the three and six months ended June 30, 2019 were primarily due to the following reasons:

•Decrease in headcount in other geographies as a result of the sale of Baycorp in August 2019;

•The favorable impact of foreign currency translation, primarily by the strengthening of the U.S. dollar against the British Pound;

•Partially offset by increased stock compensation due to adjustments to estimated vesting of certain performance-based awards.

Table of Contents

Cost of Legal Collections

Cost of legal collections primarily includes contingent fees paid to our external network of attorneys and the cost of litigation. We pursue legal collections using a network of attorneys that specialize in collection matters and through our internal legal channel. Under the agreements with our contracted attorneys, we advance certain out-of-pocket court costs. Effective January 1, 2020, we no longer capitalize upfront court costs and recognize a portion of court costs as expense based on a loss-rate methodology, but rather, we expense all court costs as incurred. Cost of legal collections does not include internal legal channel employee costs, which are included in salaries and employee benefits in our consolidated statements of operations.


	Three Months Ended June 30,
	2020		2019		$ Change		% Change
Court costs	$	16,347	$	24,335	$	(7,988)	(32.8)	%
Legal collection fees	21,009		27,113		(6,104)		(22.5)	%
Total cost of legal collections	$	37,356	$	51,448	$	(14,092)	(27.4)	%


	Six Months Ended June 30,
	2020		2019		$ Change		% Change
Court costs	$	57,702	$	44,814	$	12,888	28.8	%
Legal collection fees	45,933		55,661		(9,728)		(17.5)	%
Total cost of legal collections	$	103,635	$	100,475	$	3,160	3.1	%

The decrease in cost of legal collections during the three months ended June 30, 2020 compared to the three months ended June 30, 2019 was primarily due to the following reasons:

•Lower court costs as authorities implemented numerous measures to contain the outbreak of COVID-19 including court closures in certain jurisdictions;

•Reduced legal collection fees as a result of deceleration in the legal channel due to the COVID-19 pandemic;

•Partially offset by the increase in cost of legal collections due to the expensing of all court costs as incurred as discussed above.

The increase in cost of legal collections during the six months ended June 30, 2020 compared to the six months ended June 30, 2019 was primarily due to the following reasons:

•No longer capitalizing upfront court costs but rather expensing all court costs as incurred;

•Partially offset by lower court costs spending due to court closures in certain jurisdictions.

Other Operating Expenses

The decreases in other operating expenses during the three and six months ended June 30, 2020 compared to the three and six months ended June 30, 2019 were primarily due to the following reasons:

•Lower collection expenses primarily due to the sale of Baycorp in August 2019;

•The favorable impact of foreign currency translation, primarily by the strengthening of the U.S. dollar against the British Pound;

•Reduced expenditures for temporary services and direct collection expenses.

Collection Agency Commissions

Collection agency commissions are predominately in Europe and Latin America and vary from period to period depending on, among other things, the number of accounts placed with an agency versus accounts collected internally. Commissions, as a percentage of collections in this channel also vary from period to period depending on, among other things, the amount of time that has passed since the charge-off of the accounts placed with an agency, the asset class, and the geographic location of the receivables. Generally, freshly charged-off accounts have a lower commission rate than accounts that have been charged off for a longer period of time, and commission rates for purchased bankruptcy portfolios are lower than the commission rates for charged-off credit card accounts.

The decreases in collections agency commissions during the three and six months ended June 30, 2020 compared to the three and six months ended June 30, 2019 were primarily due to the following reasons:

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•The progressive decrement of portfolio collections in other geographies; and

•The favorable impact of foreign currency translation, primarily by the strengthening of the U.S. dollar against the British Pound.

General and Administrative Expenses

The decreases in general and administrative expense during the three and six months ended June 30, 2020 compared to the three and six months ended June 30, 2019 were primarily due to the following reasons:

•Reduced travel and facilities expenses, and consulting fees;

•Lower general and administrative expenses due to the sale of Baycorp in August 2019; and

•The favorable impact of foreign currency translation, primarily by the strengthening of the U.S. dollar against the British Pound.

Depreciation and Amortization

The increases in depreciation and amortization expense during the three and six months ended June 30, 2020 compared to the three and six months ended June 30, 2019 were primarily due to the following reasons:

•Increased depreciation expense primarily incurred at our U.S. facilities;

•Partially offset by the favorable impact of foreign currency translation, primarily by the strengthening of the U.S. dollar against the British Pound.

Interest Expense

The following table summarizes our interest expense (in thousands):


	Three Months Ended June 30,
	2020		2019		$ Change		% Change
Stated interest on debt obligations	$	44,127	$	48,566	$	(4,439)	(9.1)	%
Amortization of debt issuance costs	2,932		11,939		(9,007)		(75.4)	%
Amortization of debt discount	3,268		3,408		(140)		(4.1)	%
Total interest expense	$	50,327	$	63,913	$	(13,586)	(21.3)	%


	Six Months Ended June 30,
	2020		2019		$ Change		% Change
Stated interest on debt obligations	$	92,882	$	96,884	$	(4,002)	(4.1)	%
Amortization of debt issuance costs	5,710		15,265		(9,555)		(62.6)	%
Amortization of debt discount	6,397		6,731		(334)		(5.0)	%
Total interest expense	$	104,989	$	118,880	$	(13,891)	(11.7)	%

The decreases in interest expense during the three and six months ended June 30, 2020 compared to the three and six months ended June 30, 2019 were primarily due to the following reasons:

•$9.0 million of Euro-denominated bond refinancing fees incurred during the three and six months ended June 30, 2019;

•The favorable impact of foreign currency translation, primarily by the strengthening of the U.S. dollar against the British Pound;

•Lower balances on the Encore Term Loan Facility, Encore Senior Secured Notes, and Cabot Credit Facilities;

•Decrease in London Interbank Offered Rate (“LIBOR”) which resulted in decreased interest expense for the Encore Revolving Credit Facility; and

•Partially offset by the effect from higher balances on the Encore Revolving Credit Facility.

