PRA (PRAA) - 2023 Q2 - Quarterly Report

Part I. Financial Information Item 1. Financial Statements (Unaudited) PRA Group's unaudited financial statements reveal increased assets and borrowings, significant declines in net income and diluted EPS, and a shift to net cash used in investing activities Consolidated Balance Sheets PRA Group's balance sheet reflects increased total assets, primarily from finance receivables, alongside higher liabilities due to borrowings, and a slight decrease in total equity Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | Change (%) | | :------------------------- | :------------ | :---------------- | :--------- | | Total assets | $4,320,859 | $4,175,674 | +3.47% | | Finance receivables, net | $3,424,548 | $3,295,008 | +3.93% | | Total liabilities | $3,081,185 | $2,888,924 | +6.65% | | Borrowings | $2,739,667 | $2,494,858 | +9.81% | | Total equity | $1,239,674 | $1,286,750 | -3.66% | Consolidated Income Statements PRA Group reported a significant decrease in net income and diluted EPS for both the three and six months ended June 30, 2023, driven by lower revenues and higher interest expense Consolidated Income Statement Highlights (in thousands, except per share amounts) | Metric | 3 Months Ended June 30, 2023 (in thousands) | 3 Months Ended June 30, 2022 (in thousands) | 6 Months Ended June 30, 2023 (in thousands) | 6 Months Ended June 30, 2022 (in thousands) | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total revenues | $209,236 | $258,262 | $364,706 | $498,867 | | Income from operations | $45,561 | $83,737 | $11,917 | $155,704 | | Interest expense, net | $(43,022) | $(31,562) | $(81,305) | $(63,310) | | Net income/(loss) | $1,160 | $39,136 | $(52,743) | $73,754 | | Diluted EPS | $(0.10) | $0.91 | $(1.60) | $1.88 | Consolidated Statements of Comprehensive Income Total comprehensive income for Q2 2023 improved significantly due to positive currency translation, while the six-month period showed a total comprehensive loss Consolidated Statements of Comprehensive Income Highlights (in thousands) | Metric | 3 Months Ended June 30, 2023 (in thousands) | 3 Months Ended June 30, 2022 (in thousands) | 6 Months Ended June 30, 2023 (in thousands) | 6 Months Ended June 30, 2022 (in thousands) | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income/(loss) | $1,160 | $39,136 | $(52,743) | $73,754 | | Currency translation adjustments | $7,083 | $(115,536) | $5,533 | $(103,266) | | Cash flow hedges | $5,719 | $5,837 | $888 | $24,417 | | Total comprehensive income/(loss) | $13,882 | $(70,805) | $(46,274) | $(5,497) | Consolidated Statements of Changes in Equity Total equity decreased from December 31, 2022, to June 30, 2023, primarily due to a net loss and negative adjustments from accumulated other comprehensive loss Consolidated Statements of Changes in Equity Highlights (in thousands) | Metric | Balance at Dec 31, 2022 (in thousands) | Balance at Jun 30, 2023 (in thousands) | Change (in thousands) | | :-------------------------------- | :---------------------- | :---------------------- | :----- | | Common Stock | $390 | $392 | +$2 | | Additional Paid-In Capital | $2,172 | $2,541 | +$369 | | Retained Earnings | $1,573,025 | $1,510,592 | $(62,433) | | Accumulated Other Comprehensive Loss | $(347,926) | $(348,000) | $(74) | | Noncontrolling Interest | $59,089 | $74,149 | +$15,060 | | Total Equity | $1,286,750 | $1,239,674 | $(47,076) | Consolidated Statements of Cash Flows Net cash used in operating and investing activities increased for the six months ended June 30, 2023, while net cash provided by financing activities rose significantly Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | 6 Months Ended June 30, 2023 (in thousands) | 6 Months Ended June 30, 2022 (in thousands) | Change (in thousands) | | :-------------------------------- | :--------------------------- | :--------------------------- | :----- | | Net cash provided by/(used in) operating activities | $(80,839) | $(41,764) | $(39,075) | | Net cash provided by/(used in) investing activities | $(93,967) | $147,010 | $(240,977) | | Net cash provided by/(used in) financing activities | $208,496 | $(110,244) | $318,740 | | Net increase/(decrease) in cash and cash equivalents | $39,906 | $(19,956) | $59,862 | | Cash and cash equivalents, end of period | $124,665 | $69,116 | +$55,549 | Notes to Consolidated