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Account
PRA Group
PRAA
#6596
Rank
$0.68 B
Marketcap
๐บ๐ธ
United States
Country
$17.50
Share price
1.51%
Change (1 day)
-15.13%
Change (1 year)
๐ณ Financial services
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PRA Group
Quarterly Reports (10-Q)
Financial Year FY2023 Q1
PRA Group - 10-Q quarterly report FY2023 Q1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
☒
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended
March 31, 2023
☐
Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________ to ________
Commission File Number:
000-50058
PRA Group, Inc
.
(Exact name of registrant as specified in its charter)
Delaware
75-3078675
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
120 Corporate Boulevard
Norfolk
,
Virginia
23502
(Address of principal executive offices)
(
888
)
772-7326
(Registrant's Telephone No., 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
PRAA
NASDAQ Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
þ
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
þ
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.
Large accelerated filer
þ
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
þ
The number of shares of the registrant's common stock outstanding as of May 1, 2023 w
as
39,169,763
.
Table of Contents
Part I. Financial Information
Item 1.
Financial Statements (Unaudited)
3
Consolidated Balance Sheets
3
Consolidated Income Statements
4
Consolidated Statements of Comprehensive
Income
5
Consolidated Statements of Changes in Equity
6
Consolidated Statements of Cash Flows
7
Notes to Consolidated Financial Statements
8
1. Organization and Business
8
2. Finance Receivables, net
9
3. Investments
11
4. Goodwill
12
5. Leases
12
6. Borrowings
14
7. Derivatives
18
8. Fair Value
19
9. Accumulated Other Comprehensive Loss
21
10. Earnings per Share
22
11. Income Taxes
23
12. Commitments and Contingencies
23
13. Recently Issued Accounting Standards
24
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
25
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
45
Item 4.
Controls and Procedures
46
Part II. Other Information
Item 1.
Legal Proceedings
47
Item 1A.
Risk Factors
47
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
47
Item 3.
Defaults Upon Senior Securities
47
Item 4.
Mine Safety Disclosures
47
Item 5.
Other Information
47
Item 6.
Exhibits
47
Signatures
49
2
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
PRA Group, Inc.
Consolidated Balance Sheets
March 31, 2023 and December 31, 2022
(Amounts in thousands)
(unaudited)
March 31,
2023
December 31,
2022
Assets
Cash and cash equivalents
$
116,471
$
83,376
Restricted cash and cash equivalents
359,208
1,382
Investments
77,877
79,948
Finance receivables, net
3,286,497
3,295,008
Income taxes receivable
41,398
31,774
Deferred tax assets, net
57,551
56,908
Right-of-use assets
53,187
54,506
Property and equipment, net
48,500
51,645
Goodwill
420,647
435,921
Other assets
82,293
85,206
Total assets
$
4,543,629
$
4,175,674
Liabilities and Equity
Liabilities:
Accounts payable
$
4,837
$
7,329
Accrued expenses
120,640
111,395
Income taxes payable
19,809
25,693
Deferred tax liabilities, net
29,324
42,918
Lease liabilities
57,939
59,384
Interest-bearing deposits
108,779
112,992
Borrowings
2,937,895
2,494,858
Other liabilities
39,697
34,355
Total liabilities
3,318,920
2,888,924
Equity:
Preferred stock, $
0.01
par value,
2,000
shares authorized,
no
shares issued and outstanding
—
—
Common stock, $
0.01
par value,
100,000
shares authorized,
39,170
shares issued and outstanding at March 31, 2023;
100,000
shares authorized,
38,980
shares issued and outstanding at December 31, 2022
392
390
Additional paid-in capital
285
2,172
Retained earnings
1,514,396
1,573,025
Accumulated other comprehensive loss
(
356,730
)
(
347,926
)
Total stockholders' equity - PRA Group, Inc.
1,158,343
1,227,661
Noncontrolling interest
66,366
59,089
Total equity
1,224,709
1,286,750
Total liabilities and equity
$
4,543,629
$
4,175,674
The accompanying notes are an integral part of these Consolidated Financial Statements.
3
PRA Group, Inc.
Consolidated Income Statements
For the Three Months Ended March 31, 2023 and 2022
(unaudited)
(Amounts in thousands, except per share amounts)
Three Months Ended March 31,
2023
2022
Revenues:
Portfolio income
$
188,242
$
207,532
Changes in expected recoveries
(
36,912
)
29,914
Total portfolio revenue
151,330
237,446
Other revenue
4,140
3,159
Total revenues
155,470
240,605
Operating expenses:
Compensation and employee services
82,403
71,096
Legal collection fees
8,838
10,873
Legal collection costs
23,945
16,557
Agency fees
17,378
17,388
Outside fees and services
24,944
19,378
Communication
10,527
12,583
Rent and occupancy
4,448
4,987
Depreciation and amortization
3,589
3,778
Other operating expenses
13,042
11,998
Total operating expenses
189,114
168,638
(Loss)/income from operations
(
33,644
)
71,967
Other income and (expense):
Interest expense, net
(
38,283
)
(
31,748
)
Foreign exchange loss, net
(
9
)
(
532
)
Other
(
650
)
(
490
)
(Loss)/income before income taxes
(
72,586
)
39,197
Income tax (benefit)/expense
(
18,683
)
4,579
Net (loss)/income
(
53,903
)
34,618
Adjustment for net income/(loss) attributable to noncontrolling interests
4,726
(
5,354
)
Net (loss)/income attributable to PRA Group, Inc.
$
(
58,629
)
$
39,972
Net (loss)/income per common share attributable to PRA Group, Inc.:
Basic
$
(
1.50
)
$
0.98
Diluted
$
(
1.50
)
$
0.97
Weighted average number of shares outstanding:
Basic
39,033
40,777
Diluted
39,033
41,304
The accompanying notes are an integral part of these Consolidated Financial Statements.
4
PRA Group, Inc.
Consolidated Statements of Comprehensive Income
For the Three Months Ended March 31, 2023 and 2022
(unaudited)
(Amounts in thousands)
Three Months Ended March 31,
2023
2022
Net (loss)/income
$
(
53,903
)
$
34,618
Other comprehensive (loss)/income, net of tax:
Currency translation adjustments
(
1,550
)
12,270
Cash flow hedges
(
4,831
)
18,580
Debt securities available-for-sale
128
(
160
)
Other comprehensive (loss)/income
(
6,253
)
30,690
Total comprehensive (loss)/income
(
60,156
)
65,308
Less comprehensive income attributable to noncontrolling interests
7,276
2,136
Comprehensive (loss)/income attributable to PRA Group, Inc.
$
(
67,432
)
$
63,172
The accompanying notes are an integral part of these Consolidated Financial Statements.
5
PRA Group, Inc.
Consolidated Statements of Changes in Equity
For the Three Months Ended March 31, 2023 and 2022
(unaudited)
(Amounts in thousands)
Common Stock
Additional Paid-In
Retained
Accumulated Other Comprehensive
Noncontrolling
Total
Shares
Amount
Capital
Earnings
(Loss)/ Income
Interest
Equity
Balance at December 31, 2022
38,980
$
390
$
2,172
$
1,573,025
$
(
347,926
)
$
59,089
$
1,286,750
Components of comprehensive income, net of tax:
Net loss
—
—
—
(
58,629
)
—
4,726
(
53,903
)
Currency translation adjustments
—
—
—
—
(
4,101
)
2,551
(
1,550
)
Cash flow hedges
—
—
—
—
(
4,831
)
—
(
4,831
)
Debt securities available-for-sale
—
—
—
—
128
—
128
Vesting of restricted stock
190
2
(
2
)
—
—
—
—
Share-based compensation expense
—
—
3,799
—
—
—
3,799
Employee stock relinquished for payment of taxes
—
—
(
5,684
)
—
—
—
(
5,684
)
Balance at March 31, 2023
39,170
392
285
1,514,396
(
356,730
)
66,366
1,224,709
Common Stock
Additional Paid-In
Retained
Accumulated Other Comprehensive
Noncontrolling
Total
Shares
Amount
Capital
Earnings
(Loss)/ Income
Interest
Equity
Balance at December 31, 2021
41,008
$
410
$
—
$
1,552,845
$
(
266,909
)
$
38,491
$
1,324,837
Components of comprehensive income, net of tax:
Net income
—
—
—
39,972
—
(
5,354
)
34,618
Currency translation adjustments
—
—
—
—
4,780
7,490
12,270
Cash flow hedges
—
—
—
—
18,580
—
18,580
Debt securities available-for-sale
—
—
—
—
(
160
)
—
(
160
)
Vesting of restricted stock
262
3
(
3
)
—
—
—
—
Repurchase and cancellation of common stock
(
860
)
(
9
)
4,527
(
43,972
)
—
—
(
39,454
)
Share-based compensation expense
—
—
3,891
—
—
—
3,891
Employee stock relinquished for payment of taxes
—
—
(
8,415
)
—
—
—
(
8,415
)
Balance at March 31, 2022
40,410
404
—
1,548,845
(
243,709
)
40,627
1,346,167
The accompanying notes are an integral part of these Consolidated Financial Statements.
6
PRA Group, Inc.
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2023 and 2022
(unaudited)
(Amounts in thousands)
Three Months Ended March 31,
2023
2022
Cash flows from operating activities:
Net (loss)/income
$
(
53,903
)
$
34,618
Adjustments to reconcile net income to net cash provided by operating activities:
Share-based compensation expense
3,799
3,891
Depreciation and amortization
3,589
3,778
Amortization of debt discount and issuance costs
2,441
2,627
Changes in expected recoveries
36,912
(
29,914
)
Deferred income taxes
(
12,400
)
7,203
Net unrealized foreign currency transactions
(
15,020
)
(
7,126
)
Fair value in earnings for equity securities
(
3
)
(
60
)
Other
(
59
)
(
253
)
Changes in operating assets and liabilities:
Other assets
(
5,197
)
738
Accounts payable
(
2,495
)
1,765
Income taxes payable, net
(
16,717
)
(
13,290
)
Accrued expenses
8,695
(
26,775
)
Other liabilities
2,976
(
87
)
Right of use asset/lease liability
(
139
)
141
Net cash used in operating activities
(
47,521
)
(
22,744
)
Cash flows from investing activities:
Purchases of property and equipment, net
(
405
)
(
3,744
)
Purchases of finance receivables
(
219,030
)
(
147,452
)
Recoveries applied to negative allowance
225,709
278,271
Purchases of investments
(
60,057
)
(
1,521
)
Proceeds from sales and maturities of investments
62,762
775
Net cash provided by investing activities
8,979
126,329
Cash flows from financing activities:
Proceeds from lines of credit
243,431
106,371
Principal payments on lines of credit
(
199,377
)
(
154,810
)
Proceeds from issuance of Senior Notes due 2028
400,000
—
Principal payments on long-term debt
(
2,500
)
(
2,500
)
Repurchases of common stock
—
(
48,702
)
Payments of origination cost and fees
(
5,114
)
(
614
)
Tax withholdings related to share-based payments
(
5,683
)
(
8,415
)
Net decrease in interest-bearing deposits
(
4,951
)
(
3,977
)
Net cash provided by/(used in) financing activities
425,806
(
112,647
)
Effect of exchange rate on cash
3,656
910
Net increase/(decrease) in cash and cash equivalents
390,920
(
8,152
)
Cash and cash equivalents, beginning of period
84,759
89,072
Cash and cash equivalents, end of period
$
475,679
$
80,920
Supplemental disclosure of cash flow information:
Cash paid for interest
$
25,081
$
27,196
Cash paid for income taxes
10,555
10,610
Cash, cash equivalents and restricted cash reconciliation:
Cash and cash equivalents per Consolidated Balance Sheets
$
116,471
$
79,089
Restricted cash and cash equivalents per Consolidated Balance Sheets
359,208
1,831
Total cash, cash equivalents and restricted cash and cash equivalents
$
475,679
$
80,920
The accompanying notes are an integral part of these Consolidated Financial Statements.
7
PRA Group, Inc.
Notes to Consolidated Financial Statements
1.
Organization and Business:
Nature of operations
: As used herein, the terms "PRA Group," the "Company," or similar terms refer to PRA Group, Inc. and its subsidiaries.
PRA Group, Inc., a Delaware corporation, is a global financial and business services company with operations in the Americas, Europe and Australia. The Company's primary business is the purchase, collection and management of portfolios of nonperforming loans. The Company also provides fee-based services on class action claims recoveries and by servicing consumer bankruptcy accounts in the United States ("U.S.").
Basis of presentation
: The Consolidated Financial Statements of the Company are prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). The accompanying interim financial statements have been prepared in accordance with the instructions for Quarterly Reports on Form 10-Q and, therefore, do not include all information and Notes to the Consolidated Financial Statements necessary for a complete presentation of financial position, results of operations, comprehensive income/(loss) and cash flows in conformity with GAAP. In the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the Company's Consolidated Balance Sheets as of March 31, 2023, its Consolidated Income Statements, Statements of Comprehensive Income, Consolidated Statements of Changes in Equity and Statements of Cash Flows for the three months ended March 31, 2023 and 2022 have been included. The Company's Consolidated Income Statements for the three months ended March 31, 2023 may not be indicative of future results.
These unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (the "2022 Form 10-K").
Reclassification of prior year presentation
: Certain prior year amounts have been reclassified for consistency with the current year presentation. Restricted cash and cash equivalents has been broken out of Other assets on the Consolidated Balance Sheets. Fee income is now included within Other revenue on the Consolidated Income Statements.
Consolidation
: The Consolidated Financial Statements include the accounts of PRA Group and other entities in which the Company has a controlling interest. All significant intercompany accounts and transactions have been eliminated.
Entities in which the Company has a controlling financial interest, through ownership of the majority of the entities’ voting equity interests, or through other contractual rights that give the Company control, consist of entities which purchase and collect on portfolios of nonperforming loans.
Investments in companies in which the Company has significant influence over operating and financing decisions, but does not own a majority of the voting equity interests, are accounted for in accordance with the equity method of accounting, which requires the Company to recognize its proportionate share of the entity’s net earnings. Income or loss from these investments is included in Other revenue.
The Company performs on-going reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with an entity cause the Company’s consolidation conclusion to change.
Restricted cash and cash equivalents
: Cash and cash equivalents that are subject to legal restrictions or are unavailable for general operating purposes are classified as restricted cash and cash equivalents on the Company's Consolidated Balance Sheets. The Company will use these funds to retire all or a portion of its $
345.0
million aggregate principal amount of Convertible Senior Notes due June 1, 2023 or to satisfy any other obligations with respect to such notes, and to pay redress to customers as required by the Company's settlement with the Consumer Financial Protection Bureau ("CFPB"). See
Note 12
for information on the CFPB settlement.
Segments
: The Company has determined that it has two operating segments that meet the aggregation criteria of Accounting Standards Codification ("ASC") 280, Segment Reporting ("ASC 280") and, therefore, it has
one
reportable segment, accounts receivable management. This conclusion is based on similarities among the operating units, including economic characteristics, the nature of the products and services, the nature of the production processes, the types or class of customer for their products and services, the methods used to distribute their products and services and the nature of the regulatory environment.
8
PRA Group, Inc.
Notes to Consolidated Financial Statements
Revenues and long-lived assets by geographical location:
Revenue
for the three months ended March 31, 2023 and 2022, and long-lived assets held at March 31, 2023 and 2022, both for the U.S., the Company's country of domicile, and outside of the U.S. (amounts in thousands):
As of and for the
As of and for the
Three Months Ended March 31, 2023
Three Months Ended March 31, 2022
Revenues
(2)
Long-Lived Assets
Revenues
(2)
Long-Lived Assets
United States
$
59,147
$
75,784
$
151,425
$
85,809
United Kingdom
33,309
11,988
43,954
6,851
Brazil
19,266
3
(
4,478
)
—
Other
(1)
43,748
13,912
49,704
16,834
Total
$
155,470
$
101,687
$
240,605
$
109,494
(1)
None of the countries included in "Other" comprise greater than 10% of the Company's consolidated revenues or long-lived assets.
(2) Based on the Company’s financial statement information used to produce the Company's general-purpose financial statements, it is impracticable to report further breakdowns of revenues from external customers by product or service.
