PRA Group
PRA GROUP INC (Form: 10-Q, Received: 05/08/2015 14:42:06)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
FORM 10-Q
 
 
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015 .
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number: 000-50058
 
 
 
PRA Group, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
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)
 
(zip code)
(888) 772-7326
(Registrant’s telephone number, including area code)
 
 
 
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   ý     NO   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES   ý     NO   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
ý
  
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
¨
  
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES   ¨     NO   ý
The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Class
 
Outstanding as of May 5, 2015
Common Stock, $0.01 par value
 
48,320,549



PRA GROUP, INC.
INDEX
 
 
 
Page(s)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2


Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
PRA GROUP, INC.
CONSOLIDATED BALANCE SHEETS
March 31, 2015 and December 31, 2014
(unaudited)
(Amounts in thousands, except per share amounts)
 
 
March 31,
2015
 
December 31,
2014
Assets
 
 
 
Cash and cash equivalents
$
40,542

 
$
39,661

Investments
91,470

 
89,703

Finance receivables, net
1,954,772

 
2,001,790

Other receivables, net
16,834

 
12,959

Net deferred tax asset
5,771

 
6,126

Property and equipment, net
46,855

 
48,258

Goodwill
496,653

 
527,445

Intangible assets, net
10,042

 
10,933

Other assets
37,674

 
41,876

Total assets
$
2,700,613

 
$
2,778,751

Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Accounts payable
$
7,838

 
$
4,446

Accrued expenses
69,250

 
89,361

Income taxes payable
22,120

 
11,020

Other liabilities
6,725

 
5,962

Net deferred tax liability
265,661

 
255,587

Interest bearing deposits
32,439

 
27,704

Borrowings
1,479,262

 
1,482,456

Total liabilities
1,883,295

 
1,876,536

Commitments and contingencies (Note 10)

 

Stockholders’ equity:
 
 
 
Preferred stock, par value $0.01, authorized shares, 2,000, issued and outstanding shares - 0

 

Common stock, par value $0.01, 100,000 authorized shares, 48,320 issued and outstanding shares at March 31, 2015, and 49,577 issued and outstanding shares at December 31, 2014
483

 
496

Additional paid-in capital
31,339

 
111,659

Retained earnings
964,145

 
906,010

Accumulated other comprehensive (loss)
(178,649
)
 
(115,950
)
Total stockholders’ equity
817,318

 
902,215

Total liabilities and equity
$
2,700,613

 
$
2,778,751

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, 2015 and 2014
(unaudited)
(Amounts in thousands, except per share amounts)
 
 
Three Months Ended March 31,
 
2015
 
2014
Revenues:
 
 
 
Income recognized on finance receivables, net
$
228,403

 
$
177,970

Fee income
13,053

 
15,608

Other revenue
3,750

 
344

Total revenues
245,206

 
193,922

Operating expenses:
 
 
 
Compensation and employee services
65,271

 
51,385

Legal collection fees
13,691

 
10,833

Legal collection costs
20,854

 
26,533

Agent fees
8,261

 
1,450

Outside fees and services
12,797

 
10,791

Communications
10,418

 
8,963

Rent and occupancy
3,560

 
2,338

Depreciation and amortization
4,610

 
3,947

Other operating expenses
9,578

 
6,100

Total operating expenses
149,040

 
122,340

Income from operations
96,166

 
71,582

Other income and (expense):
 
 
 
Interest income
147

 
1

Interest expense
(14,923
)
 
(4,860
)
Net foreign currency transaction gain
6,789

 
8

Income before income taxes
88,179

 
66,731

Provision for income taxes
30,044

 
25,891

Net income
$
58,135

 
$
40,840

Net income per common share:
 
 
 
Basic
$
1.19

 
$
0.82

Diluted
$
1.19

 
$
0.81

Weighted average number of shares outstanding:
 
 
 
Basic
48,724

 
49,929

Diluted
49,052

 
50,363

The accompanying notes are an integral part of these consolidated financial statements.