Financial Statements The notes detail PRA Group's accounting policies, financial instruments, and specific balance sheet and income statement items, covering global operations, borrowings, and contingencies 1. Organization and Business PRA Group is a global financial services company focused on purchasing and managing nonperforming loan portfolios, operating as one accounts receivable management segment - PRA Group's primary business is the purchase, collection, and management of nonperforming loan portfolios globally[24] - The company operates as one reportable segment: accounts receivable management, based on similarities in economic characteristics, products, services, and customer types[31] Revenues by Geographical Location (in thousands) | Geographic Segment | 3 Months Ended June 30, 2023 (in thousands) | 3 Months Ended June 30, 2022 (in thousands) | 6 Months Ended June 30, 2023 (in thousands) | 6 Months Ended June 30, 2022 (in thousands) | | :----------------- | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | | U.S. | $94,246 | $136,852 | $153,393 | $288,277 | | United Kingdom | $35,261 | $45,880 | $68,570 | $89,834 | | Brazil | $25,369 | $12,814 | $44,635 | $32,080 | | Other | $54,360 | $62,716 | $98,108 | $88,676 | | Total | $209,236 | $258,262 | $364,706 | $498,867 | 2. Finance Receivables, net Finance receivables, net, increased, with Q2 2023 showing positive changes in expected recoveries from Europe and South America, but a net negative for the six months due to reduced U.S. call center cash flows Finance Receivables, Net (in thousands) | Metric | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------- | :------------ | :---------------- | | Finance receivables, net | $3,424,548 | $3,295,008 | - For the three months ended June 30, 2023, changes in expected recoveries were a net positive $21.1 million, including $25.3 million from overperformance largely from Europe and South America, offset by a $4.2 million negative adjustment to future expected recoveries[45] - For the six months ended June 30, 2023, changes in expected recoveries were a net negative $15.8 million, including $29.2 million from overperformance in Europe and South America, but offset by a $45.0 million negative adjustment to future expected recoveries due to weaker U.S. call center performance[56] 3. Investments Total investments decreased slightly, primarily comprising available-for-sale debt securities and equity securities, including private equity funds and equity method investments Investments (in thousands) | Investment Type | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :----------------------------- | :------------ | :---------------- | | Debt securities (Available-for-sale) | $62,740 | $66,813 | | Equity securities (Private equity funds) | $3,427 | $4,373 | | Equity method investments | $10,002 | $8,762 | | Total investments | $76,169 | $79,948 | - The Company has an 11.7% interest in RCB Investimentos S.A., a servicing platform for nonperforming loans in Brazil, accounted for under the equity method[61] 4. Goodwill Goodwill decreased primarily due to foreign currency translation adjustments, with the company concluding no impairment in its annual review and no triggering events identified Goodwill (in thousands) | Metric | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------- | :------------ | :---------------- | | Goodwill | $414,905 | $435,921 | - Goodwill decreased by $21.02 million for the six months ended June 30, 2023, primarily due to foreign currency translation adjustments[64] - The company performs an annual goodwill impairment review as of October 1st and found no impairment as of October 1, 2022, with no triggering events by June 30, 2023[63] 5. Leases The Company's operating lease portfolio consists of corporate offices and call centers, with total lease expense decreasing for the six months ended June 30, 2023, and lease liabilities totaling $55.72 million Total Lease Expense (in thousands) | Lease Expense | 3 Months Ended June 30, 2023 (in thousands) | 3 Months Ended June 30, 2022 (in thousands) | 6 Months Ended June 30, 2023 (in thousands) | 6 Months Ended June 30, 2022 (in thousands) | | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Operating lease expense | $2,604 | $3,088 | $5,515 | $6,320 | | Short-term lease expense | $566 | $195 | $1,027 | $1,099 | | Sublease income | $(137) | $(115) | $(275) | $(230) | | Total lease expense | $3,033 | $3,168 | $6,267 | $7,189 | - Lease liabilities at June 30, 2023, totaled $55.72 million, with $5.26 million due in the remaining six months of 2023 and $10.23 million due in 2024[68] 6. Borrowings Total borrowings increased due to higher revolving credit balances and new senior notes, partially offset by convertible note retirement, with the company remaining in compliance with all covenants Borrowings (in thousands) | Borrowing Type | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :---------------------------- | :------------ | :---------------- | | Americas revolving credit | $273,397 | $186,867 | | UK revolving credit | $512,791 | $453,528 | | Europe revolving credit | $476,089 | $419,856 | | Term loan | $445,000 | $450,000 | | Senior notes | $1,046,000 | $650,000 | | Convertible notes | $0 | $345,000 | | Total borrowings | $2,739,667 | $2,494,858 | - The Company issued $400 million in 8.375% Senior Notes due 2028 and used substantially all proceeds to retire the $345 million Convertible Senior Notes due 2023[91][101] - The Company was in compliance with all covenants of its financing arrangements as of June 30, 2023[71] 7. Derivatives The Company uses derivative financial instruments, including interest rate swaps and foreign currency contracts, to manage market exposures, not for speculation, with fair values for assets and liabilities reported - The Company uses interest rate swap agreements, interest rate caps, and foreign currency contracts to reduce exposure to interest rate and foreign currency exchange rate fluctuations, not for trading or speculative purposes[102] Fair Value of Derivative Instruments (in thousands) | Derivative Type | June 30, 2023 (Fair Value, in thousands) | December 31, 2022 (Fair Value, in thousands) | | :----------------------------- | :------------------------- | :----------------------------- | | Interest rate contracts (assets) | $39,795 | $37,305 | | Interest rate contracts (liabilities) | $540 | $0 | | Foreign currency contracts (assets) | $4,966 | $487 | | Foreign currency contracts (liabilities) | $8,576 | $19,120 | - As of June 30, 2023, the notional amount of interest rate contracts designated as cash flow hedges was $729.5 million, and foreign currency contracts not designated as hedges was $1,693.0 million[103][107] 8. Fair Value Financial instruments are categorized into a three-level fair value hierarchy, with fair values estimated using proprietary models, market quotes, or standard valuation models - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[109] Financial Instruments Not Carried at Fair Value (in thousands) | Instrument | June 30, 2023 (Carrying Amount, in thousands) | June 30, 2023 (Estimated Fair Value, in thousands) | December 31, 2022 (Carrying Amount, in thousands) | December 31, 2022 (Estimated Fair Value, in thousands) | | :---------------------- | :------------------------------ | :----------------------------------- | :---------------------------------- | :----------------------------------- | | Finance receivables, net | $3,424,548 | $3,183,414 | $3,295,008 | $3,167,813 | | Senior Notes | $1,046,000 | $913,620 | $650,000 | $580,433 | | Convertible Notes | $0 | $0 | $345,000 | $341,926 | Financial Instruments Carried at Fair Value (in thousands) | Instrument | June 30, 2023 (Total Fair Value, in thousands) | December 31, 2022 (Total Fair Value, in thousands) | | :------------------------------------ | :------------------------------- | :----------------------------------- | | Government securities | $62,740 | $66,813 | | Derivative contracts (assets) | $44,761 | $37,792 | | Derivative contracts (liabilities) | $9,116 | $19,120 | 9. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss remained stable, with a net current period other comprehensive gain for Q2 2023 primarily from cash flow hedges and currency translation adjustments Accumulated Other Comprehensive Loss by Component (in thousands) | Component | Balance at Dec 31, 2022 (in thousands) | Balance at Jun 30, 2023 (in thousands) | | :----------------------- | :---------------------- | :---------------------- | | Debt Securities Available-for-sale | $(237) | $(189) | | Cash Flow Hedges | $27,804 | $28,692 | | Currency Translation Adjustments | $(375,493) | $(376,503) | | Total Accumulated Other Comprehensive Loss | $(347,926) | $(348,000) | - For the three months ended June 30, 2023, net current period other comprehensive gain was $8.73 million, driven by $5.72 million from cash flow hedges and $3.09 million from currency translation adjustments[125] 10. Earnings per Share Basic and diluted EPS decreased significantly for both the three and six months ended June 30, 2023, reflecting a net loss attributable to PRA Group, Inc Earnings Per Share (EPS) | EPS Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :--------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Basic EPS | $(0.10) | $0.92 | $(1.60) | $1.90 | | Diluted EPS | $(0.10) | $0.91 | $(1.60) | $1.88 | - The Company did not repurchase any common stock during the six months ended June 30, 2023, and had $67.7 million remaining for share repurchases under its program[130] 11. Income Taxes The Company accounts for income taxes using the asset and liability method, intends to indefinitely reinvest international earnings, and is subject to examination for tax years from 2014 onwards - The Company intends to indefinitely reinvest international earnings, so no deferred tax liabilities are recorded for unremitted earnings[134] - Tax years subject to examination by major federal, state, and international taxing jurisdictions are 2014 and subsequent years[133] - Cash on hand related to international operations with indefinitely reinvested earnings was $83.2 million at June 30, 2023, up from $75.3 million at December 31, 2022[134] 12. Commitments and Contingencies The Company has various commitments, including employment and forward flow agreements, and is subject to routine legal matters, with reasonably possible losses not material at June 30, 2023 - Estimated future compensation under employment agreements with U.S. executive officers is $4.4 million[135][137] - The maximum remaining amount to be purchased under forward flow agreements for nonperforming loans was $557.7 million at June 30, 2023, with $535.0 million due within the next 12 months[138][227] - The aggregate range of reasonably possible losses in excess of the amount accrued for legal proceedings was not material at June 30, 2023[142] 13. Recently Issued Accounting Standards The Company does not anticipate any recently issued accounting pronouncements to have a material effect on its Consolidated Financial Statements - No material effect is expected from recently issued accounting pronouncements on the Consolidated Financial Statements[145] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's discussion highlights decreased cash collections, total revenues, and net income due to lower purchasing and higher interest rates, noting an increased Debt to Adjusted EBITDA ratio - For the three months ended June 30, 2023, total portfolio purchases were $327.8 million, total cash collections were $419.3 million, and diluted EPS was $(0.10)[151] - For the six months ended June 30, 2023, total portfolio purchases were $558.0 million, total cash collections were $830.6 million, and diluted EPS was $(1.60)[151] - Cash collections decreased by 5.6% for the three months and 10.2% for the six months ended June 30, 2023, primarily due to lower purchasing levels in recent years, particularly in U.S. call centers and Americas Insolvency[154][167] - Total portfolio revenue decreased by 18.0% for the three months and 26.9% for the six months ended June 30, 2023, largely due to lower purchasing, reduced cash overperformance, and a negative adjustment to estimated remaining collections (ERC) for certain U.S. Core portfolios[156][169] - Interest expense, net, increased by 36.3% for the three months and 28.4% for the six months ended June 30, 2023, reflecting a higher average debt balance and increased interest rates[163][177] - The company's Debt to Adjusted EBITDA ratio increased to 2.76x as of June 30, 2023, from 2.25x at December 31, 2022[220] - Estimated remaining collections (ERC) totaled $5.90 billion at June 30, 2023[151][197] Quarterly Cash Collections by Geography and Type (in thousands) | Quarter | Americas and Australia Core (in thousands) | Americas Insolvency (in thousands) | Europe Core (in thousands) | Europe Insolvency (in thousands) | Total Cash Collections (in thousands) | | :------ | :-------------------------- | :------------------ | :---------- | :---------------- | :--------------------- | | 