Revenues are attributed to countries based on the location of the related operations. Long-lived assets consist of net property and equipment and right-of-use assets. The Company reports revenues earned from collection activities on nonperforming loans, fee-based services and investments. For additional information on the Company's investments, see
Note 3
.
2.
Finance Receivables, net:
Finance receivables, net consisted of the following at March 31, 2023 and December 31, 2022 (amounts in thousands):
March 31, 2023
December 31, 2022
Amortized cost
$
—
$
—
Negative allowance for expected recoveries
3,286,497
3,295,008
Balance at end of period
$
3,286,497
$
3,295,008
Changes in the negative allowance for expected recoveries by portfolio segment for the three months ended March 31, 2023 and 2022 were as follows (amounts in thousands):
Three Months Ended March 31, 2023
Core
Insolvency
Total
Balance at beginning of period
$
2,936,207
$
358,801
$
3,295,008
Initial negative allowance for expected recoveries - portfolio acquisitions
(1)
207,322
22,903
230,225
Foreign currency translation adjustment
19,835
4,050
23,885
Recoveries applied to negative allowance
(2)
(
186,386
)
(
39,323
)
(
225,709
)
Changes in expected recoveries
(3)
(
41,128
)
4,216
(
36,912
)
Balance at end of period
$
2,935,850
$
350,647
$
3,286,497
Three Months Ended March 31, 2022
Core
Insolvency
Total
Balance at beginning of period
$
2,989,932
$
438,353
$
3,428,285
Initial negative allowance for expected recoveries - portfolio acquisitions
(1)
129,404
18,048
147,452
Foreign currency translation adjustment
(
11,009
)
(
5,624
)
(
16,633
)
Recoveries applied to negative allowance
(2)
(
231,153
)
(
47,118
)
(
278,271
)
Changes in expected recoveries
(3)
25,147
4,767
29,914
Balance at end of period
$
2,902,321
$
408,426
$
3,310,747
(1) Initial negative allowance for expected recoveries - portfolio acquisitions
9
PRA Group, Inc.
Notes to Consolidated Financial Statements
Portfolio acquisitions for the three months ended March 31, 2023 and 2022 were as follows (amounts in thousands):
Three Months Ended March 31, 2023
Core
Insolvency
Total
Face value
$
1,507,965
$
104,809
$
1,612,774
Noncredit discount
(
150,511
)
(
8,042
)
(
158,553
)
Allowance for credit losses at acquisition
(
1,150,132
)
(
73,864
)
(
1,223,996
)
Purchase price
$
207,322
$
22,903
$
230,225
Three Months Ended March 31, 2022
Core
Insolvency
Total
Face value
$
948,057
$
97,083
$
1,045,140
Noncredit discount
(
91,600
)
(
5,852
)
(
97,452
)
Allowance for credit losses at acquisition
(
727,053
)
(
73,183
)
(
800,236
)
Purchase price
$
129,404
$
18,048
$
147,452
The initial negative allowance recorded on portfolio acquisitions for the three months ended March 31, 2023 and 2022 were as follows (amounts in thousands):
Three Months Ended March 31, 2023
Core
Insolvency
Total
Allowance for credit losses at acquisition
$
(
1,150,132
)
$
(
73,864
)
$
(
1,223,996
)
Writeoffs, net
1,150,132
73,864
1,223,996
Expected recoveries
207,322
22,903
230,225
Initial negative allowance for expected recoveries
$
207,322
$
22,903
$
230,225
Three Months Ended March 31, 2022
Core
Insolvency
Total
Allowance for credit losses at acquisition
$
(
727,053
)
$
(
73,183
)
$
(
800,236
)
Writeoffs, net
727,053
73,183
800,236
Expected recoveries
129,404
18,048
147,452
Initial negative allowance for expected recoveries
$
129,404
$
18,048
$
147,452
(2) Recoveries applied to negative allowance
Recoveries applied to the negative allowance for the three months ended March 31, 2023 and 2022 were as follows (amounts in thousands):
Three Months Ended March 31, 2023
Core
Insolvency
Total
Recoveries
(a)
$
364,236
$
49,715
$
413,951
Less - amounts reclassified to portfolio income
177,850
10,392
188,242
Recoveries applied to negative allowance
$
186,386
$
39,323
$
225,709
Three Months Ended March 31, 2022
Core
Insolvency
Total
Recoveries
(a)
$
425,508
$
60,295
$
485,803
Less - amounts reclassified to portfolio income
194,355
13,177
207,532
Recoveries applied to negative allowance
$
231,153
$
47,118
$
278,271
(a) Recoveries includes cash collections, buybacks and other cash-based adjustments.
(3) Changes in expected recoveries
10
PRA Group, Inc.
Notes to Consolidated Financial Statements
Changes in expected recoveries for the three months ended March 31, 2023 and 2022 were as follows (amounts in thousands):
Three Months Ended March 31, 2023
Core
Insolvency
Total
Changes in expected future recoveries
$
(
41,414
)
$
664
$
(
40,750
)
Recoveries received in excess of forecast
286
3,552
3,838
Changes in expected recoveries
$
(
41,128
)
$
4,216
$
(
36,912
)
Three Months Ended March 31, 2022
Core
Insolvency
Total
Changes in expected future recoveries
$
9,771
$
(
3,525
)
$
6,246
Recoveries received in excess of forecast
15,376
8,292
23,668
Changes in expected recoveries
$
25,147
$
4,767
$
29,914
In order to estimate future cash collections, the Company considered historical performance, current economic forecasts, short-term and long-term growth and consumer habits in the various geographies in which the Company operates. The Company considered recent collection activity in its determination to adjust assumptions related to estimated remaining collections ("ERC") for certain pools. Based on these considerations, the Company’s estimates incorporate changes in both amounts and in the timing of expected cash collections over the forecast period.
Changes in expected recoveries for the three months ended March 31, 2023 were a net negative $
36.9
million. This includes $
3.8
million in recoveries received in excess of forecast (cash collections overperformance) and a $
40.8
million negative adjustment to changes in expected future recoveries. Overperformance decreased by $
19.8
million as a result of reduced cash collections primarily in the U.S. due to a slower tax season. The changes in expected future recoveries reflect the Company's assessment of certain pools
resulting in a reduction of expected cash flows as a result of slowing collection performance in the U.S. call centers resulting from weak economic conditions.
Changes in expected recoveries for the three months ended March 31, 2022 were a net positive $
29.9
million. This reflects $
23.7
million in recoveries received in excess of forecast reflecting strong cash collections overperformance in Europe and a $
6.2
million adjustment to changes in expected future recoveries. The changes in expected future recoveries included the Company's continued assumption that the majority of the overperformance was due to acceleration in the timing of cash collections. The Company also made near-term adjustments to expected future collections in certain geographies bringing them in line with recent performance trends with corresponding adjustments made later in the forecast period. The change in expected recoveries included a $
20.5
million write down on one portfolio in Brazil.
3.
Investments:
Investments consisted of the following at March 31, 2023 and December 31, 2022 (amounts in thousands):
March 31, 2023
December 31, 2022
Debt securities
Available-for-sale
$
65,004
$
66,813
Equity securities
Private equity funds
4,003
4,373
Equity method investments
8,870
8,762
Total investments
$
77,877
$
79,948
Debt Securities
Available-for-sale
Government securities:
The Company's investments in government instruments, including bonds and treasury securities, are classified as available-for-sale and are stated at fair value. As of March 31, 2023, maturities for these securities ar
e $
61.0
million due within one year and $
4.0
million due
within one to five years.
11
PRA Group, Inc.
Notes to Consolidated Financial Statements
The amortized cost and estimated fair value of investments in debt securities at March 31, 2023 and December 31, 2022 were as follows (amounts in thousands):
March 31, 2023
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Aggregate Fair Value
Available-for-sale
Government securities
$
65,113
$
111
$
220
$
65,004
December 31, 2022
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Aggregate Fair Value
Available-for-sale
Government securities
$
67,049
$
1
$
237
$
66,813
Equity Securities
Private equity funds:
Investments in private equity funds represent limited partnerships in which the Company has less than a
1
% interest.
Equity Method Investments
The Company has an
11.7
% interest in RCB Investimentos S.A. ("RCB"), a servicing platform for nonperforming loans in Brazil. This investment is accounted for on the equity method because the Company exercises significant influence over RCB’s operating and financial activities. Accordingly, the Company’s investment in RCB is adjusted for the Company’s proportionate share of RCB’s earnings or losses, capital contributions made and distributions received.
4.
Goodwill:
The Company performs an annual review of goodwill as of October 1 of each year or more frequently if indicators of impairment exist. The Company performed its most recent annual review as of October 1, 2022 and concluded that no goodwill impairment was necessary. The Company performed its quarterly assessment by evaluating whether any triggering events had occurred as of March 31, 2023, which included considering current market conditions and concluded that no such event had occurred as of March 31, 2023.
The changes in goodwill for the three months ended March 31, 2023 and 2022, were as follows (amounts in thousands):
Three Months Ended March 31,
2023
2022
Balance at beginning of period
$
435,921
$
480,263
Change in foreign currency translation adjustment
(
15,274
)
3,117
Balance at end of period
$
420,647
$
483,380
5.
Leases:
The Company's operating lease portfolio primarily includes corporate offices and call centers. The majority of its leases have remaining lease terms of
one year
to
14
years, some of which include options to extend the leases for up to
five years
, and others include options to terminate the leases within
one year
. Exercises of lease renewal options are typically at the Company's sole discretion and are included in its right-of-use ("ROU") assets and lease liabilities based upon whether the Company is reasonably certain of exercising the renewal options. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments.
The components of lease expense for the three months ended March 31, 2023 and 2022, were as follows (amounts in thousands):
12
PRA Group, Inc.
Notes to Consolidated Financial Statements
Three Months Ended March 31,
2023
2022
Operating lease expense
$
2,911
$
3,232
Short-term lease expense
461
904
Sublease income
(
138
)
(
115
)
Total lease expense
$
3,234
$
4,021
Supplemental cash flow information and non-cash activity related to leases for the three months ended March 31, 2023 and 2022 were as follows (amounts in thousands):
Three Months Ended March 31,
2023
2022
Cash paid for amounts included in the measurement of operating lease liabilities
$
3,146
$
3,098
ROU assets obtained in exchange for operating lease obligations
1,078
1,106
Lease term and discount rate information related to operating leases were as follows:
Three Months Ended March 31,
2023
2022
Weighted-average remaining lease term (years)
7.8
8.4
Weighted-average discount rate
4.53
%
4.48
%
Maturities of lease liabilities at March 31, 2023 are as follows for the following periods (amounts in thousands):
Operating Leases
For the nine months ending December 31, 2023
$
7,977
For the year ending December 31, 2024
10,282
For the year ending December 31, 2025
10,040
For the year ending December 31, 2026
8,934
For the year ending December 31, 2027
6,131
Thereafter
25,875
Total lease payments
69,239
Less: imputed interest
11,300
Total present value of lease liabilities
$
57,939
13
PRA Group, Inc.
Notes to Consolidated Financial Statements
6.
Borrowings:
The Company's borrowings consisted of the following as of March 31, 2023 and December 31, 2022 (amounts in thousands):
March 31, 2023
December 31, 2022
Americas revolving credit
(1)
$
234,866
$
186,867
UK revolving credit
473,712
453,528
Europe revolving credit
401,438
419,856
Term loan
447,500
450,000
Senior Notes
1,050,000
650,000
Convertible Notes
345,000
345,000
2,952,516
2,505,251
Less: Debt discount and issuance costs
(
14,621
)
(
10,393
)
Total
$
2,937,895
$
2,494,858
(1) Includes the North American revolving credit facility and an unsecured credit agreement with Banco de Occidente (the "Colombian revolving credit facility"). As of March 31, 2023 and December 31, 2022, the outstanding balance under the Colombian revolving credit facility was approximately $
0.5
million and $
0.5
million, respectively
.
The following principal payments are due on the Company's borrowings as of March 31, 2023 for the 12-month periods ending March 31, (amounts in thousands):
2024
$
355,262
2025
10,196
2026
310,000
2027
1,125,620
2028
801,438
Thereafter
350,000
Total
$
2,952,516
The Company incurred a net loss from operations of $
33.6
million for the three months ended March 31, 2023. The Company requested and was granted a one-time prospective waiver by lenders under each of its credit facilities prior to the date the Company was required to report and certify compliance with the covenant requiring the Company to maintain positive consolidated income from operations. The effect of granting the waiver prior to certification date for such compliance resulted in the Company maintaining compliance with the applicable financial covenants of its credit facilities as of March 31, 2023.
North American Revolving Credit and Term Loan
The Company has a credit agreement with Bank of America, N.A., as administrative agent, Bank of America, National Association, acting through its Canada branch, as the Canadian Administrative Agent, and a syndicate of lenders named therein (the "North American Credit Agreement"). The total credit facility under the North American Credit Agreement includes an aggregate principal amount of $
1.5
billion (subject to compliance with a borrowing base and applicable debt covenants), which consists of (i) a fully-funded $
447.5
million term loan, (ii) a $
1.0
billion domestic revolving credit facility, and (iii) a $
75.0
million Canadian revolving credit facility. The facility includes an accordion feature for up to $
500.0
million in additional commitments (at the option of the lenders) and also provides for up to $
25.0
million of letters of credit and a $
25.0
million swingline loan sub-limit that would reduce amounts available for borrowing. The term and revolving loans accrue interest, at the option of the Company, at either the base rate, Canadian dollar offered rate, or the Eurodollar rate, for the applicable term plus
2.25
% per annum, or
2.00
% if the consolidated senior secured leverage ratio is less than or equal to
1.60
to 1.0. The revolving loans within the credit facility are subject to a
0
% floor. The revolving credit facilities also bear an unused line fee of
0.35
% per annum, or
0.30
% if the consolidated senior secured leverage ratio is less than or equal to
1.60
to 1.0, payable quarterly in arrears and matures July 30, 2026. As of March 31, 2023, the unused portion of the North American Credit Agreement was $
840.6
million. Considering borrowing base restrictions, as of March 31, 2023, the amount available to be drawn was $
118.7
million.
Borrowings under the North American Credit Agreement are guaranteed by the Company's U.S. and Canadian subsidiaries (provided that the Canadian subsidiaries only guarantee borrowings under the Canadian revolving credit facility)
14
PRA Group, Inc.
Notes to Consolidated Financial Statements
and are secured by a first priority lien on substantially all of the Company's North American assets. The North American Credit Agreement contains events of default and restrictive covenants, including the following:
•
the ERC borrowing base is
35
% for all eligible core asset pools and
55
% for all insolvency eligible asset pools;
•
the Company's consolidated total leverage ratio cannot exceed
3.50
to 1.0 as of the end of any fiscal quarter;
•
the Company's consolidated senior secured leverage ratio cannot exceed
2.25
to 1.0 as of the end of any fiscal quarter;
•
subject to no default or event of default, cash dividends and distributions during any fiscal year cannot exceed $
20.0
million; and
•
the Company must maintain positive consolidated income from operations during any fiscal quarter (other than for the quarter ended March 31, 2023).
United Kingdom ("UK") Revolving Credit Facility
PRA Group Europe Holding I S.a.r.l ("PRA Group Europe"), a wholly owned subsidiary of the Company, along with PRA Group UK Limited ("PRA UK") and the Company, as guarantors, are parties to a credit agreement (the "UK Credit Agreement") with the lenders party thereto and MUFG Bank, Ltd., London Branch, as the administrative agent (the "Administrative Agent").
The UK Credit Agreement consists of an $
800.0
million revolving credit facility (subject to a borrowing base), and an accordion feature for up to $
200.0
million in additional commitments, subject to certain conditions. Borrowings, which are available in U.S. dollars, euro and pounds sterling, accrue interest for the applicable term at the risk-free rate applicable to U.S. dollars (Secured Overnight Financing Rate) or Sterling Overnight Index Average ("SONIA") or, in the case of euro borrowings, Euribor plus an applicable margin of
2.50
% per annum plus a credit adjustment spread of
0.10
%. If the consolidated senior secured leverage ratio is greater than
1.60
to 1.0, the applicable margin will increase to
2.75
%. The UK Credit Agreement also has a commitment fee of
0.30
% per annum, payable quarterly in arrears. If the consolidated senior secured leverage ratio is greater than
1.60
to 1.0, the commitment fee increases to
0.35
% per annum. The UK Credit Agreement matures on July 30, 2026. As of March 31, 2023, the unused portion of the UK Credit Agreement was $
326.3
million. Considering borrowing base restrictions, as of March 31, 2023, the amount available to be drawn under the UK Credit Agreement was $
116.2
million.