4


PRA GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
For the three months ended March 31, 2015 and 2014
(unaudited)
(Amounts in thousands)
 
 
Three Months Ended March 31,
 
2015
 
2014
Net income
$
58,135

 
$
40,840

Other comprehensive (loss)/income:
 
 
 
Change in foreign currency translation, net of tax
(62,699
)
 
448

Total other comprehensive (loss)/income
(62,699
)
 
448

Comprehensive (loss)/income
$
(4,564
)
 
$
41,288

The accompanying notes are an integral part of these consolidated financial statements.

5


PRA GROUP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
For the three months ended March 31, 2015
(unaudited)
(Amounts in thousands)
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
Additional
 
 
 
Other
 
Total
 
Common Stock
 
Paid-in
 
Retained
 
Comprehensive
 
Stockholders’
 
Shares
 
Amount
 
Capital
 
Earnings
 
Loss
 
Equity
Balance at December 31, 2014
49,577

 
$
496

 
$
111,659

 
$
906,010

 
$
(115,950
)
 
$
902,215

Components of comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
Net income

 

 

 
58,135

 

 
58,135

Foreign currency translation adjustment

 

 

 

 
(62,699
)
 
(62,699
)
Vesting of nonvested shares
221

 
2

 
(2
)
 

 

 

Repurchase and cancellation of common stock
(1,478
)
 
(15
)
 
(77,787
)
 

 

 
(77,802
)
Amortization of share-based compensation

 

 
3,636

 

 

 
3,636

Income tax benefit from share-based compensation

 

 
4,127

 

 

 
4,127

Employee stock relinquished for payment of taxes

 

 
(10,294
)
 

 

 
(10,294
)
Balance at March 31, 2015
48,320

 
$
483

 
$
31,339

 
$
964,145

 
$
(178,649
)
 
$
817,318

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, 2015 and 2014
(unaudited)
(Amounts in thousands)
 
Three Months Ended March 31,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income
$
58,135

 
$
40,840

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Amortization of share-based compensation
3,636

 
2,836

Depreciation and amortization
4,610

 
3,947

Amortization of debt discount
1,048

 
998

Deferred tax expense
7,617

 
10,812

Net foreign currency transaction gain
(6,789
)
 
(8
)
Changes in operating assets and liabilities:
 
 
 
Other assets
4,201

 
(5,496
)
Other receivables
(3,876
)
 
821

Accounts payable
5,290

 
3,123

Income taxes receivable/payable, net
11,100

 
10,695

Accrued expenses
(21,752
)
 
(25,248
)
Other liabilities
763

 
5,927

Net cash provided by operating activities
63,983

 
49,247

Cash flows from investing activities:
 
 
 
Purchases of property and equipment
(3,212
)
 
(6,416
)
Acquisition of finance receivables, net of buybacks
(183,828
)
 
(150,087
)
Collections applied to principal on finance receivables
171,344

 
135,397

Purchase of investments
(42,705
)
 

Proceeds from sales and maturities of investments
41,189

 

Net cash used in investing activities
(17,212
)
 
(21,106
)
Cash flows from financing activities:
 
 
 
Income tax benefit from share-based compensation
4,127

 
4,115

Proceeds from lines of credit
140,976

 

Principal payments on lines of credit
(94,044
)
 

Repurchases of common stock
(77,802
)
 

Principal payments on long-term debt
(33,750
)
 
(2,500
)
Net increase in interest-bearing deposits
7,539

 

Net cash (used in)/provided by financing activities
(52,954
)
 
1,615

Effect of exchange rate on cash and cash equivalents
7,064

 
59

Net increase in cash and cash equivalents
881

 
29,815

Cash and cash equivalents, beginning of period
39,661

 
162,004

Cash and cash equivalents, end of period
$
40,542

 
$
191,819

Supplemental disclosure of cash flow information:
 
 
 
Cash paid for interest
$
14,376

 
$
5,731

Cash paid for income taxes
7,082

 
1,868

Supplemental disclosure of non-cash information:
 
 
 
Employee stock relinquished for payment of taxes
$
(10,294
)
 
$
(7,497
)
The accompanying notes are an integral part of these consolidated financial statements.