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Other Expense

Other income or expense consists primarily of foreign currency exchange gains or losses, interest income, and gains or losses recognized on certain transactions outside of our normal course of business. Other expense was $3.0 million during the three months ended June 30, 2020 and $1.2 million during the three months ended June 30, 2019. Other expense was $1.6 million during the six months ended June 30, 2020 and $4.2 million during the six months ended June 30, 2019.

Other expense recognized during the three and six months ended June 30, 2020 primarily included a loss of $4.8 million as a result of the divestiture of our investment in Brazil. This loss was partially offset by other income from fair value changes for currency exchange forward contracts which were not designated as hedge instruments for accounting purposes. Other expense recognized during the three and six months ended June 30, 2019 was primarily due to foreign currency exchange losses.

Provision for Income Taxes

We recorded income tax expense of $35.6 million and $11.8 million during the three months ended June 30, 2020 and 2019, respectively, and income tax expense of $40.1 million and $15.4 million during the six months ended June 30, 2020 and 2019, respectively.

The effective tax rates for the respective periods are shown below:


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Federal provision	21.0	%	21.0	%	21.0	%	21.0	%
State provision	2.5	%	3.6	%	3.2	%	3.0	%
Foreign income taxed at different rates	(0.4)	%	(3.8)	%	(0.3)	%	(2.3)	%
Change in valuation allowance⁽¹⁾	(0.2)	%	2.6	%	2.3	%	2.2	%
Tax benefit from divestiture of foreign investment	(1.8)	%	—	%	(1.9)	%	—	%
Change in tax accounting method	—	%	—	%	—	%	(8.9)	%
Other	0.3	%	0.8	%	0.7	%	0.2	%
Effective tax rate	21.4	%	24.2	%	25.0	%	15.2	%

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(1)Attributable to losses incurred at certain foreign subsidiaries with cumulative operating losses for tax purposes.

We utilized the discrete effective tax rate method (“discrete method”) for recording income taxes for the three and six months ended June 30, 2020. We believe the use of the discrete method is more appropriate than the application of the estimated annual effective tax rate (“AETR”) method due to uncertainty in estimating annual pre-tax earnings primarily due to the ongoing COVID-19 pandemic. We will re-evaluate the use of the discrete method each quarter until it is deemed appropriate to return to the AETR method.

Our income tax expense includes deferred income taxes arising from temporary differences between the financial reporting and tax bases of assets and liabilities, and net operating losses. We regularly evaluate the realizability of our deferred income tax assets and assess the need for a valuation allowance, including considerations of whether it is more likely than not that the deferred income tax assets will be realized. The assessment of realizability requires significant judgement and our projections of future taxable income required to fully realize the recorded amount of deferred tax assets reflect numerous assumptions about our operating business and investments, and are subject to change as conditions change specific to our operating business, investments or general economic conditions. Adverse changes in certain jurisdictions could result in the need to record or increase the valuation allowance, resulting in a charge against earnings in the respective period.

Our subsidiary in Costa Rica is operating under a 100% tax holiday through December 31, 2026. The impact of the tax holiday in Costa Rica for the three and six months ended June 30, 2020 and 2019, was immaterial.

We had gross unrecognized tax benefits, inclusive of penalties and interest, of $8.2 million as of June 30, 2020. These unrecognized tax benefits, if recognized, would result in a net tax benefit of $7.6 million as of June 30, 2020. There was no material change in gross unrecognized tax benefits from December 31, 2019.

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We have not provided for applicable income or withholding taxes on the undistributed earnings for certain of its subsidiaries operating outside of the United States. Undistributed net income of these subsidiaries as of June 30, 2020 was approximately $153.1 million. Such undistributed earnings are considered permanently reinvested. We do not provide for deferred taxes on translation adjustments on unremitted earnings under the indefinite reversal exemption. Determination of the amount of unrecognized deferred tax liability related to these earnings is not practical due to the complexities of a hypothetical calculation. Subsidiaries operating outside of the United States for which we do not consider under the indefinite reversal exemption have no material undistributed earnings or outside basis differences and therefore no U.S. taxes have been provided.

The UK Finance Act 2020 received Royal Assent in the United Kingdom on July 22, 2020, changing the corporate income tax rate from the previously enacted 17% to 19% effective on April 1, 2020. This change in tax rate is not expected to have a material impact to our financial results.

Non-GAAP Disclosure

In addition to the financial information prepared in conformity with Generally Accepted Accounting Principles (“GAAP”), we provide historical non-GAAP financial information. Management believes that the presentation of such non-GAAP financial information is meaningful and useful in understanding the activities and business metrics of our operations. Management believes that these non-GAAP financial measures reflect an additional way of viewing aspects of our business that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business.

Management believes that the presentation of these measures provides investors with greater transparency and facilitates comparison of operating results across a broad spectrum of companies with varying capital structures, compensation strategies, derivative instruments, and amortization methods, which provide a more complete understanding of our financial performance, competitive position, and prospects for the future. Readers should consider the information in addition to, but not instead of, our financial statements prepared in accordance with GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of these measures for comparative purposes.