The UK Credit Agreement is secured by substantially all of the assets of PRA UK, all of the equity interests in PRA UK and PRA Group Europe, certain bank accounts of PRA Group Europe and certain intercompany loans extended by PRA Group Europe to PRA UK. The UK Credit Agreement contains events of default and restrictive covenants, including the following:
•
the borrowing base equals the sum of up to: (i)
35
% of the ERC of PRA UK’s eligible asset pools; plus (ii)
55
% of PRA UK’s insolvency eligible asset pools; minus (iii) certain reserves to be established by the Administrative Agent;
•
the Company's consolidated leverage ratio cannot exceed
3.50
to 1.0 as of the end of any fiscal quarter;
•
the Company's consolidated senior secured leverage ratio cannot exceed
2.25
to 1.0 as of the end of any fiscal quarter; and
•
the Company must maintain positive consolidated income from operations during any fiscal quarter (other than for the quarter ended March 31, 2023).
European Revolving Credit Facility
The Company's wholly-owned subsidiary, PRA Group Europe Holding S.a.r.l. ("PRA Group Europe Holding"), and its Swiss Branch, PRA Group Europe Holding S.a.r.l. ("PRA Group Holding"), Luxembourg, Zug Branch (together, the "Borrowers"), along with certain of its affiliates and the Company, as guarantors, are parties to a credit agreement
(the "European Credit Agreement") with
the lenders party thereto and
DNB Bank ASA as facility agent and security agent (the "Agent").
The European Credit Agreement provides borrowings for an aggregate amount of approximately €
730.0
million (subject to the borrowing base) and an uncommitted accordion feature for up to €
500.0
million, subject to certain conditions. Borrowings, which are available in euro, Norwegian krone, Danish krone, Swedish krona, and Polish zloty, accrue interest at the Interbank Offered Rate plus
2.80
% -
3.80
% (as determined by the estimated remaining collections ratio ("ERC Ratio") as defined in the European Credit Agreement), bear an unused line fee, currently
1.085
% per annum, or
35
% of the margin, are subject to a
0
% floor, are payable monthly in arrears and mature November 23, 2027. Additionally, the Company has a separate agreement with the Agent for an overdraft facility in the aggregate amount of $
40.0
million (subject to the borrowing base), which accrues interest (per currency) at the daily rates as published by the Agent, bears a facility line fee of
0.125
% per quarter, payable quarterly in arrears and matures November
23, 2027. As of March 31, 2023, the unused portion of the European Credit Agreement (including the overdraft facility) was $
432.6
million. Considering borrowing base restrictions and other covenants
15
PRA Group, Inc.
Notes to Consolidated Financial Statements
as of March 31, 2023, the amount available to be drawn under the European Credit Agreement (including the overdraft facility) was $
201.9
million.
The European Credit Agreement is secured by a first perfected security interest in all of the equity interests in certain operating subsidiaries of the Borrowers, certain intercompany loans and certain shareholder loans extended by the Company to the Borrowers. Further, the Company guarantees all obligations and liabilities under the European Credit Agreement. The European Credit Agreement contains event of default and restrictive covenants including the following:
•
the ERC Ratio cannot exceed
45
%;
•
the Company's consolidated total leverage ratio cannot exceed
3.50
to 1.0 as of the end of any fiscal quarter;
•
the Company's consolidated senior secured leverage ratio cannot exceed
2.25
to 1.0 as of the end of any fiscal quarter;
•
the Company must maintain positive consolidated income from operations at the end of any fiscal quarter (other than for the quarter ended March 31, 2023);
•
interest bearing deposits in AK Nordic AB cannot exceed SEK
1.2
billion; and
•
PRA Europe's cash collections must meet certain thresholds, measured on a quarterly basis.
Senior Notes due 2029
On September 22, 2021, the Company completed the private offering of $
350.0
million in aggregate principal amount of its
5.00
% Senior Notes due October 1, 2029 (the "2029 Notes"). The 2029 Notes were issued pursuant to an Indenture dated September 22, 2021 (the "2021 Indenture"), between the Company and Regions Bank, as trustee. The 2021 Indenture contains customary terms and covenants, including certain events of default after which the 2029 Notes may be due and payable immediately. The 2029 Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by all of the Company's existing and future domestic restricted subsidiaries that guarantee the North American Credit Agreement, subject to certain exceptions. Interest on the 2029 Notes is payable semi-annually, in arrears, on October 1 and April 1 of each year.
On or after October 1, 2024, the 2029 Notes may be redeemed, at the Company's option, in whole or in part at a price equal to
102.50
% of the aggregate principal amount of the 2029 Notes being redeemed. The applicable redemption price changes if redeemed during the 12 months beginning October 1 of each year to
101.25
% for 2025 and then
100
% for 2026 and thereafter.
In addition, on or before October 1, 2024, the Company may redeem up to
40
% of the aggregate principal amount of the 2029 Notes at a redemption price of
105.00
% plus accrued and unpaid interest with the net cash proceeds of a public offering of common stock of the Company provided, that at least
60
% in aggregate principal amount of the 2029 Notes remains outstanding immediately after the occurrence of such redemption and that such redemption will occur within
90
days of the date of the closing of such public offering.
In the event of a change of control, each holder will have the right to require the Company to repurchase all or any part of such holder's 2029 Notes at an offer price equal to
101
% of the aggregate principal amount plus accrued and unpaid interest. If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company will be required to make an offer to repurchase the 2029 Notes at
100
% of their principal amount plus accrued and unpaid interest.
Senior Notes due 2028
On February 6, 2023, the Company completed the private offering of $
400.0
million aggregate principal amount of its
8.375
% Senior Notes due 2028 ("2028 Notes"). The 2028 Notes were issued pursuant to an Indenture dated February 6, 2023 (the "2023 Indenture"), between the Company and Regions Bank, as trustee. The 2023 Indenture contains customary terms and covenants, including certain events of default after which the 2028 Notes may be due and payable immediately. The 2028 Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by all of the Company's existing and future domestic restricted subsidiaries that guarantee the North American Credit Agreement, subject to certain exceptions. Interest on the 2028 Notes is payable semi-annually, in arrears, on February 1 and August 1 of each year.
Substantially all of the net proceeds received from the 2028 Notes were deposited into a newly-formed segregated deposit account, included in Restricted cash and cash equivalents on the Consolidated Balance Sheets, and the Company will use such proceeds to retire all or any portion of the 2023 Notes (as defined below) or to sat
isfy any other obligations with respect to the 2023 Notes. The Company used the remainder of the net proceeds to repay a portion of its outstanding borrowings under the domestic revolving credit facility under the North America Credit Agreement.
16
PRA Group, Inc.
Notes to Consolidated Financial Statements
On or after February 1, 2025, the 2028 Notes may be redeemed, at the Company's option in whole or in part at a price equal to
104.188
% of the aggregate principal amount of the 2028 Notes being redeemed. The applicable redemption price changes if redeemed during the 12-months beginning February 1 of each year to
102.094
% for 2026 and then
100
% for 2027 and thereafter.
In addition, on or before February 1, 2025, the Company may redeem up to an aggregate of
40
% of the aggregate principal amount of the 2028 Notes at a redemption price of
108.375
% plus accrued and unpaid interest with the net cash proceeds of a public offering of common stock of the Company, provided, that at least
60
% in aggregate principal amount of the 2028 Notes remains outstanding immediately after the occurrence of such redemption and that such redemption will occur within 90 days of the date of the closing of such public offering.
In the event of a change of control, each holder will have the right to require the Company to repurchase all or any part of such holder's 2028 Notes at an offer price equal to
101
% of the aggregate principal amount plus accrued and unpaid interest. If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company will be required to make an offer to repurchase the 2028 Notes at
100
% of their principal amount plus accrued and unpaid interest.
Senior Notes due 2025
On August 27, 2020, the Company completed the private offering of $
300.0
million in aggregate principal amount of its
7.375
% Senior Notes due September 1, 2025 (the "2025 Notes" and, together with the 2029 Notes and the 2028 Notes, the "Senior Notes"). The 2025 Notes were issued pursuant to an Indenture dated August 27, 2020 (the "2020 Indenture"), between the Company and Regions Bank, as trustee. The 2020 Indenture contains customary terms and covenants, including certain events of default after which the 2025 Notes may be due and payable immediately. The 2025 Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by all of the Company's existing and future domestic restricted subsidiaries that guarantee the North American Credit Agreement, subject to certain exceptions. Interest on the 2025 Notes is payable semi-annually, in arrears, on March 1 and September 1 of each year.
The 2025 Notes may be redeemed, at the Company's option, in whole or in part, at a price equal to
103.688
% of the aggregate principal amount of the 2025 Notes being redeemed. The applicable redemption price changes if redeemed during the 12-months beginning September 1 of each year to,
101.844
% for 2023 and then
100
% for 2024 and thereafter.
In the event of a change of control, each holder will have the right to require the Company to repurchase all or any part of such holder's 2025 Notes at a price equal to
101
% of their aggregate principal amount, plus accrued and unpaid interest. If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company will be required to make an offer to repurchase the 2025 Notes at 100% of their principal amount plus accrued and unpaid interest.
Convertible Senior Notes due 2023
On May 26, 2017, the Company completed the private offering of $
345.0
million in aggregate principal amount of its
3.50
% Convertible Senior Notes due June 1, 2023 (the "2023 Notes" or "Convertible Notes"). The 2023 Notes were issued pursuant to an Indenture, dated May 26, 2017 (the "2017 Indenture"), between the Company and Regions Bank, as trustee. The 2017 Indenture contains customary terms and covenants, including certain events of default after which the 2023 Notes may be due and payable immediately. The 2023 Notes are senior unsecured obligations of the Company. Interest on the 2023 Notes is payable semi-annually, in arrears, on June 1 and December 1 of each year.
As of March 31, 2023, the 2023 Notes are convertible at any time.
Furthermore, the Company has the right, at its election, to redeem all or any part of the outstanding 2023 Notes at any time for cash, but only if the last reported sale price of the Company's common stock exceeds
130
% of the conversion price on each of at least
20
trading days during the
30
consecutive trading days ending on and including the trading day immediately before the date the Company sends the related redemption notice.
The conversion rate for the 2023 Notes is
21.6275
shares per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $
46.24
per share of the Company's common stock, and is subject to adjustment in certain circumstances pursuant to the 2017 Indenture. Upon conversion, holders of the 2023 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 has made an irrevocable election to settle conversions by paying holders of the 2023 Notes cash up to the aggregate principal amount of the 2023 Notes and shares of the Company's common stock or a combination of cash a
n
d shares of the Company's common stock, at the Company's election, for the remaining amounts owed, if any.
17
PRA Group, Inc.
Notes to Consolidated Financial Statements
In accordance with authoritative guidance related to derivatives and hedging and Earnings Per Share ("EPS"), only the conversion spread is included in the diluted EPS calculation, if dilutive. Under such method, the settlement of the conversion spread has a dilutive effect when the market conversion criteria is met.
The Company determined that the fair value of the 2023 Notes at the date of issuance was approximately $
298.8
million, and designated the residual value of approximately $
46.2
million as the equity component. Additionally, the Company allocated approximately $
8.3
million of the $
9.6
million of issuance cost as debt issuance cost and the remaining $
1.3
million as equity issuance cost.
As discussed above, the Company will use $
345
million of the proceeds from the issuance of the 2028 Notes to retire the 2023 Notes when they mature on June 1, 2023.
The balances of the liability component of the 2023 Notes outstanding as of March 31, 2023 and December 31, 2022, were as follows (amounts in thousands):
March 31, 2023
December 31, 2022
Liability component - principal amount
$
345,000
$
345,000
Unamortized debt issuance costs
(
311
)
(
748
)
Liability component - net carrying amount
$
344,689
$
344,252
The Company amortizes debt issuance costs over the life of the debt using an effective interest rate of
4.00
%.
Interest expense related to the 2023 Notes for the three months ended March 31, 2023 and 2022, were as follows (amounts in thousands):
Three Months Ended March 31,
2023
2022
Interest expense - stated coupon rate
$
3,019
$
3,019
Interest expense - amortization of debt issuance costs
437
420
Total interest expense - convertible notes
$
3,456
$
3,439
7.
Derivatives:
The Company periodically enters into derivative financial instruments, typically interest rate swap agreements, interest rate caps and foreign currency contracts, to reduce its exposure to fluctuations in interest rates on variable-rate debt and foreign currency exchange rates. The Company does not utilize derivative financial instruments with a level of complexity or with a risk greater than the exposure to be managed nor does it enter into or hold derivatives for trading or speculative purposes. The Company periodically reviews the creditworthiness of the counterparty to assess the counterparty's ability to honor its obligation. Counterparty default would expose the Company to fluctuations in interest and currency rates. Derivative financial instruments are recognized at fair value in the Company's Consolidated Balance Sheets.
The following tables summarize the fair value of derivative instruments in the Company's Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 (amounts in thousands):
March 31, 2023
December 31, 2022
Balance Sheet Location
Fair Value
Balance Sheet Location
Fair Value
Derivatives designated as hedging instruments:
Interest rate contracts
Other assets
$
31,240
Other assets
$
37,305
Interest rate contracts
Other liabilities
—
Other liabilities
—
Derivatives not designated as hedging instruments:
Foreign currency contracts
Other assets
115
Other assets
487
Foreign currency contracts
Other liabilities
10,066
Other liabilities
19,120
18
PRA Group, Inc.
Notes to Consolidated Financial Statements
Derivatives Designated as Hedging Instruments:
Changes in fair value of derivative contracts designated as cash flow hedging instruments are recognized in other comprehensive income ("OCI"). As of March 31, 2023 and December 31, 2022, the notional amount of interest rate contracts designated as cash flow hedging instruments w
as $
814.6
million and
$
719.7
million, respectively. Derivatives designated as cash flow hedging instruments were evaluated and remained highly effective at March 31, 2023 and have remaining terms of
three months
to
five years
. The Co
mpany estimates that approximatel
y $
15.2
million of net de
rivative gain included in OCI will be reclassified into earnings within the next 12 months.
The following tables summarize the effects of derivatives designated as cash flow hedging instruments on the Company's Consolidated Financial Statements for the three months ended March 31, 2023 and 2022 (amounts in thousands):
Gain/(loss) recognized in OCI, net of tax
Three Months Ended March 31,
Derivatives designated as cash flow hedging instruments
2023
2022
Interest rate contracts
$
(
629
)
$
16,410
Gain/(loss) reclassified from OCI into income
Three Months Ended March 31,
Location of gain or (loss) reclassified from OCI into income
2023
2022
Interest expense, net
$
(
5,498
)
$
(
2,734
)
Derivatives Not Designated as Hedging Instruments:
The Company enters into foreign currency contracts to economically hedge the foreign currency re-measurement exposure related to certain balances that are denominated in currencies other than the functional currency of the entity. Changes in fair value of derivative contracts not designated as hedging instruments are recognized in earnings. As of March 31, 2023 and December 31, 2022, the notional amount of foreign currency contracts that were not designated as hedging instruments w
as $
383.3
million and $
460.8
million
, respectively.
The following table summarizes the effects of derivatives not designated as hedging instruments on the Company's Consolidated Income Statements for the three months ended March 31, 2023 and 2022 (amounts in thousands):
Gain/(loss) recognized in income
Three Months Ended March 31,
Derivatives not designated as hedging instruments
Location of gain or (loss) recognized in income
2023
2022
Foreign currency contracts
Foreign exchange loss, net
$
(
7,697
)
$
6,493
Foreign currency contracts
Interest expense, net
521
(
332
)
8.
Fair Value:
As defined by ASC Topic 820, "Fair Value Measurement and Disclosures" ("ASC 820"), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires the consideration of differing levels of inputs in the determination of fair values.
Those levels of input are summarized as follows:
•
Level 1: Quoted prices in active markets for identical assets and liabilities.