7

Table of Contents
PRA GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)



1.
Organization and Business:
Throughout this report, the terms "PRA Group," "our," "we," "us," the "Company" or similar terms refer to PRA Group, Inc. and its subsidiaries.
PRA Group, Inc., a Delaware corporation, and its subsidiaries, is a financial and business service company operating in the Americas and Europe.  The Company’s primary business is the purchase, collection and management of portfolios of defaulted consumer receivables. The Company also services receivables on behalf of clients, provides business tax revenue administration, audit, discovery and recovery services for state and local governments in the U.S., provides class action claims settlement recovery services and related payment processing to corporate clients, and provides vehicle location, skip tracing and collateral recovery services for auto lenders, governments and law enforcement.
The consolidated financial statements of the Company are prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and include the accounts of all of its subsidiaries. All significant intercompany accounts and transactions have been eliminated. Under the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280 “Segment Reporting” (“ASC 280”), the Company has determined that it has several operating segments that meet the aggregation criteria of ASC 280, and, therefore, it has one reportable segment, accounts receivable management, based on similarities among the operating units including the nature of the products and services, the nature of the production processes, the types or class of customer for their products and services, the methods used to distribute their products, and services and the nature of the regulatory environment.
The following table shows the amount of revenue generated for the three months ended March 31, 2015 and 2014 and long-lived assets held at March 31, 2015 and 2014 for the United States, the Company's country of domicile, and outside of the United States (amounts in thousands):
 
As Of And For The
 
As Of And For The
 
Three Months Ended March 31, 2015
 
Three Months Ended March 31, 2014
 
Revenues
 
Long-Lived Assets
 
Revenues
 
Long-Lived Assets
United States
$
184,671

 
$
37,141

 
$
191,188

 
$
32,669

Outside the United States
60,535

 
9,714

 
2,734

 
2,461

Total
$
245,206

 
$
46,855

 
$
193,922

 
$
35,130

Revenues are attributed to countries based on the location of the related operations. Long-lived assets consist of net property and equipment.
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”) and, therefore, do not include all information and disclosures required by U.S. GAAP for complete financial statements.  In the opinion of the Company, however, the accompanying unaudited consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s consolidated balance sheet as of March 31, 2015 , its consolidated income statements and statements of comprehensive income/(loss) for the three months ended March 31, 2015 and 2014 , its consolidated statement of changes in stockholders’ equity for the three months ended March 31, 2015 , and its consolidated statements of cash flows for the three months ended March 31, 2015 and 2014 . The consolidated income statements of the Company for the three months ended March 31, 2015 may not be indicative of future results.  Certain reclassifications have been made to prior year amounts to conform to the current year presentation. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2014 Annual Report on Form 10-K, filed on March 2, 2015.



8

Table of Contents
PRA GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


2.
Finance Receivables, net:
Changes in finance receivables, net for the three months ended March 31, 2015 and 2014 were as follows (amounts in thousands):

Three Months Ended March 31,
 
2015
 
2014
Balance at beginning of period
$
2,001,790

 
$
1,239,191

Acquisitions of finance receivables (1)
183,828

 
150,087

Foreign currency translation adjustment
(59,502
)
 
80

Cash collections
(399,747
)
 
(313,367
)
Income recognized on finance receivables, net
228,403

 
177,970

Cash collections applied to principal
(171,344
)
 
(135,397
)
Balance at end of period
$
1,954,772

 
$
1,253,961

(1) Acquisitions of finance receivables are net of buybacks and include certain capitalized acquisition related costs.
At the time of acquisition, the life of each pool is generally estimated to be between 80 and 120 months based on projected amounts and timing of future cash collections using the proprietary models of the Company. At March 31, 2015 , the weighted average remaining life of the Company's pools is estimated to be approximately 99 months . Based upon current projections, cash collections applied to principal on finance receivables as of March 31, 2015 are estimated to be as follows for the twelve months in the periods ending (amounts in thousands):
March 31, 2016
$
549,385