2023 Q2 | $220,886 | $26,384 | $149,324 | $22,725 | $419,319 | | 2023 Q1 | $227,960 | $25,751 | $134,005 | $23,568 | $411,284 | | 2022 Q4 | $205,619 | $27,971 | $134,016 | $24,051 | $391,657 | | 2022 Q3 | $225,775 | $31,911 | $132,072 | $22,586 | $412,344 | | 2022 Q2 | $244,377 | $34,278 | $142,470 | $22,935 | $444,060 | | 2022 Q1 | $270,284 | $35,209 | $151,162 | $24,325 | $480,980 | Quarterly Portfolio Acquisitions by Geography and Type (in thousands) | Quarter | Americas and Australia Core (in thousands) | Americas Insolvency (in thousands) | Europe Core (in thousands) | Europe Insolvency (in thousands) | Total Portfolio Acquisitions (in thousands) | | :------ | :-------------------------- | :------------------ | :---------- | :---------------- | :--------------------------- | | 2023 Q2 | $171,440 | $12,189 | $136,834 | $7,296 | $327,759 | | 2023 Q1 | $116,867 | $15,701 | $90,454 | $7,203 | $230,225 | | 2022 Q4 | $118,581 | $8,967 | $140,011 | $20,535 | $288,094 | | 2022 Q3 | $100,780 | $8,988 | $59,426 | $13,910 | $183,104 | | 2022 Q2 | $99,962 | $6,369 | $123,814 | $1,202 | $231,347 | | 2022 Q1 | $90,639 | $9,118 | $38,764 | $8,929 | $147,450 | Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company is exposed to interest rate and currency exchange risks, which it mitigates using derivative financial instruments like interest rate and currency derivatives, hedging 62% of its variable rate debt - The Company is subject to interest rate risk from approximately $1.7 billion in variable rate credit facilities as of June 30, 2023, where a 50 basis point increase/decrease in interest rates would change interest expense by an estimated $5.4 million over 12 months[255] - To mitigate interest rate risk, the Company uses interest rate derivative contracts, hedging 62% of its notional variable rate debt as of June 30, 2023[256] - International operations expose the Company to currency exchange risk, with $115.0 million in non-U.S. revenues in Q2 2023 across 12 functional currencies, mitigated by multi-currency credit facilities and re-balancing foreign exchange contracts[257][261] Item 4. Controls and Procedures The Company's disclosure controls and procedures were deemed effective as of June 30, 2023, with no material changes in internal control over financial reporting during the quarter - The Company's disclosure controls and procedures were effective as of June 30, 2023[262] - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2023[263] Part II. Other Information Item 1. Legal Proceedings No material developments occurred in previously disclosed legal proceedings, nor were there any new material legal proceedings during the six months ended June 30, 2023 - No material developments in legal proceedings disclosed in the 2022 Form 10-K or March 31, 2023, 10-Q, and no new material legal proceedings during the six months ended June 30, 2023[144] Item 1A. Risk Factors There have been no material changes in the Company's risk factors from those disclosed in its 2022 Form 10-K - No material changes in risk factors from the 2022 Form 10-K[267] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The Company made no common stock repurchases during Q2 2023, with $67.7 million remaining in its share repurchase program, and does not currently pay regular dividends - No common stock repurchases were made during Q2 2023[268] - $67.7 million remained for share repurchases under the $150.0 million program as of June 30, 2023[230] - The Company does not currently pay regular dividends on its common stock[269] Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities - No defaults upon senior securities[270] Item 4. Mine Safety Disclosures This item is not applicable to the Company - Not applicable[271] Item 5. Other Information No directors or officers adopted or terminated Rule 10b5-1 trading arrangements during the three months ended June 30, 2023 - No Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during Q2 2023[272] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including corporate organizational documents, indentures for senior notes, certifications, and XBRL interactive data files - The exhibits include the Fifth Amended and Restated Certificate of Incorporation, Amended and Restated By-Laws, various Indentures for Senior Notes (2029, 2028, 2025), and certifications by the CEO and CFO[273][274]