Adjusted Earnings Per Share. Management uses non-GAAP adjusted net income and adjusted earnings per share attributable to Encore to assess operating performance and to highlight trends in our business that may not otherwise be apparent when relying on financial measures calculated in accordance with GAAP. Adjusted net income attributable to Encore excludes non-cash interest and issuance cost amortization relating to our convertible notes and exchangeable notes, acquisition, integration and restructuring related expenses, amortization of certain acquired intangible assets and other charges or gains that are not indicative of ongoing operations.

The following table provides a reconciliation between net income and diluted earnings per share attributable to Encore calculated in accordance with GAAP, to adjusted net income and adjusted earnings per share attributable to Encore, respectively (in thousands, except per share data):


	Three Months Ended June 30,
	2020						2019
	$		Per Diluted Share		$		Per Diluted Share
GAAP net income attributable to Encore, as reported	$	130,332	$	4.13	$	36,661	$	1.17
Adjustments:
Convertible notes and exchangeable notes non-cash interest and issuance cost amortization	4,048		0.13		4,038		0.13
Acquisition, integration and restructuring related expenses⁽¹⁾	4,776		0.15		1,318		0.04
Amortization of certain acquired intangible assets⁽²⁾	1,791		0.06		1,837		0.06
Net gain on fair value adjustments to contingent consideration⁽³⁾	—		—		(2,199)		(0.07)
Income tax effect of above non-GAAP adjustments and certain discrete tax items⁽⁴⁾	(4,097)		(0.13)		(1,388)		(0.05)
Adjusted net income attributable to Encore	$	136,850	$	4.34	$	40,267	$	1.28

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(1)Amount represents acquisition, integration and restructuring related expenses. We adjust for this amount because we believe these expenses are not indicative of ongoing operations; therefore, adjusting for these expenses enhances comparability to prior periods, anticipated future periods, and our competitors’ results.

(2)We have acquired intangible assets, such as trade names and customer relationships, as a result of our acquisition of debt solution service providers. These intangible assets are valued at the time of the acquisition and amortized over their estimated lives. We believe that amortization of acquisition-related intangible assets, especially the amortization of an acquired company’s trade names and customer relationships, is the result of pre-acquisition activities. In addition, the amortization of these acquired intangibles is a non-cash static expense that is not affected by operations during any reporting period. As a result, the amortization of certain acquired intangible assets is excluded from our adjusted income attributable to Encore and adjusted earnings per share.

(3)Amount represents the net gain recognized as a result of fair value adjustments to contingent considerations that were established for our acquisitions of debt solution service providers in Europe. We have adjusted for this amount because we do not believe this is indicative of ongoing operations. Refer to the Contingent Consideration section of “Note 3: Fair Value Measurements” in the notes to our consolidated financial statements for further details.

(4)Amount represents the total income tax effect of the adjustments, which is generally calculated based on the applicable marginal tax rate of the jurisdiction in which the portion of the adjustment occurred. Additionally, we adjust for certain discrete tax items that are not indicative of our ongoing operations.


	Six Months Ended June 30,
	2020								2019
	$		Per Diluted Share		$		Per Diluted Share
GAAP net income attributable to Encore, as reported	$	119,878	$	3.79	$	85,915	$	2.74
Adjustments:
Convertible notes and exchangeable notes non-cash interest and issuance cost amortization	8,025		0.25		8,040		0.26
Acquisition, integration and restructuring related expenses⁽¹⁾	4,963		0.16		2,526		0.08
Amortization of certain acquired intangible assets⁽²⁾	3,434		0.11		3,714		0.12
Net gain on fair value adjustments to contingent consideration⁽³⁾	—		—		(2,199)		(0.07)
Income tax effect of above non-GAAP adjustments and certain discrete tax items⁽⁴⁾	(5,347)		(0.17)		(2,771)		(0.10)
Change in tax accounting method⁽⁵⁾	—		—		(9,070)		(0.29)
Adjusted net income attributable to Encore	$	130,953	$	4.14	$	86,155	$	2.74

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(5)Amount represents the benefit from the tax accounting method change related to revenue reporting. We adjust for certain discrete tax items that are not indicative of our ongoing operations.

Adjusted EBITDA. Management utilizes adjusted EBITDA (defined as net income before discontinued operations, interest income and expense, taxes, depreciation and amortization, stock-based compensation expenses, acquisition, integration and restructuring related expenses, and other charges or gains that are not indicative of ongoing operations), in the evaluation of our operating performance. Adjusted EBITDA for the periods presented is as follows (in thousands):


	Three Months Ended June 30,									Six Months Ended June 30,
			2020			2019			2020			2019
GAAP net income, as reported	$	130,784		$	36,822		$	120,205		$	86,264
Adjustments:
Interest expense	50,327			63,913			104,989			118,880
Interest income	(559)			(1,238)			(1,559)			(2,260)
Provision for income taxes	35,570			11,753			40,128			15,426
Depreciation and amortization	10,542			9,741			20,827			19,736
Stock-based compensation expense	4,778			3,581			9,305			5,407
Net gain on fair value adjustments to contingent consideration⁽¹⁾	—			(2,199)			—			(2,199)
Acquisition, integration and restructuring related expenses⁽²⁾	4,776			1,318			4,963			2,526
Adjusted EBITDA	$	236,218		$	123,691		$	298,858		$	243,780
Collections applied to principal balance⁽³⁾	$	106,921		$	200,323		$	375,496		$	401,651

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(1)Amount represents the gain recognized as a result of fair value adjustments to contingent considerations that were established for our acquisitions of debt solution service providers in Europe. We have adjusted for this amount because we do not believe this is indicative of ongoing operations. Refer to the Contingent Consideration section of “Note 3: Fair Value Measurements” in the notes to our consolidated financial statements for further details.