March 31, 2017
435,274

March 31, 2018
348,119

March 31, 2019
271,240

March 31, 2020
165,051

March 31, 2021
101,106

March 31, 2022
80,591

March 31, 2023
4,006

 
$
1,954,772

At March 31, 2015 , the Company had unamortized purchased principal (purchase price) in pools accounted for under the cost recovery method of $18.1 million ; at December 31, 2014 , the amount was $17.1 million .
Accretable yield represents the amount of income recognized on finance receivables the Company can expect to generate over the remaining life of its existing portfolios based on estimated future cash flows as of the balance sheet date. Additions represent the original expected accretable yield, on portfolios purchased during the period, to be earned by the Company based on its proprietary buying models. Net reclassifications from nonaccretable difference to accretable yield primarily result from the Company’s increase in its estimate of future cash flows. When applicable, net reclassifications to nonaccretable difference from accretable yield result from the Company’s decrease in its estimates of future cash flows and allowance charges that exceed the Company’s increase in its estimate of future cash flows. Changes in accretable yield for the three months ended March 31, 2015 and 2014 were as follows (amounts in thousands):
 
Three Months Ended March 31,

2015
 
2014
Balance at beginning of period
$
2,513,185

 
$
1,430,067

Income recognized on finance receivables, net
(228,403
)
 
(177,970
)
Additions
172,382

 
106,197

Net reclassifications from nonaccretable difference
119,252

 
91,636

Foreign currency translation adjustment
(72,260
)
 
1,071

Balance at end of period
$
2,504,156

 
$
1,451,001


9

Table of Contents
PRA GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


The following is a summary of activity within the Company’s valuation allowance account, all of which relates to loans acquired with deteriorated credit quality, for the three months ended March 31, 2015 and 2014 (amounts in thousands):
 
Three Months Ended March 31,
 
2015
 
2014
Beginning balance
$
86,166

 
$
91,101

Allowance charges
2,685

 
1,387

Reversal of previous recorded allowance charges
(1,055
)
 
(3,340
)
Net allowance charges/(reversals)
1,630

 
(1,953
)
Ending balance
$
87,796

 
$
89,148

3. Investments:

Investments consist of the following at March 31, 2015 and December 31, 2014 (amounts in thousands):
 
 
March 31,
2015
 
December 31,
2014
Trading
 
 
 
 
Short-term investments
 
$
13,160

 
$
37,405

Available-for-sale
 
 
 
 
Securitized assets
 
5,938

 
3,721

Held-to-maturity
 
 
 
 
Securitized assets
 
53,716

 
31,017

Other investments
 
 
 
 
Private equity funds
 
18,656

 
17,560

 
 
$
91,470

 
$
89,703

Trading

Short-term investments : The Company’s investments in money market mutual funds are stated at fair value. Fair value is estimated using the net asset value of the investment. Unrealized gains and losses are recorded in earnings.

Available-for-Sale

Investments in securitized assets : The Company holds a majority interest in a closed-end Polish investment fund. The fund was formed in December 2014 to acquire portfolios of nonperforming consumer loans in Poland. The Company’s investment consists of a 100% interest in the Series B certificates and a 20% interest in the Series C certificates. Each certificate comes with one vote and is governed by a co-investment agreement. Series C certificates, which share equally in the residual profit of the fund, are accounted for as debt securities classified as available-for-sale and are stated at fair value. Income is recognized using the effective yield method.

Held-to-Maturity

Investments in securitized assets : The Company holds Series B certificates in a closed-end Polish investment fund. The certificates, which provide a preferred return based on the expected net income of the portfolios, are accounted for as a beneficial interest in securitized financial assets and stated at amortized cost. The Company has determined it has the ability and intent to hold these certificates until maturity, which require repayment in fixed amounts on specific dates. The preferred return is not a guaranteed return. Income is recognized under ASC Topic 325-40, "Beneficial Interests in Securitized Financial Assets" ("ASC 325-40"). Income is recognized using the effective yield method. The Company adjusts the yield for changes in estimated cash flows prospectively through earnings. If the fair value of the investment falls below its carrying amount and the decline is deemed to be other than temporary, the investment is written down, with a corresponding charge to earnings. The underlying securities

10

Table of Contents
PRA GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


have both known principal repayment terms as well as unknown principal repayments due to potential borrower pre-payments. Accordingly, it is difficult to accurately predict the final maturity date of these investments. Revenues recognized on these investments were $1.2 million during the three months ended March 31, 2015, and is recorded in the Other Revenue line item in the income statement.