•
Level 2: Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
•
Level 3: Unobservable inputs that are supported by little or no market activity. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques as well as instruments for which the determination of fair value requires significant management judgment or estimation.
19
PRA Group, Inc.
Notes to Consolidated Financial Statements
The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.
Financial Instruments Not Required To Be Carried at Fair Value
In accordance with the disclosure requirements of ASC Topic 825, "Financial Instruments" ("ASC 825"), the table below summarizes fair value estimates for the Company's financial instruments that are not required to be carried at fair value. The total of the fair value calculations presented does not represent, and should not be construed to represent, the underlying value of the Company.
The carrying amounts in the table were recorded in the Company's Consolidated Balance Sheets at March 31, 2023 and December 31, 2022 (amounts in thousands):
March 31, 2023
December 31, 2022
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
Financial assets:
Cash and cash equivalents
$
116,471
$
116,471
$
84,758
$
84,758
Restricted cash and cash equivalents
359,208
359,208
1,382
1,382
Finance receivables, net
3,286,497
3,128,051
3,295,008
3,167,813
Financial liabilities:
Interest-bearing deposits
108,779
108,779
112,992
112,992
Revolving lines of credit
1,110,016
1,110,016
1,060,251
1,060,251
Term loan
447,500
447,500
450,000
450,000
Senior Notes
1,050,000
992,225
650,000
580,433
Convertible Notes
345,000
344,276
345,000
341,926
Disclosure of the estimated fair values of financial instruments often requires the use of estimates. The carrying amount and estimates of the fair value of the Company's debt obligations outlined above do not include any related debt issuance costs associated with the debt obligations. The Company uses the following methods and assumptions to estimate the fair value of financial instruments:
Cash equivalents:
The carrying amount approximates fair value due to the short-term nature of the instruments and the observable quoted prices for identical assets in active markets. Accordingly, the Company uses Level 1 inputs for its fair value estimates.
Finance receivables, net:
The Company estimates the fair value of these receivables using proprietary pricing models that the Company utilizes to make portfolio acquisition decisions. Accordingly, the Company's fair value estimates use Level 3 inputs as there is little observable market data available and management is required to use significant judgment in its estimates.
Interest-bearing deposits:
The carrying amount approximates fair value due to the short-term nature of the deposits and the observable quoted prices for similar instruments in active markets. Accordingly, the Company uses Level 2 inputs for its fair value estimates.
Revolving lines of credit:
The carrying amount approximates fair value due to the short-term nature of the interest rate periods and the observable quoted prices for similar instruments in active markets. Accordingly, the Company uses Level 2 inputs for its fair value estimates.
Term loan:
The carrying amount approximates fair value due to the short-term nature of the interest rate periods and the observable quoted prices for similar instruments in active markets. Accordingly, the Company uses Level 2 inputs for its fair value estimate.
Senior Notes and Convertible Notes:
The fair value estimates for the Senior Notes and Convertible Notes incorporate quoted market prices, which were obtained from secondary market broker quotes, which were derived from a variety of inputs including client orders, information from their pricing vendors, modeling software and actual trading prices when they occur. Accordingly, the Company uses Level 2 inputs for its fair value estimates.
20
PRA Group, Inc.
Notes to Consolidated Financial Statements
Financial Instruments Required To Be Carried At Fair Value
The carrying amounts in the following tables were measured at fair value on a recurring basis in the Company's Consolidated Balance Sheets at March 31, 2023 and December 31, 2022 (amounts in thousands):
Fair Value Measurements as of March 31, 2023
Level 1
Level 2
Level 3
Total
Assets:
Government securities
$
65,004
$
—
$
—
$
65,004
Derivative contracts (recorded in Other assets)
—
31,355
—
31,355
Liabilities:
Derivative contracts (recorded in Other liabilities)
—
10,066
—
10,066
Fair Value Measurements as of December 31, 2022
Level 1
Level 2
Level 3
Total
Assets:
Government securities
$
66,813
$
—
$
—
$
66,813
Derivative contracts (recorded in Other assets)
—
37,792
—
37,792
Liabilities:
Derivative contracts (recorded in Other liabilities)
—
19,120
—
19,120
Government securities:
Fair value of the Company's investment in government instruments are estimated using quoted market prices. Accordingly, the Company uses Level 1 inputs.
Derivative contracts:
The estimated fair value of the derivative contracts is determined using industry standard valuation models. These models project future cash flows and discount the future amounts to a present value using market-based observable inputs, including interest rate curves and other factors. Accordingly, the Company uses Level 2 inputs for its fair value estimates.
Investments measured using net asset value ("NAV")
Private equity funds:
This class of investments consists of private equity funds that invest primarily in loans and securities, including single-family residential debt; corporate debt products; and financially-oriented, real-estate-rich and other operating companies in the Americas, Western Europe and Japan. These investments are subject to certain restrictions regarding transfers and withdrawals. The investments cannot be redeemed with the funds. Instead, the nature of the investments in this class is that distributions are received through the liquidation of the underlying assets of the fund. The investments are expected to be returned through distributions as a result of liquidations of the funds' underlying assets over
one
to
five years
. The fair value of these private equity funds following the application of the NAV practical expedie
nt was $
4.0
million a
nd $
4.4
million as of March 31, 2023 and December 31, 2022
, respectively.
9.
Accumulated Other Comprehensive Loss:
Reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2023 and 2022 were as follows (amounts in thousands):
Three Months Ended March 31,
Gains and losses on cash flow hedges
2023
2022
Affected line in the Consolidated Income Statement
Interest rate swaps
$
5,498
$
2,734
Interest expense, net
Income tax effect of item above
(
1,296
)
(
564
)
Income tax (benefit)/expense
Total gain on cash flow hedges
$
4,202
$
2,170
Net of tax
21
PRA Group, Inc.
Notes to Consolidated Financial Statements
The following tables represent the changes in accumulated other comprehensive loss by component, after tax, for the three months ended March 31, 2023 and 2022 (amounts in thousands):
Three Months Ended March 31, 2023
Debt Securities
Cash Flow
Currency Translation
Accumulated Other
Available-for-sale
Hedges
Adjustments
Comprehensive Loss
(1)
Balance at beginning of period
$
(
237
)
$
27,804
$
(
375,493
)
$
(
347,926
)
Other comprehensive gain/(loss) before reclassifications
128
(
629
)
(
4,101
)
(
4,602
)
Reclassifications, net
—
(
4,202
)
—
(
4,202
)
Net current period other comprehensive gain/(loss)
128
(
4,831
)
(
4,101
)
(
8,804
)
Balance at end of period
$
(
109
)
$
22,973
$
(
379,594
)
$
(
356,730
)
Three Months Ended March 31, 2022
Debt Securities
Cash Flow
Currency Translation
Accumulated Other
Available-for-sale
Hedges
Adjustments
Comprehensive Loss
(1)
Balance at beginning of period
$
(
221
)
$
(
5,371
)
$
(
261,317
)
$
(
266,909
)
Other comprehensive (loss)/gain before reclassifications
(
160
)
16,410
4,780
21,030
Reclassifications, net
—
2,170
—
2,170
Net current period other comprehensive (loss)/gain
(
160
)
18,580
4,780
23,200
Balance at end of period
$
(
381
)
$
13,209
$
(
256,537
)
$
(
243,709
)
(1) Net of deferred taxes for unrealized (gains)/losses from cash flow hedg
es of $(
7.6
) million
and $(
1.2
) million for the three months ended March 31, 2023 and 2022, respectively.
10.
Earnings per Share:
Basic EPS are computed by dividing net income available to common stockholders of PRA Group, Inc. by weighted average common shares outstanding. Diluted EPS are computed using the same components as basic EPS with the denominator adjusted for the dilutive effect of the conversion spread of the Convertible Notes and nonvested share awards, if they are dilutive. There has been no dilutive effect of the Convertible Notes since issuance through March 31, 2023. Share-based awards that are contingent upon the attainment of performance goals are included in the computation of diluted EPS if the effect is dilutive. The dilutive effect of nonvested shares is computed using the treasury stock method, which assumes any proceeds that could be obtained upon the vesting of nonvested shares would be used to purchase common shares at the average market price for the period.
On February 25, 2022, the Company's Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $
150.0
million of its common stock. We did not repurchase any common stock during the first quarter ended March 31, 2023.
The following table provides a reconciliation between the computation of basic EPS and diluted EPS for the three months ended March 31, 2023 and 2022 (amounts in thousands, except per share amounts):
Three Months Ended March 31,
2023
2022
Net Loss Attributable to PRA Group, Inc.
Weighted
Average
Common Shares
EPS
Net Income Attributable to PRA Group, Inc.
Weighted
Average
Common Shares
EPS
Basic EPS
$
(
58,629
)
39,033
$
(
1.50
)
$
39,972
40,777
$
0.98
Dilutive effect of nonvested share awards
—
—
—
—
527
(
0.01
)
Diluted EPS
$
(
58,629
)
39,033
$
(
1.50
)
$
39,972
41,304
$
0.97
There were
no
options outstanding, antidilutive or otherwise, as of March 31, 2023 and 2022.
22
PRA Group, Inc.
Notes to Consolidated Financial Statements
11.
Income Taxes:
The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") ASC Topic 740 "Income Taxes" ("ASC 740") as it relates to the provision for income taxes and uncertainty in income taxes. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
At March 31, 2023, the tax years subject to examination by the major federal, state and international taxing jurisdictions are 2014 and subsequent years.
The Company intends for predominantly all international earnings to be indefinitely reinvested in its international operations; therefore, the recording of deferred tax liabilities for such unremitted earnings is not required. If international earnings were repatriated, the Company may need to accrue and pay taxes, although foreign tax credits may be available to partially reduce U.S. income taxes. The amount of cash on hand related to international operations with indefinitely reinvested earnin
gs was $
88.4
million an
d $
75.3
million as of March 31, 2023 and December 31, 2022, respectively.
12.
Commitments and Contingencies:
Employment Agreements:
The Company has entered into employment agreements with each of its U.S. executive officers, which expire on December 31, 2023. Such agreements provide for base salary payments as well as potential discretionary bonuses that consider the Company’s overall performance against its short and long-term financial and strategic objectives. The agreements also contain customary confidentiality and non-compete provisions. At March 31, 2023, estima
ted future compensation under these agreements was approximately $
8.8
million. Outside the U.S., the Company has entered into employment agreements with certain employees pursuant to local country regulations. Generally, these agreements do not have expiration dates. As a result it is impractical to estimate the amount of future compensation under these agreements. Accordingly, the future compensation under these agreements is not included in the $
8.8
million tot
al above.
Forward Flow Agreements:
The Company is party to several forward flow agreements that allow for the purchase of nonperforming loans at pre-e
stablished prices. The maximum remaining amount to be purchased under forward flow agreements at March 31, 2023, was $
622.4
million.
Finance Receivables:
Certain agreements for the purchase of finance receivables portfolios contain provisions that may, in limited circumstances, require the Company to refund a portion or all of the collections subsequently received by the Company on particular accounts. The potential refunds as of the balance sheet date are not considered to be significant.
Litigation and Regulatory Matters:
The Company and its subsidiaries are from time to time subject to a variety of routine legal and regulatory claims, inquiries and proceedings and regulatory matters, most of which are incidental to the ordinary course of its business. The Company initiates lawsuits against customers and is occasionally countersued by them in such actions. Also, customers, either individually, as members of a class action, or through a governmental entity on behalf of customers, may initiate litigation against the Company in which they allege that the Company has violated a state or federal law in the process of collecting on an account. From time to time, other types of lawsuits are brought against the Company. Additionally, the Company receives subpoenas and other requests or demands for information from regulators or governmental authorities who are investigating the Company's debt collection activities.
The Company accrues for potential liability arising from legal proceedings and regulatory matters when it is probable that such liability has been incurred and the amount of the loss can be reasonably estimated. This determination is based upon currently available information for those proceedings in which the Company is involved, taking into account the Company's best estimate of such losses for those cases for which such estimates can be made. The Company's estimate involves significant judgment, given the varying stages of the proceedings (including the fact that many of them are currently in preliminary stages), the number of unresolved issues in many of the proceedings (including issues regarding class certification and the scope of many of the claims), and the related uncertainty of the potential outcomes of these proceedings. In making determinations of the likely outcome of pending litigation, the Company considers many factors, including, but not limited to, the nature of the claims, the Company's experience with similar types of claims, the jurisdiction in which the matter is filed, input from outside
23
PRA Group, Inc.
Notes to Consolidated Financial Statements
legal counsel, the likelihood of resolving the matter through alternative mechanisms, the matter's current status and the damages sought or demands made. Accordingly, the Company's estimate will change from time to time, and actual losses could be more than the current estimate.
The Company believes that the estimate of the aggregate range of reasonably possible losses in excess of the amount accrued for its legal proceedings outstanding at March 31, 2023, where the range of loss can be estimated, was not material.
In certain legal proceedings, the Company may have recourse to insurance or third-party contractual indemnities to cover all or portions of its litigation expenses, judgments, or settlements. Loss estimates and accruals for potential liability related to legal proceedings are typically exclusive of potential recoveries, if any, under the Company's insurance policies or third-party indemnities.
CFPB Investigation
Portfolio Recovery Associates, LLC ("LLC"), the Company's wholly owned subsidiary, entered into a consent order with the CFPB effective September 9, 2015 settling a previously disclosed investigation of certain debt collection practices of LLC (the "2015 Consent Order"). In response to requests and civil investigative demands from the CFPB, the Company provided certain documents and data regarding its debt collection practices to the CFPB. In December 2020, the CFPB advised the Company that the CFPB believed the Company may have violated certain provisions of the 2015 Consent Order and applicable law. On March 23, 2023, the CFPB filed a lawsuit against LLC alleging, among other things, that LLC had violated federal consumer financial law. On the same date, the CFPB and LLC entered into a final stipulated judgment and order to resolve the lawsuit. As part of the settlement, LLC agreed to pay a civil monetary penalty of $
12
million and approximately $
15
million to impacted consumers.
Iris Pounds vs. Portfolio Recovery Associates, LLC
Plaintiffs filed a putative class action on November 21, 2016 against the Company in Durham County, North Carolina alleging violations of the North Carolina Prohibited Practices by Collection agencies Act. Discovery in this matter is ongoing, the Company is defending this matter vigorously, and there remains uncertainty surrounding liability, class certification, and the interpretation of the statute, including statutory damages.
Other matters that are not considered routine in nature were disclosed previously in the 2022 Form 10-K.
13.
Recently Issued Accounting Standards:
Recently issued accounting standards not yet adopted:
The Company does not expect that any recently issued accounting pronouncements will have a material effect on its Consolidated Financial Statements.
24
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
All references in this Quarterly Report on Form 10-Q (this "Quarterly Report") to "PRA Group," "we," "our," "us," "the Company" or similar terms are to PRA Group, Inc. and its subsidiaries.
Forward-Looking Statements:
This Quarterly Report contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical fact are forward-looking statements, including statements regarding overall cash collection trends, operating cost trends, liquidity and capital needs and other statements of expectations, beliefs, future plans, strategies and anticipated events or trends. Our results could differ materially from those expressed or implied by such forward-looking statements, or our forward looking statements could be wrong, as a result of risks, uncertainties and assumptions, including the following:
•
a deterioration in the economic or inflationary environment in the markets in which we operate;
•
our inability to replace our portfolios of nonperforming loans with additional portfolios sufficient to operate efficiently and profitably and/or purchase nonperforming loans at appropriate prices;
•
our inability to collect sufficient amounts on our nonperforming loans to fund our operations, including as a result of restrictions imposed by local, state, federal and international laws and regulations;
•
changes in accounting standards and their interpretations;
•
the recognition of significant decreases in our estimate of future recoveries on nonperforming loans;
•
the impact of a disease outbreak, such as the COVID-19 pandemic, on the markets in which we operate and our inability to successfully manage the challenges associated with a disease outbreak, including epidemics, pandemics or similar widespread public health concerns;
•
the occurrence of goodwill impairment charges;
•
loss contingency accruals that are inadequate to cover actual losses;
•
our inability to manage risks associated with our international operations;
•
changes in local, state, federal or international laws or the interpretation of these laws, including tax, bankruptcy and collection laws;
•
changes in the administrative practices of various bankruptcy courts;
•
our inability to comply with existing and new regulations of the collection industry;
•
investigations, reviews, or enforcement actions by governmental authorities, including the Consumer Financial Protection Bureau ("CFPB");
•
our inability to comply with data privacy regulations such as the General Data Protection Regulation ("GDPR");
•
adverse outcomes in pending litigation or administrative proceedings;
•
our inability to retain, expand, renegotiate or replace our credit facilities and our inability to comply with the covenants under our financing arrangements;
•
our inability to manage effectively our capital and liquidity needs, including as a result of changes in credit or capital markets;
•
changes in interest or exchange rates;
•
default by or failure of one or more of our counterparty financial institutions;
•
disruptions of business operations caused by cybersecurity incidents or the underperformance or failure of information technology infrastructure, networks or communication systems; and
•
the "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 ("2022 Form 10-K") and in other filings with the Securities and Exchange Commission.