(2)Amount represents acquisition, integration and restructuring related expenses. We adjust for this amount because we believe these expenses are not indicative of ongoing operations; therefore, adjusting for these expenses enhances comparability to prior periods, anticipated future periods, and our competitors’ results.

(3)For periods subsequent to January 1, 2020 amount represents (a) gross collections from receivable portfolios less the sum of (b) revenue from receivable portfolios and (c) changes in expected recoveries. For periods prior to January 1, 2020, amount represents (a) gross collections from receivable portfolios less the sum of (b) revenue from receivable portfolios and (c) allowance charges or allowance reversals on receivable portfolios.

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


	Three Months Ended June 30,									Six Months Ended June 30,
			2020			2019			2020			2019
GAAP total operating expenses, as reported	$	206,341		$	233,142		$	448,220		$	469,161
Adjustments:
Operating expenses related to non-portfolio purchasing and recovery business⁽¹⁾	(42,386)			(42,232)			(83,875)			(88,314)
Stock-based compensation expense	(4,778)			(3,581)			(9,305)			(5,407)
Gain on fair value adjustments to contingent consideration⁽²⁾	—			2,199			—			2,199
Acquisition, integration and restructuring related expenses⁽³⁾	32			(1,318)			(155)			(2,526)
Adjusted operating expenses related to portfolio purchasing and recovery business	$	159,209		$	188,210		$	354,885		$	375,113

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(1)Operating expenses related to non-portfolio purchasing and recovery business include operating expenses from other operating segments that primarily engage in fee-based business, as well as corporate overhead not related to our portfolio purchasing and recovery business.

(2)Amount represents the gain recognized as a result of fair value adjustments to contingent considerations that were established for our acquisitions of debt solution service providers in Europe. We have adjusted for this amount because we do not believe this is indicative of ongoing operations. Refer to the Contingent Consideration section of “Note 3: Fair Value Measurements” in the notes to our consolidated financial statements for further details.

(3)Amount represents acquisition, integration and restructuring related expenses. We adjust for this amount because we believe these expenses are not indicative of ongoing operations; therefore, adjusting for these expenses enhances comparability to prior periods, anticipated future periods, and our competitors’ results.

Cost per Dollar Collected

We utilize adjusted operating expenses in order to facilitate a comparison of approximate costs to cash collections from purchased receivables for our portfolio purchasing and recovery business. The following table summarizes our cost per dollar collected (defined as adjusted operating expenses as a percentage of collections from purchased receivables) by geographic location during the periods presented:


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
United States	32.0	%	39.2	%	35.7	%	39.4	%
Europe	27.7	%	28.8	%	28.9	%	28.2	%
Other geographies	59.7	%	51.2	%	55.5	%	51.2	%
Overall cost per dollar collected	31.3	%	36.6	%	34.3	%	36.5	%

As discussed in the “Accounting Policy Update” section in “Note 1: Ownership, Description of Business, and Summary of Significant Accounting Policies” of the notes to the consolidated financial statements, effective January 1, 2020, we expense all court costs as incurred and no longer capitalize such costs as Deferred Court Costs based on a loss-rate methodology. This accounting policy change increased the cost-to-collect metric as compared to prior periods because the court costs expense recognized in prior periods only represented costs we did not expect to recover. The accounting policy change has no impact on the amount of court cost payments incurred.

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Despite the increase in expense due to the accounting policy change discussed above, cost-to-collect decreased during the periods presented, due to a combination of (1) continued improvement in operational efficiencies in the collection process and (2) a large reduction in legal channel spending due to court closures in certain jurisdictions as a result of the COVID-19 pandemic and (3) collection mix shifting towards non-legal collection, which has a lower cost-to-collect. Collections from other geographies continue to decline as we continue to focus on the U.S. and European markets. Cost-to-collect in LAAP is expected to stay at an elevated level and will continue to fluctuate over time.

Over time, we expect our cost-to-collect to remain competitive, but also to fluctuate from quarter to quarter based on seasonality, product mix, acquisitions, foreign exchange rates, the cost of new operating initiatives, and the changing regulatory and legislative environment.

Supplemental Performance Data

The tables included in this supplemental performance data section include detail for purchases, collections and ERC by year of purchase.

Our collection expectations are based on account characteristics and economic variables. Additional adjustments are made to account for qualitative factors that may affect the payment behavior of our consumers and servicing related adjustments to ensure our collection expectations are aligned with our operations. We continue to refine our process of forecasting collections both domestically and internationally with a focus on operational enhancements. Our collection expectations vary between types of portfolio and geographic location. For example, in the U.K., due to the higher concentration of payment plans, as compared to the U.S. and other locations in Europe, we expect to receive streams of collections over longer periods of time. As a result, past performance of pools in certain geographic locations or of certain types of portfolio are not necessarily a suitable indicator of future results in other locations or for other types of portfolio.

The supplemental performance data presented in this section is impacted by foreign currency translation, which represents the effect of translating financial results where the functional currency of our foreign subsidiary is different than our U.S. dollar reporting currency. For example, the strengthening of the U.S. dollar relative to other foreign currencies has an unfavorable reporting impact on our international purchases, collections, and ERC, and the weakening of the U.S. dollar relative to other foreign currencies has a favorable impact on our international purchases, collections, and ERC.

We utilize proprietary forecasting models to continuously evaluate the economic life of each pool.