Other Investments

Investments in private equity funds : Investments in private equity funds represent limited partnerships in which the Company has less than a 3% interest and are carried at cost. Distributions received from the partnerships are included in other revenue. Distributions received in excess of the Company's proportionate share of accumulated earnings are applied as a reduction of the cost of the investment.

The amortized cost and estimated fair value of available-for sale and held-to-maturity investments at March 31, 2015 and December 31, 2014 were as follows (amounts in thousands):
 
March 31, 2015
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Aggregate Fair Value
Available-for-sale
 
 
 
 
 
 
 
Securitized assets
$
5,938

 

 

 
$
5,938

Held-to-maturity
 
 
 
 
 
 
 
Securitized assets
53,716

 

 

 
53,716

 
December 31, 2014
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Aggregate Fair Value
Available-for-sale
 
 
 
 
 
 
 
Securitized assets
$
3,721

 

 

 
$
3,721

Held-to-maturity
 
 
 
 
 
 
 
Securitized assets
31,017

 

 

 
31,017

4.
Borrowings:
The Company's borrowings consisted of the following as of the dates indicated (amounts in thousands):
 
March 31, 2015
 
December 31, 2014
Domestic revolving credit
$
467,750

 
$
409,000

Domestic term loan
181,250

 
185,000

Seller note payable
169,938

 
169,938

Multicurrency revolving credit
398,438

 
427,680

Aktiv subordinated loan

 
30,000

Convertible senior notes
287,500

 
287,500

Less: debt discount
(25,614
)
 
(26,662
)
Total
$
1,479,262

 
$
1,482,456

Domestic Revolving Credit and Term Loan
The Company has a credit facility with Bank of America, N.A., as administrative agent, and a syndicate of lenders named therein (the “Credit Agreement”). The total credit facility under the Credit Agreement includes an aggregate principal amount of $831.3 million (subject to compliance with a borrowing base and applicable debt covenants), which consists of (i) a fully-funded $181.3 million term loan, (ii) a $630 million domestic revolving credit facility, of which $162.3 million is available to be drawn, and (iii) a $20 million multi-currency revolving credit facility, of which $20 million is available to be drawn. The facilities all