You should assume that the information appearing in this Quarterly Report is accurate only as of the date it was issued. Our business, financial condition, results of operations and prospects may have changed since that date. Except as required by law, we assume no obligation to publicly update or revise our forward-looking statements after the date of this Quarterly Report and you should not expect us to do so.
25
Frequently Used Terms
We may use the following terminology throughout this Quarterly Report:
•
"Buybacks" refers to purchase price refunded by the seller due to the return of ineligible accounts.
•
"Cash collections" refers to collections on our nonperforming loan portfolios.
•
"Cash receipts" refers to cash collections on our nonperforming loan portfolios, fees and revenue recognized from our class action claims recovery service.
•
"Change in expected recoveries" refers to the differences of actual recoveries received when compared to expected recoveries and the net present value of changes in estimated remaining collections.
•
"Core" accounts or portfolios refer to accounts or portfolios that are nonperforming loans and are not in an insolvent status upon acquisition. These accounts are aggregated separately from insolvency accounts.
•
"Estimated remaining collections" or "ERC" refers to the sum of all future projected cash collections on our nonperforming loan portfolios.
•
"Finance receivables" or "receivables" refers to the negative allowance for expected recoveries recorded on our balance sheet as an asset.
•
"Insolvency" accounts or portfolios refer to accounts or portfolios of nonperforming loans that are in an insolvent status when we purchase them and as such are purchased as a pool of insolvent accounts. These accounts include IVAs, Trust Deeds in the UK, Consumer Proposals in Canada and bankruptcy accounts in the U.S., Canada, Germany and the UK.
•
"Negative allowance" refers to the present value of cash flows expected to be collected on our finance receivables.
•
"Portfolio acquisitions" refers to all nonperforming loan portfolios added as a result of a purchase, but also includes portfolios added as a result of a business acquisition.
•
"Portfolio purchases" refers to all nonperforming loan portfolios purchased in the normal course of business and excludes those added as a result of business acquisitions.
•
"Portfolio income" reflects revenue recorded due to the passage of time using the effective interest rate calculated based on the purchase price of nonperforming loan portfolios and estimated remaining collections.
•
"Purchase price" refers to the cash paid to a seller to acquire nonperforming loans.
•
"Purchase price multiple" refers to the total estimated collections (as defined below) on our nonperforming loan portfolios divided by purchase price.
•
"Recoveries" refers to cash collections plus buybacks and other adjustments.
•
"Total estimated collections" or "TEC" refers to actual cash collections plus estimated remaining collections on our nonperforming loan portfolios.
26
Overview
We are a global financial and business services company with operations in the Americas, Europe and Australia. Our primary business is the purchase, collection and management of portfolios of nonperforming loans. We are headquartered in Norfolk, Virginia, and as of March 31, 2023, emplo
yed 3,184 full-tim
e equivalents. Our shares of common stock are traded on the NASDAQ Global Select Market under the symbol "PRAA."
Executive Overview
For the three months ended March 31, 2023, we had:
•
Total portfolio purchases
of $230.2 million.
•
Total cash collection
s of $411.3 million.
•
Estimated remaining collections of
$5.7 billion.
•
Cash efficiency ratio of 54.3%.
•
Diluted earnings per share of $(1.50).
During 2022, excess consumer
liquidity, primarily in the U.S., resulted in lower levels of charge-offs across most lending institutions. As a result, this caused a decrease in the supply of portfolios available for purchase in the U.S., resulting in a lower level of portfolio purchases and pricing pressures due to competition. Recent Federal Reserve data indicates that charge-offs of consumer debt are beginning to increase, and we expect to see a greater level of supply and reduced pricing pressure in the U.S. The market in Europe has continued to have a consistent portfolio pipeline across most markets, supported by volumes of aged nonperforming loans. However, unlike the U.S., we have not begun to see an increase in fresh charge-offs.
We believe our cash forecast curves are appropriate given the information we have today. However, we continue to operate in an economic environment that includes elevated levels of inflation, rising interest rates, foreign exchange rate fluctuations, and concerns of a global recession. Given the continuing weak economic conditions, there may be some near-term pressure on cash collections. Note that factors that can cause near-term collections pressure are also typically the same factors that historically have led to more portfolio supply, as consumers struggle to manage and pay down their debt. We cannot predict the full extent to which these items will impact our business, results of operations and financial condition. See Item 1A of our 2022 Form 10-K.
27
Results of Operations
The results of operations include the financial results of the Company and all of our subsidiaries. Certain prior year amounts have been reclassified for consistency with the current year presentation. The following table sets forth our Consolidated Income Statement amounts as a percentage of Total revenues for the periods indicated (dollars in thousands):
For the Three Months Ended March 31,
2023
2022
Revenues:
Portfolio income
$
188,242
121.1
%
$
207,532
86.3
%
Changes in expected recoveries
(36,912)
(23.8)
29,914
12.4
Total portfolio revenue
151,330
97.3
237,446
98.7
Other revenue
4,140
2.7
3,159
1.3
Total revenues
155,470
100.0
240,605
100.0
Operating expenses:
Compensation and employee services
82,403
53.0
71,096
29.5
Legal collection fees
8,838
5.7
10,873
4.5
Legal collection costs
23,945
15.4
16,557
6.9
Agency fees
17,378
11.2
17,388
7.2
Outside fees and services
24,944
16.0
19,378
8.1
Communication
10,527
6.8
12,583
5.2
Rent and occupancy
4,448
2.9
4,987
2.1
Depreciation and amortization
3,589
2.3
3,778
1.6
Other operating expenses
13,042
8.4
11,998
5.0
Total operating expenses
189,114
121.7
168,638
70.1
(Loss)/income from operations
(33,644)
(21.7)
71,967
29.9
Other income and (expense):
Interest expense, net
(38,283)
(24.6)
(31,748)
(13.2)
Foreign exchange loss, net
(9)
—
(532)
(0.2)
Other
(650)
(0.4)
(490)
(0.2)
(Loss)/income before income taxes
(72,586)
(46.7)
39,197
16.3
Income tax (benefit)/expense
(18,683)
(12.0)
4,579
1.9
Net (loss)/income
(53,903)
(34.7)
34,618
14.4
Adjustment for net income/(loss) attributable to noncontrolling interests
4,726
3.0
(5,354)
(2.2)
Net (loss)/income attributable to PRA Group, Inc.
$
(58,629)
(37.7)
%
$
39,972
16.6
%
28
Three Months Ended March 31, 2023 Compared To Three Months Ended March 31, 2022
Cash Collections
Cash collections for the periods indicated were as follows (amounts in thousands):
For the Three Months Ended March 31,
2023
2022
$ Change
% Change
Americas and Australia Core
$
227,960
$
270,284
$
(42,324)
(15.7)
%
Americas Insolvency
25,751
35,209
(9,458)
(26.9)
Europe Core
134,005
151,162
(17,157)
(11.4)
Europe Insolvency
23,568
24,325
(757)
(3.1)
Total cash collections
$
411,284
$
480,980
$
(69,696)
(14.5)
%
Cash collections adjusted
(1)
$
411,284
$
465,282
$
(53,998)
(11.6)
%
(1) Cash collections adjusted refers to 2022 cash collections remeasured using 2023 exchange rates.
Cash collections were $411.3 million for the three months ended March 31, 2023, a decrease of
$69.7 million
, or 14.5%, compared to $481.0 million for the three months ended
March 31, 2022. The decrease was primarily due to lower cash collections of $48.7 million, or 30.2%, in U.S. call center and other collections and $9.5 million, or 26.9% in Americas Insolvency collections, both reflecting lower levels of portfolio purchasing in recent periods. Additionally, U.S. legal cash collections decreased $13.5 million, or 16.7%, reflecting the impact from the lower volume of accounts placed in the legal channel due to lower purchasing levels in recent periods. Europe cash collections decreased by $17.9 million, or 10.2% largely due to a strengthening U.S. dollar. These decreases were partially offset by a $19.8 million increase in cash collections in the Other Americas Core pools.
Revenues
Revenue generation for the periods indicated were as follows (amounts in thousands):
For the Three Months Ended March 31,
2023
2022
$ Change
% Change
Portfolio income
$
188,242
$
207,532
$
(19,290)
(9.3)
%
Changes in expected recoveries
(36,912)
29,914
(66,826)
(223.4)
Total portfolio revenue
151,330
237,446
(86,116)
(36.3)
Other revenue
4,140
3,159
981
31.1
Total revenues
$
155,470
$
240,605
$
(85,135)
(35.4)
%
Total Portfolio Revenue
Total portfolio revenue was $151.3 million for the three months ended March 31, 2023, a decrease of $86.1 million, or 36.3%, compared to $237.4 million for the three months ended March 31, 2022. We experienced a softer tax season than we had anticipated with U.S. collections missing our internal forecast by $9.9 million, which then prompted a reduction in forward looking ERC. This resulted in a negative $30.7 million net present value adjustment for our U.S. Core portfolio. Nearly half of this adjustment was related to the 2021 U.S. Core vintage. This vintage includes the cohort of customers whose accounts were charged off in peak stimulus periods. We believe this effect, along with inflation and other macroeconomic factors, are drivers of this underperformance. In total, Europe overperformed our expectations during the quarter by 3%. This is a lower margin than we have experienced in recent quarters and given the uncertain economic conditions globally, we made minimal adjustments to the future looking ERC resulting in a negative $1.9 million net present value adjustment.
Other Revenue
Other revenue was $4.1 million for the three months ended March 31, 2023, an increase of $0.9 million, compared to $3.2 million for the three months ended March 31, 2022.
Operating Expenses
Total operating expenses were $189.1 million for the three months ended March 31, 2023, an increase of $20.5 million, or 12.2%, compared to $168.6 million for the three months ended March 31, 2022.
29
Compensation and Employee Services
Compensation and employee services expenses were $82.4 million for the three months ended March 31, 2023
, an increase of $11.3 million, or 15.9%, compared to $71.1 million for the three months ended March 31, 2022. The increase was primarily attributable to severance expenses of $7.5 million. Total full-time equivalents decreased to
3,184
as of March 31, 2023, from 3,444 as of March 31, 2022.
Legal Collection Fees
Legal collection fees represent contingent fees incurred for the cash collections generated by our independent third-party attorney network. Legal collection fees were $8.8 million for the three months ended March 31, 2023, a decrease of $2.1 million, or 19.3%, compared to $10.9 million for the three months ended March 31, 2022, primarily reflecting lower external legal cash collections in the U.S.
Legal Collection Costs
Legal collection costs primarily consist of costs paid to courts where a lawsuit is filed for the purpose of attempting to collect on an account. Legal collection costs were $23.9 million for the three months ended March 31, 2023, an increase of $7.3 million, or 44.0%, compared to $16.6 million for the three months ended March 31, 2022. The increase reflects the higher volume of accounts placed into the legal channel in the U.S during the three months ended March 31, 2023.
Communication
Communication expenses primarily represent postage and telephone related expenses incurred as a result of our collection efforts. Communications expenses were $10.5 million for the three months ended March 31, 2023, a decrease of $2.1 million, or 16.7%, compared to $12.6 million for the three months ended March 31, 2022. The decrease mainly reflects a decrease in postage expenses due to lower portfolio purchasing in the U.S in recent periods.
Outside Fees and Services
Outside fees and services expenses were $24.9 million for the three months ended March 31, 2023, an increase of $5.5 million, or 28.4%, compared to $19.4 million for the three months ended March 31, 2022
.
The increase was due to an accrual in corporate legal costs of $7.6 million related to certain case-specific litigation expenses, slightly offset by decreased costs for other fees and services.
Interest Expense, Net
Interest expense, net was $38.3 million for the three months ended March 31, 2023, an increase of $6.6 million, or 20.8%, compared to $31.7 million for the three months ended March 31, 2022, primarily reflecting increased interest rates. Interest income increased $3.5 million as a result of the cash we received and invested from the issuance of our 2028 Notes (as defined below), which will be used to retire our 2023 Convertible Notes (as defined below), which mature on June 1, 2023.
Interest expense, net consisted of the following:
For the Three Months Ended March 31,
2023
2022
$ Change
% Change
Interest on debt obligations and unused line fees
$
21,824
$
16,795
$
5,029
29.9
%
Interest on senior notes
15,073
9,907
5,166
52.1
Coupon interest on convertible notes
3,019
3,019
—
—
Amortization of loan fees and other loan costs
2,441
2,627
(186)
(7.1)
Interest income
(4,074)
(600)
(3,474)
579.0
Interest expense, net
$
38,283
$
31,748
$
6,535
20.6
%
Income Tax (Benefit)/Expense
Income tax (benefit)/expense for the three months ended March 31, 2023 was a net tax benefit of $18.7 million compared to income tax expense of $4.6 million for the three months ended March 31, 2022. During the three months ended March 31, 2023, our effective tax rate was 25.7%, compared to 11.7% for the three months ended March 31, 2022. The income tax benefit was driven by the consolidated net loss before income taxes of $72.6 million incurred during the first quart
er of 2023. The
30
increase in our effective tax rate was mainly due to a change in discrete items and changes in the mix of income from different taxing jurisdictions.
31
Supplemental Performance Data
Finance Receivables Portfolio Performance
We purchase portfolios of nonperforming loans from a variety of credit originators or acquire portfolios through business acquisitions and segregate them into two main portfolio segments, Core or Insolvency, based on the status of the account upon acquisition. In addition, the accounts are segregated into geographical regions based upon where the account was acquired. Ultimately, accounts are aggregated into annual pools based on portfolio segment, geography, and year of acquisition.
Portfolios of accounts that were in an insolvency status at the time of acquisition are represented in the Insolvency tables below.
All other acquisitions of portfolios of accounts are included in our Core portfolio tables as represented below.
Once an account is initially segregated, it is not later transferred from an Insolvency pool to a Core pool or vice versa and the account continues to be accounted for as originally segregated regardless of any future changes in operational status.
Specifically, if a Core account files for bankruptcy or insolvency protection after acquisition, we adjust our collection practices to comply with any respective bankruptcy or insolvency rules or policies; however, the account remains in the Core pool.
In the event an insolvency account is dismissed from its bankruptcy or insolvency status whether voluntarily or involuntarily, we are typically free to pursue alternative collection activities; however the account remains in the Insolvency pool.
The purchase price multiple represents our estimate of total cash collections over the original purchase price of the portfolio. Purchase price multiples can vary over time due to a variety of factors, including pricing competition, supply levels, paper type, age of the accounts acquired, mix of portfolios purchased and changes in operational efficiency.
For example, increased pricing due to elevated levels of competition or supply constraints negatively impacts purchase price multiples as we pay more to buy similar portfolios of nonperforming loans.
Further, there is a direct relationship between the price we pay for a portfolio, the purchase price multiple and the effective interest rate of the pool.
When we pay more for a portfolio, the purchase price multiple and effective interest rates are lower. The opposite tends to occur when we pay less for a portfolio. Certain types of accounts have lower collection costs and we generally pay more for these types of accounts resulting in a lower purchase price multiple while realizing similar net income margins when compared with other portfolio purchases. Within a given portfolio type, to the extent that lower purchase price multiples are the result of more competitive pricing, this will generally lead to lower profitability. As portfolio pricing becomes more favorable on a relative basis, our profitability will tend to increase. Profitability within given Core portfolio types may also be impacted by the age and quality of the accounts, which impact the cost to collect those accounts. Fresher accounts, for example, typically carry lower associated collection costs, while older accounts and lower balance accounts typically carry higher costs and, as a result, require higher purchase price multiples to achieve the same net profitability as fresher paper.