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Cumulative Collections from Purchased Receivables to Purchase Price Multiple

The following table summarizes our receivable purchases and related gross collections by year of purchase (in thousands, except multiples):


Year of Purchase	Purchase Price⁽¹⁾		Cumulative Collections through June 30, 2020
							<2011		2011		2012		2013		2014		2015		2016		2017		2018		2019		2020	Total⁽²⁾	Multiple⁽³⁾
United States:
<2011	$	1,760,993	$	3,222,155	$	637,415	$	458,336	$	328,076	$	236,557	$	180,622	$	129,676	$	99,169	$	80,397	$	65,855	$	27,872	$	5,466,130	3.1
2011	383,797		—		123,596		301,949		226,521		155,180		112,906		77,257		56,287		41,148		33,445		13,591		1,141,880		3.0
2012	548,812		—		—		187,721		350,134		259,252		176,914		113,067		74,507		48,832		37,327		15,163		1,262,917		2.3
2013	551,909		—		—		—		230,051		397,646		298,068		203,386		147,503		107,399		84,665		33,857		1,502,575		2.7
2014	517,720		—		—		—		—		144,178		307,814		216,357		142,147		94,929		69,059		26,427		1,000,911		1.9
2015	499,318		—		—		—		—		—		105,610		231,102		186,391		125,673		85,042		36,494		770,312		1.5
2016	553,459		—		—		—		—		—		—		110,875		283,035		234,690		159,279		65,760		853,639		1.5
2017	528,526		—		—		—		—		—		—		—		111,902		315,853		255,048		108,502		791,305		1.5
2018	631,100		—		—		—		—		—		—		—		—		175,042		351,696		169,966		696,704		1.1
2019	677,933		—		—		—		—		—		—		—		—		—		174,693		204,742		379,435		0.6
2020	308,640		—		—		—		—		—		—		—		—		—		—		58,407		58,407		0.2
Subtotal	6,962,207		3,222,155		761,011		948,006		1,134,782		1,192,813		1,181,934		1,081,720		1,100,941		1,223,963		1,316,109		760,781		13,924,215		2.0
Europe:
2013	619,079		—		—		—		134,259		249,307		212,129		165,610		146,993		132,663		113,228		45,266		1,199,455		1.9
2014	623,129		—		—		—		—		135,549		198,127		156,665		137,806		129,033		105,337		41,468		903,985		1.5
2015	419,941		—		—		—		—		—		65,870		127,084		103,823		88,065		72,277		26,886		484,005		1.2
2016	258,218		—		—		—		—		—		—		44,641		97,587		83,107		63,198		23,626		312,159		1.2
2017	461,571		—		—		—		—		—		—		—		68,111		152,926		118,794		42,496		382,327		0.8
2018	433,302		—		—		—		—		—		—		—		—		49,383		118,266		40,111		207,760		0.5
2019	273,354		—		—		—		—		—		—		—		—		—		44,118		36,595		80,713		0.3
2020	51,976		—		—		—		—		—		—		—		—		—		—		4,026		4,026		0.1
Subtotal	3,140,570		—		—		—		134,259		384,856		476,126		494,000		554,320		635,177		635,218		260,474		3,574,430		1.1
Other geographies:
2012	6,721		—		—		—		3,848		2,561		1,208		542		551		422		390		129		9,651		1.4
2013	29,568		—		—		—		6,617		17,615		10,334		4,606		3,339		2,468		1,573		479		47,031		1.6
2014	86,989		—		—		—		—		9,652		16,062		18,403		9,813		7,991		6,472		2,764		71,157		0.8
2015	83,198		—		—		—		—		—		15,061		57,064		43,499		32,622		17,499		2,505		168,250		2.0
2016	64,450		—		—		—		—		—		—		29,269		39,710		28,992		16,078		2,548		116,597		1.8
2017	49,670		—		—		—		—		—		—		—		15,471		23,075		15,383		3,089		57,018		1.1
2018	26,371		—		—		—		—		—		—		—		—		12,910		15,008		2,614		30,532		1.2
2019	2,668		—		—		—		—		—		—		—		—		—		3,198		111		3,309		1.2
2020	—		—		—		—		—		—		—		—		—		—		—		—		—		—
Subtotal	349,635		—		—		—		10,465		29,828		42,665		109,884		112,383		108,480		75,601		14,239		503,545		1.4
Total	$	10,452,412	$	3,222,155	$	761,011	$	948,006	$	1,279,506	$	1,607,497	$	1,700,725	$	1,685,604	$	1,767,644	$	1,967,620	$	2,026,928	$	1,035,494	$	18,002,190	1.7

________________________

(1)Adjusted for Put-Backs and Recalls. Put-Backs (“Put-Backs”) and recalls (“Recalls”) represent ineligible accounts that are returned by us or recalled by the seller pursuant to specific guidelines as set forth in the respective purchase agreement.

(2)Cumulative collections from inception through June 30, 2020, excluding collections on behalf of others.

(3)Cumulative Collections Multiple (“Multiple”) through June 30, 2020 refers to collections as a multiple of purchase price.