11

Table of Contents
PRA GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


mature on December 19, 2017. The term and revolving loans accrue interest, at the option of the Company, at either the base rate or the Eurodollar rate (as defined in the Credit Agreement) for the applicable term plus 2.50%  per annum in the case of the Eurodollar rate loans and 1.50% in the case of the base rate loans. The base rate is the highest of (a) the Federal Funds Rate (as defined in the Credit Agreement) plus 0.50% , (b) Bank of America’s prime rate, and (c) the Eurodollar rate plus 1.00% . The Company’s revolving credit facility includes a $20 million swingline loan sublimit, a $20 million letter of credit sublimit and a $20 million alternative currency equivalent sublimit.
The Credit Agreement is secured by a first priority lien on substantially all of the Company’s assets. The Credit Agreement, as amended and modified, contains restrictive covenants and events of default including the following:
borrowings may not exceed 33% of the ERC of all eligible asset pools plus 75% of eligible accounts receivable;
the consolidated leverage ratio (as defined in the Credit Agreement) cannot exceed 2.0 to 1.0 as of the end of any fiscal quarter;
consolidated tangible net worth (as defined in the Credit Agreement) must equal or exceed $455.1 million plus 50% of positive cumulative consolidated net income for each fiscal quarter beginning with the quarter ended December 31, 2012, plus 50% of the cumulative net proceeds of any equity offering;
capital expenditures during any fiscal year cannot exceed $40 million ;
cash dividends and distributions during any fiscal year cannot exceed $20 million ;
stock repurchases during the term of the agreement cannot exceed $250 million and cannot exceed $100 million in a single fiscal year;
investments in loans and/or capital contributions cannot exceed $950 million to consummate the acquisition of the equity of Aktiv Kapital AS ("Aktiv");
permitted acquisitions (as defined in the Credit Agreement) during any fiscal year cannot exceed $250 million ;
indebtedness in the form of senior, unsecured convertible notes or other unsecured financings cannot exceed $500 million in the aggregate (without respect to the Company’s 3.00% Convertible Senior Notes due 2020);
the Company must maintain positive consolidated income from operations (as defined in the Credit Agreement) during any fiscal quarter; and
restrictions on changes in control.
The revolving credit facility also bears an unused line fee of 0.375%  per annum, payable quarterly in arrears.
The Company's borrowings on this credit facility at March 31, 2015 consisted of $181.3 million outstanding on the term loan with an annual interest rate as of March 31, 2015 of 2.68% and $467.8 million outstanding in 30-day Eurodollar rate loans on the revolving facility with a weighted average interest rate of 2.68% . At December 31, 2014, the Company's borrowings on this credit facility consisted of $185.0 million outstanding on the term loan with an annual interest rate as of December 31, 2014 of 2.67% and $409.0 million outstanding in 30-day Eurodollar rate loans on the revolving facility with a weighted average interest rate of 2.68% .
Seller Note Payable
In conjunction with the closing of the Aktiv business acquisition on July 16, 2014, the Company entered into a $169.9 million promissory note (the "Seller Note") with an affiliate of the seller. The Seller Note bears interest at the three-month London Interbank Offered Rate (“LIBOR”) plus 3.75% and matures on July 16, 2015. The quarterly interest due can be paid or added into the Seller Note balance at the Company's option. During the quarter ending March 31, 2015, the Company paid the quarterly interest payment of $1.7 million . At March 31, 2015, the balance due on the Seller Note was $169.9 million with an annual interest rate of 4.02% .
Multicurrency Revolving Credit Facility

On October 23, 2014, the Company entered into a credit agreement with DNB Bank ASA for a Multicurrency Revolving Credit Facility (“the Multicurrency Revolving Credit Agreement”).  Subsequently, two other lenders joined the credit facility. Under the terms of the Multicurrency Revolving Credit Agreement, the credit facility includes an aggregate amount of $500 million , of which $128.3 million is available to be drawn, accrues interest at the Interbank Offered Rate ("IBOR") plus 2.50 - 3.00% (as determined by the ERC Ratio as defined in the Multicurrency Revolving Credit Agreement), bears an unused line fee of 0.35% per annum, payable monthly in arrears, and matures on October 23, 2019. The Multicurrency Revolving Credit Agreement also includes an Overdraft Facility aggregate amount of $40 million , of which $13.3 million is available to be drawn, accrues interest at the IBOR plus 2.50 - 3.00% (as determined by the ERC Ratio as defined in the Multicurrency Revolving Credit Agreement), bears a facility line fee of 0.50% per annum, payable quarterly in arrears, and also matures October 23, 2019.

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PRA GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


The Multicurrency Revolving Credit Agreement is secured by i) the shares of most of the subsidiaries of Aktiv ii) all intercompany loans to Aktiv's subsidiaries. The Multicurrency Revolving Credit Agreement also contains restrictive covenants and events of default including the following:
the ERC Ratio (as defined in the Multicurrency Revolving Credit Agreement) may not exceed 28% ;
the GIBD Ratio (as defined in the Multicurrency Revolving Credit Agreement) cannot exceed 2.5 to 1.0 as of the end of any fiscal quarter;
interest bearing deposits in AK Nordic AB cannot exceed SEK 500,000,000 ;
cash collections must exceed 95% of Aktiv's IFRS forecast.