Revenue recognition is driven by estimates of the amount and timing of future cash collections. We record new portfolio acquisitions at the purchase price, which reflects the amount we expect to collect discounted at an effective interest rate. During the year of acquisition, portfolios are aggregated into annual pools, and the blended effective interest rate will change to reflect new buying and new cash flow estimates until the end of the year. At that time, the purchase price amount is fixed at the aggregated amounts paid to acquire the portfolio, the effective interest rate is fixed at the amount we expect to collect, discounted at the rate to equate purchase price to the recovery estimate and the currency rates are fixed for purposes of comparability in future periods.
Depending on the level of performance and expected future impacts from our operations, we may update ERC and TEC levels based on the results of our cash forecasting with the correlating adjustment to the purchase price multiple.
We follow an established process to evaluate ERC.
During the first years following purchase, we typically do not increase our purchase price multiples. Following the initial years, as we gain collection experience and confidence with a pool of accounts we may begin to increase our purchase price multiples.
Over time, our TEC has often increased as pools have aged resulting in the ratio of TEC to purchase price for any given year of buying to gradually increase. Thus, all factors being equal in terms of pricing, one would typically tend to see a higher collection to purchase price ratio from a pool of accounts that was six years from acquisition than a pool that was just two years from acquisition.
The numbers presented in the following tables represent gross cash collections and do not reflect any costs to collect; therefore, they may not represent relative profitability. Due to all the factors described above, readers should be cautious when making comparisons of purchase price multiples among periods and between types of categories of portfolio segments and related geographies.
32
Purchase Price Multiples
as of March 31, 2023
Amounts in thousands
Purchase Period
Purchase Price
(2)(3)
Total Estimated Collections
(4)
Estimated Remaining Collections
(5)
Current Purchase Price Multiple
Original Purchase Price Multiple
(6)
Americas and Australia Core
1996-2012
$
1,541,896
$
4,797,375
$
36,563
311%
238%
2013
390,826
905,829
14,434
232%
211%
2014
404,117
872,324
23,500
216%
204%
2015
443,114
899,293
45,410
203%
205%
2016
455,767
1,075,915
81,221
236%
201%
2017
532,851
1,200,467
135,622
225%
193%
2018
653,975
1,464,662
199,190
224%
202%
2019
581,476
1,294,091
256,184
223%
206%
2020
435,668
947,844
299,252
218%
213%
2021
435,846
781,115
486,989
179%
191%
2022
406,082
721,791
610,010
178%
179%
2023
117,160
204,528
201,535
175%
175%
Subtotal
6,398,778
15,165,234
2,389,910
Americas Insolvency
1996-2012
1,038,223
2,146,434
203
207%
165%
2013
227,834
355,606
103
156%
133%
2014
148,420
218,685
280
147%
124%
2015
63,170
87,919
201
139%
125%
2016
91,442
117,460
433
128%
123%
2017
275,257
355,158
2,686
129%
125%
2018
97,879
137,184
11,869
140%
127%
2019
123,077
168,061
38,651
137%
128%
2020
62,130
89,842
41,929
145%
136%
2021
55,187
72,875
46,009
132%
136%
2022
33,442
46,205
41,226
138%
139%
2023
15,701
21,079
20,811
134%
134%
Subtotal
2,231,762
3,816,508
204,401
Total Americas and Australia
8,630,540
18,981,742
2,594,311
Europe Core
2012
20,409
43,973
—
215%
187%
2013
20,334
27,039
1
133%
119%
2014
(1)
773,811
2,365,846
385,266
306%
208%
2015
411,340
727,491
146,999
177%
160%
2016
333,090
567,548
179,801
170%
167%
2017
252,174
358,180
115,098
142%
144%
2018
341,775
540,907
215,509
158%
148%
2019
518,610
805,423
366,897
155%
152%
2020
324,119
557,152
292,626
172%
172%
2021
412,411
698,282
472,516
169%
170%
2022
359,447
580,548
534,007
162%
162%
2023
91,945
157,933
155,919
172%
172%
Subtotal
3,859,465
7,430,322
2,864,639
Europe Insolvency
2014
(1)
10,876
18,669
—
172%
129%
2015
18,973
29,000
70
153%
139%
2016
39,338
57,076
1,156
145%
130%
2017
39,235
51,169
3,700
130%
128%
2018
44,908
52,454
9,681
117%
123%
2019
77,218
110,875
31,642
144%
130%
2020
105,440
156,589
62,485
149%
129%
2021
53,230
71,526
42,227
134%
134%
2022
44,604
61,034
54,759
137%
137%
2023
7,352
10,087
10,011
137%
137%
Subtotal
441,174
618,479
215,731
Total Europe
4,300,639
8,048,801
3,080,370
Total PRA Group
$
12,931,179
$
27,030,543
$
5,674,681
(1) Includes finance receivables portfolios that were acquired through the acquisition of Aktiv Kapital AS in 2014 (as described in our 2022 Form 10-K).
(2)
Includes the acquisition date finance receivables portfolios that were acquired through our business acquisitions.
(3)
Non-U.S. amounts are presented at the exchange rate at the end of the year in which the portfolio was purchased. In addition, any purchase price adjustments that occur throughout the life of the portfolio are presented at the year-end exchange rate for the respective year of purchase.
(4)
Non-U.S. amounts are presented at the year-end exchange rate for the respective year of purchase.
(5)
Non-U.S. amounts are presented at the March 31, 2023 exchange rate.
(6)
The Original Purchase Price Multiple represents the purchase price multiple at the end of the year of acquisition.
33
Portfolio Financial Information
Year-to-date as of March 31, 2023
Amounts in thousands
Purchase Period
Cash
Collections
(2)
Portfolio Income
(2)
Changes in Expected Recoveries
(2)
Total Portfolio Revenue
(2)
Net Finance Receivables as of March 31, 2023
(3)
Americas and Australia Core
1996-2012
$
4,930
$
3,132
$
345
$
3,477
$
8,799
2013
2,590
1,119
429
1,548
6,395
2014
3,117
1,429
161
1,590
8,983
2015
3,789
2,453
(1,852)
601
18,065
2016
6,740
4,712
(3,078)
1,634
26,353
2017
13,064
7,622
(5,636)
1,986
57,300
2018
27,614
11,442
(1,040)
10,402
108,717
2019
33,145
14,841
(2,958)
11,883
138,869
2020
38,142
16,845
(6,426)
10,419
167,501
2021
40,213
23,087
(22,356)
731
260,663
2022
51,622
26,692
937
27,629
360,224
2023
2,994
1,811
378
2,189
116,249
Subtotal
227,960
115,185
(41,096)
74,089
1,278,118
Americas Insolvency
1996-2012
234
83
153
236
—
2013
67
39
28
67
—
2014
123
66
12
78
—
2015
106
40
29
69
102
2016
190
47
9
56
348
2017
1,605
181
(123)
58
2,424
2018
4,401
455
(133)
322
11,128
2019
7,705
1,036
57
1,093
35,596
2020
4,919
1,226
145
1,371
35,750
2021
4,339
1,309
(20)
1,289
37,812
2022
1,794
1,018
(27)
991
31,722
2023
268
215
(31)
184
15,614
Subtotal
25,751
5,715
99
5,814
170,496
Total Americas and Australia
253,711
120,900
(40,997)
79,903
1,448,614
Europe Core
2012
191
—
191
191
—
2013
95
—
95
95
—
2014
(1)
25,462
18,404
109
18,513
107,836
2015
8,748
4,274
(408)
3,866
80,755
2016
7,515
4,040
(807)
3,233
105,983
2017
5,322
1,963
(558)
1,405
79,388
2018
10,568
3,930
(123)
3,807
142,505
2019
19,118
6,210
4,178
10,388
250,616
2020
14,641
5,794
(994)
4,800
179,990
2021
19,176
8,685
(2,405)
6,280
284,941
2022
21,193
8,965
(124)
8,841
334,594
2023
1,976
397
816
1,213
91,123
Subtotal
134,005
62,662
(30)
62,632
1,657,731
Europe Insolvency
2014
(1)
49
—
49
49
—
2015
98
12
41
53
61
2016
454
83
86
169
864
2017
1,295
90
237
327
3,436
2018
1,942
216
(122)
94
8,864
2019
4,714
736
330
1,066
27,828
2020
8,233
1,307
3,089
4,396
55,042
2021
3,745
976
156
1,132
34,889
2022
2,963
1,201
131
1,332
41,786
2023
75
59
118
177
7,382
Subtotal
23,568
4,680
4,115
8,795
180,152
Total Europe
157,573
67,342
4,085
71,427
1,837,883
Total PRA Group
$
411,284
$
188,242
$
(36,912)
$
151,330
$
3,286,497
(1) Includes finance receivables portfolios that were acquired through the acquisition of Aktiv Kapital AS in 2014 (as described in our 2022 Form 10-K).
(2)
Non-U.S. amounts are presented using the average exchange rates during the current reporting period.
(3)
Non-U.S. amounts are presented at the March 31, 2023 exchange rate.
34
Cash Collections by Year, By Year of Purchase
(1)
Year-to-date as of March 31, 2023
Amounts in millions
Cash Collections
Purchase Period
Purchase Price
(3)(4)
1996-2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Total
Americas and Australia Core
1996-2012
$
1,541.9
$
2,962.4
$
554.9
$
412.5
$
280.3
$
178.9
$
118.1
$
83.8
$
62.9
$
41.5
$
29.9
$
23.5
$
5.1
$
4,753.8
2013
390.8
—
101.6
247.9
194.0
120.8
78.9
56.5
36.9
23.2
16.7
12.5
2.6
891.6
2014
404.1
—
—
92.7
253.5
170.3
114.2
82.2
55.3
31.9
22.3
15.0
3.1
840.5
2015
443.1
—
—
—
117.0
228.4
185.9
126.6
83.6
57.2
34.9
19.5
3.8
856.9
2016
455.8
—
—
—
—
138.7
256.5
194.6
140.6
105.9
74.2
38.4
6.7
955.6
2017
532.9
—
—
—
—
—
107.3
278.7
256.5
192.5
130.0
76.3
13.1
1,054.4
2018
654.0
—
—
—
—
—
—
122.7
361.9
337.7
239.9
146.1
27.6
1,235.9
2019
581.5
—
—
—
—
—
—
—
143.8
349.0
289.8
177.7
33.1
993.4
2020
435.7
—
—
—
—
—
—
—
—
132.9
284.3
192.0
38.1
647.3
2021
435.9
—
—
—
—
—
—
—
—
—
85.0
177.3
40.2
302.5
2022
406.1
—
—
—
—
—
—
—
—
—
—
67.7
51.6
119.3
2023
117.2
—
—
—
—
—
—
—
—
—
—
—
3.0
3.0
Subtotal
6,399.0
2,962.4
656.5
753.1
844.8
837.1
860.9
945.1
1,141.5
1,271.8
1,207.0
946.0
228.0
12,654.2
Americas Insolvency
1996-2012
1,038.2
1,021.6
417.3
338.8
208.3
105.4
37.7
8.3
3.9
2.3
1.4
1.1
0.2
2,146.3
2013
227.8
—
52.5
82.6
81.7
63.4
47.8
22.0
2.9
1.3
0.8
0.5
0.1
355.6
2014
148.4
—
—
37.1
50.9
44.3
37.4
28.8
15.8
2.2
1.1
0.7
0.1
218.4
2015
63.2
—
—
—
3.4
17.9
20.1
19.8
16.7
7.9
1.3
0.6
0.1
87.8
2016
91.4
—
—
—
—
18.9
30.4
25.1
19.9
14.4
7.4
1.8
0.2
118.1
2017
275.3
—
—
—
—
—
49.1
97.3
80.9
58.8
44.0
20.8
1.6
352.5
2018
97.9
—
—
—
—
—
—
6.7
27.4
30.5
31.6
24.6
4.4
125.2
2019
123.1
—
—
—
—
—
—
—
13.5
31.4
39.1
37.8
7.7
129.5
2020
62.1
—
—
—
—
—
—
—
—
6.5
16.1
20.4
4.9
47.9
2021
55.2
—
—
—
—
—
—
—
—
—
4.6
17.9
4.3
26.8
2022
33.4
—
—
—
—
—
—
—
—
—
—
3.2
1.8
5.0
2023
15.7
—
—
—
—
—
—
—
—
—
—
—
0.3
0.3
Subtotal
2,231.7
1,021.6
469.8
458.5
344.3
249.9
222.5
208.0
181.0
155.3
147.4
129.4
25.7
3,613.4
Total Americas and Australia
8,630.7
3,984.0
1,126.3
1,211.6
1,189.1
1,087.0
1,083.4
1,153.1
1,322.5
1,427.1
1,354.4
1,075.4
253.7
16,267.6
Europe Core
2012
20.4
11.6
9.0
5.6
3.2
2.2
2.0
2.0
1.5
1.2
1.2
0.9
0.1
40.5
2013
20.3
—
7.1
8.5
2.4
1.3
1.2
1.3
0.9
0.7
0.7
0.5
0.1
24.7
2014
(2)
773.8
—
—
153.2
292.0
246.4
220.8
206.3
172.9
149.8
149.3
122.2
25.5
1,738.4
2015
411.3
—
—
—
45.8
100.3
86.2
80.9
66.1
54.3
51.4
40.7
8.8
534.5
2016
333.1
—
—
—
—
40.4
78.9
72.6
58.0
48.3
46.7
36.9
7.5
389.3
2017
252.2
—
—
—
—
—
17.9
56.0
44.1
36.1
34.8
25.2
5.3
219.4
2018
341.8
—
—
—
—
—
—
24.3
88.7
71.3
69.1
50.7
10.6
314.7
2019
518.6
—
—
—
—
—
—
—
48.0
125.7
121.4
89.8
19.1
404.0
2020
324.1
—
—
—
—
—
—
—
—
32.3
91.7
69.1
14.6
207.7
2021
412.4
—
—
—
—
—
—
—
—
—
48.5
89.9
19.2
157.6
2022
359.5
—
—
—
—
—
—
—
—
—
—
33.9
21.2
55.1
2023
91.9
—
—
—
—
—
—
—
—
—
—
—
2.0
2.0
Subtotal
3,859.4
11.6
16.1
167.3
343.4
390.6
407.0
443.4
480.2
519.7
614.8
559.8
134.0
4,087.9
Europe Insolvency
2014
(2)
10.9
—
—
—
4.3
3.9
3.2
2.6
1.6
0.8
0.3
0.2
0.1
17.0
2015
19.0
—
—
—
3.0
4.4
5.0
4.8
3.9
2.9
1.6
0.7
0.1
26.4
2016
39.3
—
—
—
—
6.2
12.7
12.9
10.7
8.0
6.0
2.7
0.5
59.7
2017
39.2
—
—
—
—
—
1.2
7.9
9.2
9.8
9.4
6.5
1.3
45.3
2018
44.9
—
—
—
—
—
—
0.6
8.4
10.3
11.7
9.8
1.9
42.7
2019
77.2
—
—
—
—
—
—
—
5.0
21.1
23.9
21.0
4.7
75.7
2020
105.4
—
—
—
—
—
—
—
—
6.1
34.7
34.1
8.2
83.1
2021
53.2
—
—
—
—
—
—
—
—
—
5.5
14.4
3.7
23.6
2022
44.6
—
—
—
—
—
—
—
—
—
—
4.5
3.0
7.5
2023
7.4
—
—
—
—
—
—
—
—
—
—
—
0.1
0.1
Subtotal
441.1
—
—
—
7.3
14.5
22.1
28.8
38.8
59.0
93.1
93.9
23.6
381.1
Total Europe
4,300.5
11.6
16.1
167.3
350.7
405.1
429.1
472.2
519.0
578.7
707.9
653.7
157.6
4,469.0
Total PRA Group
$
12,931.2
$
3,995.6
$
1,142.4
$
1,378.9
$
1,539.8
$
1,492.1
$
1,512.5
$
1,625.3
$
1,841.5
$
2,005.8
$
2,062.3
$
1,729.1
$
411.3
$
20,736.6
(1)
Non-U.S. amounts are presented using the average exchange rates during the cash collection period.