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Total Estimated Collections from Purchased Receivables to Purchase Price Multiple

The following table summarizes our purchases, resulting historical gross collections, and estimated remaining gross collections from purchased receivables, by year of purchase (in thousands, except multiples):


	Purchase Price⁽¹⁾		Historical Collections⁽²⁾		Estimated Remaining Collections		Total Estimated Gross Collections		Total Estimated Gross Collections to Purchase Price
United States:
<2011	$	1,760,993	$	5,466,130	$	136,727	$	5,602,857	3.2
2011	383,797		1,141,880		67,530		1,209,410		3.2
2012	548,812		1,262,917		76,765		1,339,682		2.4
2013⁽³⁾	551,909		1,502,575		211,777		1,714,352		3.1
2014⁽³⁾	517,720		1,000,911		138,287		1,139,198		2.2
2015	499,318		770,312		147,952		918,264		1.8
2016	553,459		853,639		272,843		1,126,482		2.0
2017	528,526		791,305		424,388		1,215,693		2.3
2018	631,100		696,704		699,385		1,396,089		2.2
2019	677,933		379,435		1,225,516		1,604,951		2.4
2020	308,640		58,407		689,851		748,258		2.4
Subtotal	6,962,207		13,924,215		4,091,021		18,015,236		2.6
Europe:
2013⁽³⁾	619,079		1,199,455		859,064		2,058,519		3.3
2014⁽³⁾	623,129		903,985		647,093		1,551,078		2.5
2015⁽³⁾	419,941		484,005		414,943		898,948		2.1
2016	258,218		312,159		331,622		643,781		2.5
2017	461,571		382,327		568,662		950,989		2.1
2018	433,302		207,760		620,338		828,098		1.9
2019	273,354		80,713		521,199		601,912		2.2
2020	51,976		4,026		125,964		129,990		2.5
Subtotal	3,140,570		3,574,430		4,088,885		7,663,315		2.4
Other geographies:
2012	6,721		9,651		309		9,960		1.5
2013	29,568		47,031		1,539		48,570		1.6
2014	86,989		71,157		50,491		121,648		1.4
2015	83,198		168,250		17,807		186,057		2.2
2016	64,450		116,597		8,206		124,803		1.9
2017	49,670		57,018		30,976		87,994		1.8
2018	26,371		30,532		12,296		42,828		1.6
2019	2,668		3,309		515		3,824		1.4
2020	—		—		—		—		—
Subtotal	349,635		503,545		122,139		625,684		1.8
Total	$	10,452,412	$	18,002,190	$	8,302,045	$	26,304,235	2.5

________________________

(1)Purchase price refers to the cash paid to a seller to acquire a portfolio less Put-backs, Recalls, and other adjustments. Put-Backs and Recalls represent ineligible accounts that are returned by us or recalled by the seller pursuant to specific guidelines as set forth in the respective purchase agreement.

(2)Cumulative collections from inception through June 30, 2020, excluding collections on behalf of others.

(3)Includes portfolios acquired in connection with certain business combinations.

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Estimated Remaining Gross Collections by Year of Purchase

The following table summarizes our estimated remaining gross collections from purchased receivable portfolios and estimated future cash flows from real estate-owned assets by year of purchase (in thousands):


	Estimated Remaining Gross Collections by Year of Purchase⁽¹⁾
	2020⁽³⁾		2021		2022		2023		2024		2025		2026		2027		2028		>2028		Total⁽²⁾
United States:
<2011	$	21,270	$	39,383	$	25,204	$	17,496	$	12,114	$	8,246	$	5,561	$	3,684	$	2,272	$	1,497	$	136,727
2011	10,494		18,286		11,863		8,328		5,863		4,135		2,921		2,069		1,470		2,101		67,530
2012	11,709		21,201		13,334		9,328		6,562		4,625		3,266		2,311		1,640		2,789		76,765
2013⁽⁴⁾	27,765		56,540		37,572		26,544		18,802		13,336		9,462		6,715		4,768		10,273		211,777
2014⁽⁴⁾	20,724		38,885		24,046		16,545		11,387		8,030		5,681		4,024		2,853		6,112		138,287
2015	25,073		40,373		26,799		17,907		12,008		7,950		5,435		3,828		2,702		5,877		147,952
2016	46,293		76,902		46,432		31,704		22,074		15,335		10,474		7,342		5,163		11,124		272,843
2017	72,704		119,204		76,679		48,814		33,024		22,841		15,787		10,960		7,724		16,651		424,388
2018	123,089		208,035		130,638		83,883		52,785		34,722		22,907		15,097		9,871		18,358		699,385
2019	208,324		384,594		207,586		129,623		88,517		61,172		43,469		31,721		23,032		47,478		1,225,516
2020	78,923		182,968		160,937		90,058		55,489		37,568		25,411		17,992		12,930		27,575		689,851
Subtotal	646,368		1,186,371		761,090		480,230		318,625		217,960		150,374		105,743		74,425		149,835		4,091,021
Europe:
2013⁽⁴⁾	45,229		93,809		88,740		83,497		76,633		69,150		61,994		55,516		50,826		233,670		859,064
2014⁽⁴⁾	38,719		78,597		72,434		66,492		58,996		52,425		44,306		39,112		35,060		160,952		647,093
2015⁽⁴⁾	25,706		52,020		46,861		42,322		37,626		33,705		29,145		25,021		22,438		100,099		414,943
2016	20,641		57,803		51,703		36,936		31,373		26,140		21,846		17,984		15,143		52,053		331,622
2017	38,821		86,199		77,984		64,934		54,474		45,113		37,482		32,398		26,415		104,842		568,662
2018	39,104		93,018		79,889		68,659		59,330		50,974		43,843		37,421		31,003		117,097		620,338
2019	35,870		79,678		71,010		60,570		50,263		41,274		34,125		29,136		24,957		94,316		521,199
2020	6,155		19,893		19,315		15,621		12,872		10,448		8,700		6,889		5,726		20,345		125,964
Subtotal	250,245		561,017		507,936		439,031		381,567		329,229		281,441		243,477		211,568		883,374		4,088,885
Other geographies:
2012	79		148		82		—		—		—		—		—		—		—		309
2013	334		604		396		205		—		—		—		—		—		—		1,539
2014	3,174		9,417		7,533		6,748		5,685		4,267		2,507		1,427		1,299		8,434		50,491
2015	1,736		3,320		2,806		2,536		1,702		1,115		820		719		621		2,432		17,807
2016	1,906		3,313		1,831		628		259		172		97		—		—		—		8,206
2017	3,633		7,389		5,271		3,794		2,011		1,778		1,331		763		668		4,338		30,976
2018	2,180		3,853		2,558		1,772		876		470		307		201		79		—		12,296
2019	103		174		108		72		49		9		—		—		—		—		515
2020	—		—		—		—		—		—		—		—		—		—		—
Subtotal	13,145		28,218		20,585		15,755		10,582		7,811		5,062		3,110		2,667		15,204		122,139
Portfolio ERC	909,758		1,775,606		1,289,611		935,016		710,774		555,000		436,877		352,330		288,660		1,048,413		8,302,045
REO ERC⁽⁵⁾	12,325		32,838		18,128		8,275		6,620		1,533		65		—		—		—		79,784
Total ERC	$	922,083	$	1,808,444	$	1,307,739	$	943,291	$	717,394	$	556,533	$	436,942	$	352,330	$	288,660	$	1,048,413	$	8,381,829