(2)
Includes finance receivables portfolios that were acquired through the acquisition of Aktiv Kapital AS in 2014 (as described in our 2022 Form 10-K).
(3)
Includes the nonperforming loan portfolios that were acquired through our business acquisitions.
(4)
Non-U.S. amounts are presented at the exchange rate at the end of the year in which the portfolio was purchased. In addition, any purchase price adjustments that occur throughout the life of the pool are presented at the year-end exchange rate for the respective year of purchase.
35
Estimated Remaining Collections
The following chart shows our ERC
of $5,674.7 million at
March 31, 2023 by geographical region (amounts in millions).
The following chart shows our ERC by year for the 12 month periods ending March 31 in each of the years presented below. The forecast amounts reflect our estimate at March 31, 2023 of how much we expect to collect on our portfolios. These estimates are translated to U.S. dollars at the March 31, 2023 exchange rate.
36
The following table displays our ERC by year for the 12 month periods ending March 31 in each of the years presented below, by year, by geography as of March 31, 2023 (amounts in thousands).
ERC By Year, By Geography
Americas and Australia Core
Americas Insolvency
Europe Core
Europe Insolvency
Total
2024
$
767,512
$
87,607
$
491,234
$
78,770
$
1,425,123
2025
546,874
57,569
409,335
58,775
1,072,553
2026
352,465
33,871
341,733
38,142
766,211
2027
236,649
17,083
289,035
22,074
564,841
2028
163,723
7,239
246,997
10,939
428,898
2029
114,426
1,021
212,693
4,571
332,711
2030
80,830
11
180,413
1,242
262,496
2031
58,306
—
151,132
283
209,721
2032
39,433
—
128,611
239
168,283
2033
26,007
—
108,574
200
134,781
Thereafter
3,685
—
304,882
496
309,063
$
2,389,910
$
204,401
$
2,864,639
$
215,731
$
5,674,681
Seasonality
Customer payment patterns in all of the countries in which we operate can be affected by seasonal employment trends, income tax refunds, and holiday spending habits. Typically cash collections in the Americas tend to be higher in the first half of the year due to the high volume of income tax refunds received by individuals in the U.S., and trend lower as the year progresses. In the first quarter of 2023 and the first half of 2022, this seasonal trend was not as pronounced. Additionally, 2021 deviated from usual seasonal patterns due to the impact of the COVID-19 pandemic.
Cash Collections
The following table displays our quarterly cash collections by geography and portfolio type for the periods indicated (amounts in thousands).
Cash Collections by Geography and Type
2023
2022
2021
Q1
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Americas and Australia Core
$
227,960
$
205,619
$
225,775
$
244,377
$
270,284
$
257,705
$
276,691
$
324,845
Americas Insolvency
25,751
27,971
31,911
34,278
35,209
36,851
37,464
37,768
Europe Core
134,005
134,016
132,072
142,470
151,162
155,853
151,625
157,637
Europe Insolvency
23,568
24,051
22,586
22,935
24,325
23,262
22,574
23,579
Total Cash Collections
$
411,284
$
391,657
$
412,344
$
444,060
$
480,980
$
473,671
$
488,354
$
543,829
The following table provides additional details on the composition of our Core cash collections for the periods indicated (amounts in thousands).
Cash Collections by Source - Core Portfolios Only
2023
2022
2021
Q1
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Call Center and Other Collections
$
236,415
$
216,182
$
235,832
$
260,764
$
291,266
$
283,606
$
298,717
$
338,022
External Legal Collections
54,934
48,925
49,243
50,996
55,179
55,760
54,445
61,836
Internal Legal Collections
70,616
74,528
72,772
75,087
75,001
74,192
75,154
82,624
Total Core Cash Collections
$
361,965
$
339,635
$
357,847
$
386,847
$
421,446
$
413,558
$
428,316
$
482,482
37
Collections Productivity (U.S. Portfolio)
The following table displays a collections productivity measure for our U.S. Portfolios for the periods indicated.
Cash Collections per Collector Hour Paid
U.S. Portfolio
Call center and other cash collections
(1)
2023
2022
2021
2020
2019
First Quarter
$
207
$
261
$
279
$
172
$
139
Second Quarter
—
226
270
263
139
Third Quarter
—
210
242
246
124
Fourth Quarter
—
186
232
204
128
(1)
Represents total cash collections less internal legal cash collections, external legal cash collections, and insolvency cash collections from trustee-administered accounts.
Cash Efficiency Ratio
The following table displays our cash efficiency ratio for the periods indicated.
Cash Efficiency Ratio
(1)
2023
2022
2021
2020
2019
First Quarter
54.3%
65.1%
68.0%
61.5%
59.2%
Second Quarter
—
61.3
66.8
68.7
60.4
Third Quarter
—
58.4
62.4
65.6
60.2
Fourth Quarter
—
58.6
63.5
61.9
59.7
Full Year
—
61.0
65.3
64.5
59.9
(1) Calculated by dividing cash receipts less operating expenses by cash receipts.
Portfolio Acquisitions
The following graph shows the purchase price of our portfolios by year since 2013. It also includes the acquisition date nonperforming loan portfolios that were acquired through our business acquisitions. The 2023 total represents portfolio acquisitions through the three months ended March 31, 2023 while the prior year totals are for the full year.
* 2014 includes portfolios acquired in connection with the acquisition of Aktiv Kapital AS in 2014 (as described in our 2022 Form 10-K).
38
The following table displays our quarterly portfolio acquisitions for the periods indicated (amounts in thousands).
Portfolio Acquisitions by Geography and Type
2023
2022
2021
Q1
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Americas and Australia Core
$
116,867
$
118,581
$
100,780
$
99,962
$
90,639
$
90,263
$
162,451
$
98,901
Americas Insolvency
15,701
8,967
8,988
6,369
9,118
21,183
9,878
14,642
Europe Core
90,454
140,011
59,426
123,814
38,764
60,430
212,194
106,134
Europe Insolvency
7,203
20,535
13,910
1,202
8,929
29,820
7,424
—
Total Portfolio Acquisitions
$
230,225
$
288,094
$
183,104
$
231,347
$
147,450
$
201,696
$
391,947
$
219,677
Portfolio Acquisitions by Stratification (U.S. Only)
The following table categorizes our quarterly U.S. portfolio acquisitions for the periods indicated into major asset type and delinquency category. Since our inception in 1996, we have acquired more than
60 million c
ustomer accounts in the U.S. (amounts in thousands).
U.S Portfolio Acquisitions by Major Asset Type
2023
2022
Q1
Q4
Q3
Q2
Q1
Major Credit Cards
$
13,234
12.1
%
$
10,242
11.7
%
$
10,236
15.8
%
$
20,673
26.7
%
$
18,160
23.0
%
Private Label Credit Cards
66,652
60.9
60,380
69.0
44,727
68.8
52,368
67.4
46,195
58.6
Consumer Finance
28,051
25.6
16,366
18.7
9,396
14.4
2,062
2.7
13,968
17.7
Auto Related
1,481
1.4
515
0.6
630
1.0
2,443
3.2
514
0.7
Total
$
109,418
100.0
%
$
87,503
100.0
%
$
64,989
100.0
%
$
77,546
100.0
%
$
78,837
100.0
%
U.S. Portfolio Acquisitions by Delinquency Category
2023
2022
Q1
Q4
Q3
Q2
Q1
Fresh
(1)
$
70,053
74.8
%
$
55,117
70.2
%
$
30,510
54.5
%
$
28,235
39.7
%
$
29,077
41.7
%
Primary
(2)
3,863
4.1
511
0.7
587
1.0
369
0.5
11,445
16.4
Secondary
(3)
17,789
19.0
21,620
27.5
19,886
35.5
28,148
39.5
26,748
38.4
Other
(4)
2,012
2.1
1,288
1.6
5,018
9.0
14,425
20.3
2,449
3.5
Total Core
93,717
100.0
%
78,536
100.0
%
56,001
100.0
%
71,177
100.0
%
69,719
100.0
%
Insolvency
15,701
8,967
8,988
6,369
9,118
Total
$
109,418
$
87,503
$
64,989
$
77,546
$
78,837
(1)
Fresh accounts are typically past due 120 to 270 days, charged-off by the credit originator and sold prior to any post-charge-off collection activity.
(2)
Primary accounts are typically 240 to 450 days past due, charged-off and have been previously placed with one contingent fee servicer.
(3)
Secondary accounts are typically 360 to 630 days past due, charged-off and have been previously placed with two contingent fee servicers.
(4)
Other accounts are 480 days or more past due, charged-off and have previously been worked by three or more contingent fee servicers.
Non-GAAP Financial Measures
We report our financial results in accordance with U.S. generally accepted accounting principles ("GAAP"). However, our management uses certain non-GAAP financial measures, including adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"), to evaluate our operating and financial performance as well as to set performance goals. We present Adjusted EBITDA because we consider it an important supplemental measure of operations and financial performance. Our management believes Adjusted EBITDA helps provide enhanced period-to-period comparability of operations and financial performance, as it excludes certain items whose fluctuations from period to period do not necessarily correspond to changes in the operations of our business, and is useful to investors as other companies in the industry report
39
similar financial measures. Adjusted EBITDA should not be considered as an alternative to net income determined in accordance with GAAP. In addition, our calculation of Adjusted EBITDA may not be comparable to the calculation of similarly titled measures presented by other companies.
Adjusted EBITDA is calculated starting with our GAAP financial measure, net income attributable to PRA Group, Inc. and is adjusted for:
•
income tax expense (or less income tax benefit);
•
foreign exchange loss (or less foreign exchange gain);
•
interest expense, net (or less interest income, net);
•
other expense (or less other income);
•
depreciation and amortization;
•
net income attributable to noncontrolling interests; and
•
recoveries applied to negative allowance less changes in expected recoveries.
The following table is a reconciliation of net income, as reported in accordance with GAAP, to Adjusted EBITDA for the last 12 months ("LTM") as of March 31, 2023 and for the year ended December 31, 2022 (amounts in thousands):
Reconciliation of Non-GAAP Financial Measures
LTM
For the Year Ended
March 31, 2023
December 31, 2022
Net income attributable to PRA Group, Inc.
$
18,546
$
117,147
Adjustments:
Income tax expense
13,525
36,787
Foreign exchange gains
(1,508)
(985)
Interest expense, net
137,212
130,677
Other expense
(1)
1,485
1,325
Depreciation and amortization
15,054
15,243
Adjustment for net income attributable to noncontrolling interests
10,931
851
Recoveries applied to negative allowance less Changes in expected recoveries
820,206
805,942
Adjusted EBITDA
$
1,015,451
$
1,106,987
(1) Other expense reflects non-operating related activity.
Additionally, we evaluate our business using certain ratios that use Adjusted EBITDA, including Debt to Adjusted EBITDA, which is calculated by dividing borrowings by Adjusted EBITDA.
The following table reflects our ratios of Debt to Adjusted EBITDA for the LTM as of March 31, 2023 and for the year ended December 31, 2022 (amounts in thousands)
:
Debt to Adjusted EBITDA
LTM
LTM
For the Year Ended
March 31, 2023
March 31, 2023
(1)
December 31, 2022
Borrowings
$
2,937,895
$
2,592,895
$
2,494,858
Adjusted EBITDA
1,015,451
1,015,451
1,106,987
Debt to Adjusted EBITDA
2.89
x
2.55
x
2.25
x
(1) For the LTM as of March 31, 2023, as adjusted, assuming repayment of our 2023 Notes on March 31, 2023.
40
Liquidity and Capital Resources
We actively manage our liquidity to help provide access to sufficient funding to meet our business needs and financial obligations.
Sources of Liquidity
Cash and cash equivalents
. As of March 31, 2023, cash and cash equivalents totale
d $116.5 million, of which $88.4 million consisted of cash on hand related to international operations with indefinitely reinvested earn
ings. See the "Undistributed Earnings of International Subsidiaries" section below for more information.
Restricted cash and cash equivalents.
At March 31, 2023, we had total restricted cash and cash equivalents of $359.2 million, which we will use to retire all or a portion of our $345.0 million aggregate principal amount of 3.50% Convertible Senior Notes due June 1, 2023 ("2023 Convertible Senior Notes"), or to satisfy any other obligations with respect to such notes, and to pay redress to customers as required by the settlement with the CFPB. For more information on the CFPB settlement, see
Note 12
to our Consolidated Financial Statements included in Part 1, Item 1 of this Quarterly Report.
Borrowings.
At March 31, 2023, we had the following borrowings outstanding and availability under our credit facilities (amounts in thousands):
Outstanding
Available without Restrictions
Available with Restrictions
(1)
Americas revolving credit
(2)
$
234,866
$
840,593
$
118,692
UK revolving credit
473,712
326,288
116,249
European revolving credit
401,438
432,588
201,866
Term loan
447,500
—
—
Senior Notes
1,050,000
—
—
Convertible Notes
345,000
—
—
Less: Debt discounts and issuance costs
(14,621)
—
—
Total
$
2,937,895
$
1,599,469
$
436,807
(1) Available borrowings after calculation of current borrowing base and debt covenants as of March 31, 2023.
(2) Includes North American revolving credit facility and Colombian revolving credit facility.
On February 6, 2023, we completed the private offering of $400.0 million in aggregate principal amount of our 8.375% Senior Notes due February 1, 2028 ("2028 Notes").
We deposited $345.0 million of the net proceeds from the offering into a newly-formed segregated deposit account, included in Restricted cash and cash equivalents on our Consolidated Balance Sheets, and will use such proceeds to retire all or any portion of our 2023 Convertible Notes or to satisfy any other obligations with respect to our 2023 Convertible Notes. We used the remainder of the net proceeds from the offering to repay a portion of our outstanding borrowings under our North American revolving credit facility.
Interest-bearing deposits.
Per the terms of our European credit facility, we are permitted to obtain interest-bearing deposit funding of up to SEK 1.2 billion (approximat
ely $115.8 mil
lion as of March 31, 2023). Interest-bearing deposits as of March 31, 2023 w
ere $108.8 million.
Furthermore, we have the ability to slow the purchase of nonperforming loans if necessary, and use the net cash flow generated from our cash collections from our portfolio of existing nonperforming loans to temporarily service our debt and fund existing operations. For example, we invested $850.0 million in portfolio acquisitions in 2022. The portfolios acquired in 2022 generated $109.4 million of cash collections, representing only 6.3% of 2022 cash collections.
Uses of Liquidity and Material Cash Requirements
Forward Flows.
Contractual obligations over the next year are primarily related to portfolio purchase commitments. As of March 31, 2023, we have forward flow commitments in place for the purchase of nonperforming loans with a maximum purchase pri
ce of $622.4 million, of which $576.3 million is due within the next 12 months. The $622.4 million is comprised of $344.6 million for the Americas and Australia and $277.8 million for Europe.
We may also enter into new or renewed forward flow commitments and close on spot transactions in addition to the aforementioned forward flow agreements.
41
Borrowings
. Of
our $2.9 billion bor
rowings at March 31, 2023, estimated interest, unused fees and principal payments for the next 12 months are approxim
ately $516.8 million, of w
hic
h, $355.3 million relate
s to principal, primarily reflecting our Convertible Senior Notes due 2023. Beyond 12 months our principal payment obligations related to debt maturities occur betwe
en one and seven years.
Many of our financing arrangements include restrictive covenants with which we must comply including a covenant that requires us to maintain positive consolidated income from operations during any fiscal quarter. We incurred a net loss from operations of $33.6 million for the three months ended March 31, 2023. We requested and were granted a one-time prospective waiver by lenders under each of our credit facilities prior to the date we were required to report and certify compliance with the covenant requiring us to maintain positive consolidated income from operations. The effect of granting the waiver prior to certification date for such compliance resulted in us maintaining compliance with the applicable financial covenants of our credit facilities as of March 31, 2023. Following the receipt of the covenant waiver on May 5, 2023, we were in compliance with the remaining applicable financial covenants of our financing arrangements as of March 31, 2023. For more information, see
Note 6
to our Consolidated Financial Statements included in Part 1, Item 1 of this Quarterly Report.