________________________

(1)As of June 30, 2020, ERC for Zero Basis Portfolios include approximately $136.7 million for purchased consumer and bankruptcy receivables in the United States. ERC for Zero Basis Portfolios in Europe and other geographies was immaterial.

(2)Represents the expected remaining gross cash collections over a 180-month period. As of June 30, 2020, ERC for 84-month and 120-month periods were:

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	84-Month ERC		120-Month ERC
United States	$	3,818,465	$	4,012,375
Europe	2,876,901		3,472,945
Other geographies	102,826		110,630
Portfolio ERC	$	6,798,192	$	7,595,950
REO ERC	$	79,784	$	79,784
Total ERC	$	6,877,976	$	7,675,734

(3)Amount for 2020 consists of six months data from July 1, 2020 to December 31, 2020.

(4)Includes portfolios acquired in connection with certain business combinations.

(5)Real estate-owned assets ERC includes approximately $77.8 million and $2.0 million of estimated future cash flows for Europe and Other Geographies, respectively.

Estimated Future Collections Applied to Principal

As of June 30, 2020, we had $3.2 billion in investment in receivable portfolios. The estimated future collections applied to the investment in receivable portfolios net balance is as follows (in thousands):


Years Ending December 31,	United States		Europe		Other Geographies		Total
2020⁽¹⁾	$	213,151	$	45,340	$	6,266	$	264,757
2021	503,325		181,588		16,051		700,964
2022	323,691		177,631		13,138		514,460
2023	189,744		153,392		8,368		351,504
2024	119,816		134,777		6,018		260,611
2025	80,203		116,596		4,699		201,498
2026	54,114		98,558		2,791		155,463
2027	38,151		85,497		1,585		125,233
2028	27,300		75,280		1,367		103,947
2029	19,178		67,113		1,299		87,590
2030	13,606		62,906		1,299		77,811
2031	9,831		62,278		1,299		73,408
2032	7,343		63,709		1,299		72,351
2033	5,898		68,709		1,299		75,906
2034	5,343		76,771		1,299		83,413
2035	1,372		48,969		1,984		52,325
Total	$	1,612,066	$	1,519,114	$	70,061	$	3,201,241

________________________

(1)Amount for 2020 consists of six months data from July 1, 2020 to December 31, 2020.

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Purchases by Quarter

The following table summarizes the receivable portfolios we purchased by quarter, and the respective purchase prices and fair value (in thousands):


Quarter	# of Accounts	Face Value		Purchase Price
Q1 2018	973	$	1,799,804	$	276,762
Q2 2018	1,031	2,870,456		359,580
Q3 2018	706	1,559,241		248,691
Q4 2018	766	2,272,113		246,865
Q1 2019	854	1,732,977		262,335
Q2 2019	778	2,307,711		242,697
Q3 2019	1,255	5,313,092		259,910
Q4 2019	803	2,241,628		234,916
Q1 2020	943	1,703,022		214,113
Q2 2020	754	1,305,875		147,939

Liquidity and Capital Resources

Liquidity

The following table summarizes our cash flow activities for the periods presented (in thousands):


	Six Months Ended June 30,
	2020		2019
	(Unaudited)
Net cash provided by operating activities	$	209,715	$	108,820
Net cash used in investing activities	(11,013)		(115,688)
Net cash (used in) provided by financing activities	(87,568)		27,578

Operating Cash Flows

Cash flows from operating activities represent the cash receipts and disbursements related to all of our activities other than investing and financing activities. Operating cash flows are derived by adjusting net income for non-cash operating items such as depreciation and amortization, changes in expected recoveries, allowance charges and stock-based compensation charges, and changes in operating assets and liabilities which reflect timing differences between the receipt and payment of cash associated with transactions and when they are recognized in results of operations.

Net cash provided by operating activities increased $100.9 million for the six months ended June 30, 2020 as compared to the prior period, mainly driven by significant increase in net income, changes in expected recoveries compared to the prior year net allowance reversals, and the change in prepaid income tax and income taxes payable.

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Investing Cash Flows

Cash used in investing activities is primarily affected by receivable portfolio purchases offset by collection proceeds applied to the principal of our receivable portfolios.

Net cash used in investing activities decreased $104.7 million for the six months ended June 30, 2020 as compared to the prior period, mainly driven by reduced purchasing volume. Receivable portfolio purchases, net of put-backs, were $350.7 million and $499.9 million during the six months ended June 30, 2020 and 2019, respectively. Collection proceeds applied to the principal of our receivable portfolios, net, were $342.8 million and $405.1 million during the six months ended June 30, 2020 and 2019, respectively.

Financing Cash Flows

Net cash used in financing activities was $87.6 million during the six months ended June 30, 2020, and net cash provided by financing activities was $27.6 million during the six months ended June 30, 2019. Financing cash flows are generally affected by borrowings under our credit facilities and proceeds from various debt offerings, offset by repayments of amounts outstanding under our credit facilities and repayments of various notes. Borrowings under our credit facilities were $279.1 million and $322.9 million during the six months ended June 30, 2020 and 2019, respectively. Repayments of amounts outstanding under our credit facilities were $315.6 million and $276.2 million during the six months ended June 30, 2020 and 2019, respectively. Repayment of senior secured notes was $32.5 million and $460.5 million during the six months ended June 30, 2020 and 2019, respectively. The repayment of senior secured notes during the six months ended June 30, 2019 was made using approximately $460.5 million of proceeds received from the issuance of Cabot’s senior secured notes due 2024.

Capital Resources

Historically, we have met our cash requirements by utilizing our cash flows from operations, cash collections from our investment in receivable portfolios, bank borrowings, debt offerings, and equity offerings. Depending on the capital markets, we consider additional financings to fund our operations and acquisitions. We continue to explore possible synergies with respect to Cabot, including in connection with potential debt financing options. From time to time, we may repurchase outstanding debt or equity and/or restructure or refinance debt obligations. Our primary cash requirements have included the purchase of receivable portfolios, entity acquisitions, operating expenses, the payment of interest and principal on borrowings, and the payment of income taxes.

Currently, all of our portfolio purchases are funded with cash from operations, cash collections from our investment in receivable portfolios, and our bank borrowings. On July 9, 2020, we amended our revolving credit facility and term loan facility (together, the “Senior Secured Credit Facilities”), which increased the total commitments of the revolving credit facility to $1,127.4 million, increased the term loan facility to $188.8 million, and extended the maturity date for portions of the Senior Secured Facilities from December 2021 to July 2023.

Additionally, we paid-off $89.4 million of convertible senior notes that matured on July 1, 2020 using cash on hand.

We are in material compliance with all covenants under our financing arrangements. See “Note 8: Borrowings” to our consolidated financial statements for a further discussion of our debt.

Our cash and cash equivalents as of June 30, 2020 consisted of $167.6 million held by U.S.-based entities and $126.2 million held by foreign entities. Most of our cash and cash equivalents held by foreign entities is indefinitely reinvested and may be subject to material tax effects if repatriated. However, we believe that our U.S. sources of cash and liquidity are sufficient to meet our business needs in the United States.

Included in cash and cash equivalents is cash that was collected on behalf of, and remains payable to, third-party clients. The balance of cash held for clients was $21.1 million as of June 30, 2020.

Cash from operations could also be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic, including timing of cash collections from our consumers, and other risks detailed in Risk Factors. However, we believe that we have sufficient liquidity to fund our operations for at least the next twelve months, given our expectation of continued positive cash flows from operations, cash collections from our investment in receivable portfolios, our cash and cash equivalents, our access to capital markets, and availability under our credit facilities. Our future cash needs will depend on our acquisitions of portfolios and businesses.

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Item 3 – Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Rates. As of June 30, 2020, there had not been a material change in any of the foreign currency risk information disclosed in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

Interest Rates. As of June 30, 2020, there had not been a material change in the interest rate risk information disclosed in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

Item 4 – Controls and Procedures

Attached as exhibits to this Form 10-Q are the certifications required by Rule 13a-14 of the Securities Exchange Act of 1934, as amended. This section includes information concerning the controls and controls evaluation referred to in the certifications.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”) and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and accordingly, management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on their most recent evaluation, as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act are effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

Except as noted below there were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On January 1, 2020, we adopted the new accounting standard for Financial Instruments - Credit Losses (“CECL”). As a result, we implemented changes to policies, processes, systems, and controls over estimating the allowance for credit losses.

We have not experienced any material impact to our internal controls over financial reporting due to the COVID-19 pandemic even though many of our employees are working remotely. We are continually monitoring and assessing the impact of the COVID-19 pandemic on our internal controls to minimize the impact on their design and operating effectiveness.

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PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

Information with respect to this item may be found in “Note 11, Commitments and Contingencies,” to the consolidated financial statements.

Item 1A – Risk Factors

There is no material change in the information reported under “Part I-Item 1A-Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and “Part II-Item 1A-Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Item 6 – Exhibits


Number						Description
3.1.1						Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1/A filed on June 14, 1999, File No. 333-77483)

3.1.2						Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 4, 2002, File No. 000-26489)

3.1.3						Second Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.1.3 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2019)

3.3						Bylaws, as amended through February 8, 2011 (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K filed on February 14, 2011)

10.1+						Non-Employee Director Compensation Program Guidelines, effective June 17, 2020 (filed herewith)

31.1						Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2						Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1						Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

101.INS						XBRL Instance Document - The instance document does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document. (filed herewith)

101.SCH						XBRL Taxonomy Extension Schema Document (filed herewith)

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)

101.DEF						XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)

101.LAB						XBRL Taxonomy Extension Label Linkbase Document (filed herewith)

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101

+ Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ENCORE CAPITAL GROUP, INC.

By:

/s/ Jonathan C. Clark

Jonathan C. Clark

Executive Vice President,

Chief Financial Officer and Treasurer

Date: August 5, 2020

Encore Capital Group - 10-Q quarterly report FY2020 Q2

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