Share Repurchases
. On February 25, 2022, we completed our $230.0 million share repurchase program. Also on February 25, 2022, our Board of Directors approved a new share repurchase program under which we are authorized to repurchase up to $150.0 million of our outstanding common stock. Repurchases may be made from time-to-time in open market transactions, through privately negotiated transactions, in block transactions, through purchases made in accordance with trading plans adopted under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other methods, subject to market and/or other conditions and applicable regulatory requirements. The new share repurchase program has no stated expiration date and does not obligate us to repurchase any specified amount of shares, remains subject to the discretion of our Board of Directors and, subject to compliance with applicable laws, may be modified, suspended or discontinued at any time. During the three months ended March 31, 2023, we did not repurchase any shares of our common stock. As of March 31, 2023, we had $67.7 million remaining for share repurchases under the new program. For more information, see
Item 2
included in Part II of this Quarterly Report.
Leases.
The majority of our leases have remaining lease terms of one to 14 years. As of March 31, 2023, we had $57.9 million in lease liabilities, of which appr
oximately $10.5 million matu
res within the next 12 months. For more information, see
Note 5
to our Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report.
Derivatives
. Derivative financial instruments are entered into to reduce our exposure to fluctuations in interest rates on variable rate debt and foreign currency exchange rates. As of March 31, 2023, we had $10.1 million of derivative liabilities, all of which mature within the next
12 months. For more information, see
Note
7
to our Consolidated Financial Statements included in Item 8 of this Quarterly Report.
We believe that funds generated from operations and from cash collections on nonperforming loan portfolios, together with existing cash, available borrowings under our revolving credit facilities and access to the capital markets will be sufficient to finance our operations, planned capital expenditures, forward flow purchase commitments, debt maturities and additional portfolio purchases during the next 12 months and beyond. We may seek to access the debt or equity capital markets as we deem appropriate, market conditions permitting. Business acquisitions or higher than expected levels of portfolio purchasing could require additional financing from other sources.
Cash Flows Analysis
The following table summarizes our cash flow activity for the three months ended March 31, 2023 compared to the three months ended March 31, 2022 (amounts in thousands):
Three Months Ended March 31,
2023
2022
$ Change
Net cash provided by (used in):
Operating activities
$
(47,521)
$
(22,744)
$
(24,777)
Investing activities
8,979
126,329
(117,350)
Financing activities
425,806
(112,647)
538,453
Effect of exchange rate on cash
3,656
910
2,746
Net increase/(decrease) in cash and cash equivalents
$
390,920
$
(8,152)
$
399,072
Operating Activities
42
Cash used in operating activities mainly reflects cash collections recognized as revenue and cash paid for operating expenses, interest and income taxes. To calculate cash used in operating activities, net (loss)/income was adjusted for (i) non-cash items included in net income such as provisions for unrealized gains and losses, changes in expected recoveries, depreciation and amortization, deferred taxes, fair value changes in equity securities, and stock-based compensation as well as (ii) changes in the balances of operating assets and liabilities, which can vary significantly in the normal course of business due to the amount and timing of payments.
Net cash used in operating activities of $47.5 million for the three months ended March 31, 2023 increased $24.8 million from net cash used in operating activities of $22.7 million for the three months ended March 31, 2022. The change was mainly driven by lower cash collections recognized as portfolio income and the impact of foreign exchange.
Investing Activities
Cash provided by investing activities mainly reflects recoveries applied to our negative allowance. Cash used in investing activities mainly reflects acquisitions of nonperforming loans and net investment activity.
Net cash provided by investing activities decreased $117.4 million during the three months ended March 31, 2023, primarily driven by an increase of $71.6 million in purchases of finance receivables, an increase of $58.5 million in purchases of investments and a decrease of $52.6 million in recoveries applied to negative allowance. These items were partially offset by an increase of $62.0 million in proceeds from sales and maturities of investments.
Financing Activities
Cash provided by financing activities is normally provided by draws on our lines of credit and proceeds from debt offerings. Cash used in financing activities is primarily driven by principal payments on our lines of credit and long-term debt.
Net cash provided by financing activities increased $538.5 million during the three months ended March 31, 2023, primarily driven by the proceeds from the issuance of our 2028 Notes of $400.0 million, a $92.4 million change from net payments on our lines of credit in the prior year quarter to net draws on our lines of credit in the current year quarter and a decrease in our purchases of common stock of $48.7 million.
Undistributed Earnings of International Subsidiaries
We intend to use predominantly all of our accumulated and future undistributed earnings of international subsidiaries to expand operations outside the U.S.; therefore, such undistributed earnings of international subsidiaries are considered to be indefinitely reinvested outside the U.S. Accordingly, no provision for income tax and withholding tax has been provided thereon. If management's intentions change and eligible undistributed earnings of international subsidiaries are repatriated, we could be subject to additional income taxes and withholding taxes. This could result in a higher effective tax rate in the period in which such a decision is made to repatriate accumulated or future undistributed international earnings. The amount of cash on hand related to international operations with indefinitely reinvested earnings was $88.4 million and $75.3 million as of March 31, 2023 and December 31, 2022, respectively. Refer to
Note 11
to our Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report for further information related to our income taxes and undistributed international earnings.
Recent Accounting Pronouncements
For a summary of recent accounting pronouncements and the anticipated effects on our Consolidated Financial Statements see
Note 13
to our Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report.
Critical Accounting Estimates
Our Consolidated Financial Statements have been prepared in accordance with GAAP. Some of our significant accounting policies require that we use estimates, assumptions and judgments that affect the reported amounts of revenues, expenses, assets and liabilities. For a discussion of our significant accounting policies, refer to Note 1 to our Consolidated Financial Statements included in Item 8 of our 2022 Form 10-K.
We consider accounting estimates to be critical if (1) the accounting estimates made involve a significant level of estimation uncertainty and (2) have had or are reasonably likely to have a material impact on our financial condition or results of operations.
We base our estimates on historical experience, current trends and various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. If these estimates differ significantly from actual results, the impact on our Consolidated Financial Statements may be material.
43
We have determined that the following accounting policies involve critical estimates:
Revenue Recognition - Finance Receivables
Revenue recognition for finance receivables involves the use of estimates and the exercise of judgment on the part of management. These estimates include projections of the amount and timing of cash collections we expect to receive from our pools of accounts. We review individual pools for trends, actual performance versus projections and curve shape (a graphical depiction of the amount and timing of cash collections). We then project ERC and then apply a discounted cash flow methodology to our ERC. Adjustments to ERC may include adjustments reflecting recent collection trends, our view of current and future economic conditions, changes in collection assumptions or other timing related adjustments that could impact TEC. In the first quarter of 2023, we assessed certain pools, where lower levels of performance occurred due to a softer tax season than anticipated in the U.S. coupled with a more normalized collection environment globally. The reduced performance levels in the first quarter resulted in write downs to our ERC primarily in the U.S. Core portfolio.
Significant changes in our cash flow estimates could result in increased or decreased revenue as we immediately recognize the discounted value of such changes using the constant effective interest rate of the pool. Generally, adjustments to estimated cash forecasts for performance experienced in the current period result in an adjustment to revenue at an amount less than the impact of the overperformance due to the effects of discounting. Additionally, cash collection forecast increases will generally result in more revenue being recognized and cash collection forecast decreases will generally result in less revenue being recognized over the life of the pool. As we continue to perform against expectations, performance may vary, which could result in additional adjustments to our cash flow forecasts with a corresponding adjustment to total portfolio revenue.
Income Taxes
We are subject to income taxes throughout the U.S. and in numerous international jurisdictions. These tax laws are complex and are subject to different interpretations by the taxpayer and the relevant government taxing authorities. When determining our domestic and non-U.S. income tax expense, we make judgments about the application of these inherently complex laws.
We record a tax provision for the anticipated tax consequences of the reported results of operations. The provision for income taxes is estimated using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled.
We exercise significant judgment in estimating the potential exposure to unresolved tax matters and apply a more likely than not criteria approach for recording tax benefits related to uncertain tax positions in the application of the complex tax laws. While actual results could vary, we believe we have adequate tax accruals with respect to the ultimate outcome of such unresolved tax matters. We record interest and penalties related to unresolved tax matters as a component of income tax expense when the more likely than not standards are met.
If all or part of the deferred tax assets are determined not to be realizable in the future, we would establish a valuation allowance and charge to earnings the impact in the period such a determination is made. If we subsequently realize deferred tax assets that were previously determined to be unrealizable, the respective valuation allowance would be reversed, resulting in a positive adjustment to earnings. The establishment or release of a valuation allowance does not have an impact on cash, nor does such an allowance preclude the use of loss carryforwards or other deferred tax assets in future periods. The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our results of operations and financial position. For further information regarding our uncertain tax positions, refer to Note 13 to our Consolidated Financial Statements included in Item 8 of our 2022 Form 10-K.
44
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our activities are subject to various financial risks, including market risk, currency and interest rate risk, credit risk, liquidity risk and cash flow risk. Our financial risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our financial performance. We may periodically enter into derivative financial instruments, typically interest rate and currency derivatives, to reduce our exposure to fluctuations in interest rates on variable rate debt, fluctuations in currency rates and their impact on earnings and cash flows. We do not utilize derivative financial instruments with a level of complexity or with a risk greater than the exposure to be managed nor do we enter into or hold derivatives for trading or speculative purposes. Derivative instruments involve, to varying degrees, elements of non-performance, or credit risk. We do not believe that we currently face a significant risk of loss in the event of non-performance by the counterparties associated with these instruments as these transactions were executed with a diversified group of major financial institutions with an investment-grade credit rating. Our intention is to spread our counterparty credit risk across a number of counterparties so that exposure to a single counterparty is minimized.
Interest Rate Risk
We are subject to interest rate risk from outstanding borrowings on our variable rate credit facilities. As such, our consolidated financial results are subject to fluctuations due to changes in the market rate of interest. We assess this interest rate risk by estimating the increase or decrease in interest expense that would occur due to a change in short-term interest rates. The borrowings on our variable rate credit facilities were a
pproximately $1.6 billion as o
f March 31, 2023. Based on our debt structure at March 31, 2023, assuming a 50 b
asis point decrease in interest rates, for example, interest expense over the following 12 months would decrease by an estimated $4.3 million. Assuming a 50 basis point increase in interest rates, interest expense over the following 12 months would increase by an estimated $4.3 million.
To reduce the exposure to changes in the market rate of interest and to be in compliance with the terms of our European and our UK revolving credit facilities, we have entered into interest rate derivative contracts for a portion of our borrowings under our floating rate financing arrangements. As of March 31, 2023, we are 68% hedged on a notional basis. We apply hedge accounting to certain of our interest rate derivative contracts. By applying hedge accounting, changes in market value are reflected as adjustments in Other comprehensive (loss)/income. All derivatives to which we ha
ve applied hedge accounting were evaluated and remained highly effective at March 31, 2023. Terms of the interest rate derivative contracts require us to receive a variable interest rate and pay a fixed interest rate. The sensitivity calculations above consider the impact of our interest rate derivative contracts and zero interest rate floors on revolving loans under our North America, UK and European credit facilities.
Currency Exchange Risk
We operate internationally and enter into transactions denominated in various foreign currencies. During the three months ended March 31, 2023, we gen
erated $96.3 million of reven
ues from operations outside the U.S. and used 12 functional currencies, excluding the U.S. dollar. Weakness in one particular currency might be offset by strength in other currencies over time.
As a result of our international operations, fluctuations in foreign currencies could cause us to incur foreign currency exchange gains and losses, and could adversely affect our comprehensive income and stockholders' equity. Additionally, our reported financial results could change from period to period due solely to fluctuations between currencies.
Foreign currency gains and losses are primarily the result of the re-measurement of transactions in certain other currencies into an entity's functional currency. Foreign currency gains and losses are included as a component of other income and (expense) in our Consolidated Income Statements. From time to time we may elect to enter into foreign exchange derivative contracts to reduce these variations in our Consolidated Income Statements.
When an entity's functional currency is different than the reporting currency of its parent, foreign currency translation adjustments may occur. Foreign currency translation adjustments are included as a component of other comprehensive (loss)/income in our Consolidated Statements of Comprehensive Income and as a component of equity in our Consolidated Balance Sheets.
We have taken measures to mitigate the impact of foreign currency fluctuations. We have organized our European operations such that portfolio ownership and collections generally occur within the same entity. Our UK and European credit facilities are multi-currency facilities, allowing us to better match funding and portfolio acquisitions by currency. We actively monitor the value of our finance receivables by currency. In the event adjustments are required to our liability composition by currency we may, from time to time, execute re-balancing foreign exchange contracts to more closely align funding and portfolio acquisitions by currency.
45
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures.
We maintain disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. We conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this evaluation, the principal executive officer and principal financial officer have concluded that, as of March 31, 2023, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting.
There was no change in our internal control over financial reporting that occurred during the quarter ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
46
Part II. Other Information
Item 1. Legal Proceedings
For information regarding legal proceedings as of March 31, 2023, refer to
Note 12
to our Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report.
Item 1A. Risk Factors
There have been no material changes in our risk factors from those disclosed in Part I, Item 1A, of our 2022 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Share Repurchase Programs
On February 25, 2022, we completed our $230.0 million share repurchase program. Also on February 25, 2022, our Board of Directors approved a new share repurchase program under which we are authorized to repurchase up to $150.0 million of our outstanding common stock. For more information, see
Part I, Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources"
in this Quarterly Report.
We did not repurchase any common stock during the quarter ended March 31, 2023.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
3.1
Fifth Amended and Restated Certificate of Incorporation of PRA Group, Inc. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed June 17, 2020 (File No. 000-50058)).
3.2
Amended and Restated By-Laws of PRA Group, Inc. (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed June 17, 2020
(File No. 000-50058)).
4.1
Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 of Amendment No. 1 to the Registration Statement on Form S-1 filed October 15, 2002 (Registration No. 333-99225)).
4.2
Form of Warrant (Incorporated by reference to Exhibit 4.2 of Amendment No. 2 to the Registration Statement on Form S-1 filed October 30, 2002 (Registration No. 333-99225)).
4.3
Indenture, dated May 26, 2017 between PRA Group, Inc. and Regions Bank, as trustee (Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed May 26, 2017
(File No. 000-50058)
).
4.4
First Supplemental Indenture, dated as of March 31, 2021 between PRA Group, Inc. and Regions Bank, as trustee (Incorporated by reference to Exhibit 4.4 of the Quarterly Report on Form 10-Q filed August 05, 2021 (File No. 000-50058))
.
4.5
Indenture, dated as of August 27, 2020 among PRA Group Inc., the domestic subsidiaries of PRA Group Inc., party thereto and Regions Bank as trustee (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed September 1, 2020
(File No. 000-50058)
).
4.6
Indenture, dated as of September 22, 2021 among PRA Group Inc., the domestic subsidiaries of PRA Group Inc., party thereto and Regions Banks, as trustee (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed September 24, 2021 (File No. 000-50058)).
4.7
Indenture, dated as of February 6, 2023, among PRA Group, Inc., the domestic subsidiaries of PRA Group, Inc., party thereto and Regions Bank, as trustee (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed February 6, 2023 (File No. 000-50058)).
4.8
Description of the Registrant's Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.3 of the Annual Report on Form 10-K filed February 26, 2021
(File No. 000-50058)
).
10.1*
Executed Offer of Employment, dated March 24, 2023 by and between Vikram A. Atal and PRA Group, Inc. (filed herewith).
10.2*
Form of Performance Stock Unit Agreement (filed herewith).
31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).
47
31.2
Certification of the Chief Financial Officer 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 Section 906 of the Sarbanes Oxley Act of 2002 (filed herewith).
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkable Document
101.LAB
XBRL Taxonomy Extension Label Linkable Document
101.PRE
XBRL Taxonomy Extension Presentation Linkable Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Denotes management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate.
48
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.
PRA Group, Inc.
(Registrant)
May 8, 2023
By:
/s/ Vikram A. Atal
Vikram A. Atal
President and Chief Executive Officer
(Principal Executive Officer)
May 8, 2023
By:
/s/ Peter M. Graham
Peter M. Graham
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
49