At March 31, 2015, the balance on the Multicurrency Revolving Credit Agreement was $398.4 million , with an annual interest rate of 3.12% .
Aktiv Subordinated Loan
On December 16, 2011, Aktiv entered into a subordinated loan agreement with Metrogas Holding Inc., an affiliate with Geveran Trading Co. Ltd. During the first quarter of 2015, the Company elected to prepay (as allowed for in the agreement) the outstanding balance on the Aktiv subordinated loan of $30.0 million and terminate the agreement. The Aktiv subordinated loan accrued interest at LIBOR plus 3.75% , originally matured on January 16, 2016.
Convertible Senior Notes
On August 13, 2013, the Company completed the private offering of $287.5 million in aggregate principal amount of the Company’s 3.00% Convertible Senior Notes due 2020 (the “Notes”). The Notes were issued pursuant to an Indenture, dated August 13, 2013 (the "Indenture") between the Company and Wells Fargo Bank, National Association, as trustee. The Indenture contains customary terms and covenants, including certain events of default after which the Notes may be due and payable immediately. The Notes are senior unsecured obligations of the Company. Interest on the Notes is payable semi-annually, in arrears, on February 1 and August 1 of each year. Prior to February 1, 2020, the Notes will be convertible only upon the occurrence of specified events. On or after February 1, 2020, the Notes will be convertible at any time. Upon conversion, the Notes may be settled, at the Company’s option, in cash, shares of the Company’s common stock, or any combination thereof. Holders of the Notes have the right to require the Company to repurchase all or some of their Notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change (as defined in the Indenture). In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture), the Company may, under certain circumstances, be required to increase the conversion rate for the Notes converted in connection with such a make-whole fundamental change. The conversion rate for the Notes is initially 15.2172 shares per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $65.72 per share of the Company’s common stock, and is subject to adjustment in certain circumstances pursuant to the Indenture. The Company does not have the right to redeem the Notes prior to maturity. As of March 31, 2015, none of the conditions allowing holders of the Notes to convert their Notes had occurred.
As noted above, upon conversion, holders of the Notes will receive cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. However, the Company’s current intent is to settle conversions through combination settlement (i.e ., the Notes will be converted into cash up to the aggregate principal amount, and shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, for the remainder). As a result, and in accordance with authoritative guidance related to derivatives and hedging and earnings per share, only the conversion spread is included in the diluted earnings per share calculation, if dilutive. Under such method, the settlement of the conversion spread has a dilutive effect when the average share price of the Company’s common stock during any quarter exceeds  $65.72 .
The Company determined that the fair value of the Notes at the date of issuance was approximately $255.3 million , and designated the residual value of approximately $32.2 million as the equity component. Additionally, the Company allocated approximately $7.3 million of the $8.2 million original Notes issuance cost as debt issuance cost and the remaining $0.9 million as equity issuance cost.
ASC 470-20, "Debt with Conversion and Other Options" (“ASC 470-20”), requires that, for convertible debt instruments that may be settled fully or partially in cash upon conversion, issuers must separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. Additionally, debt issuance costs are required to be allocated in proportion to the allocation of the liability and equity components and accounted for as debt issuance costs and equity issuance costs, respectively.

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PRA GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


The balances of the liability and equity components of the Notes outstanding were as follows as of the dates indicated (amounts in thousands):
 
 
March 31, 2015
 
December 31, 2014
Liability component - principal amount
 
$
287,500

 
$
287,500

Unamortized debt discount
 
(25,614
)
 
(26,662
)
Liability component - net carrying amount
 
261,886

 
260,838

Equity component
 
$
31,306

 
$
31,306

The debt discount is being amortized into interest expense over the remaining life of the Notes using the effective interest rate, which is 4.92% .
Interest expense related to the Notes was as follows for the periods indicated (amounts in thousands):
 
Three Months Ended March 31,
 
2015
 
2014
Interest expense - stated coupon rate
$
2,156

 
$
2,156

Interest expense - amortization of debt discount
1,048

 
998

Total interest expense - convertible notes
$
3,204

 
$
3,154

The Company was in compliance with all covenants under its financing arrangements as of March 31, 2015 and December 31, 2014.
The following principal payments are due on the Company's borrowings as of March 31, 2015 for the twelve month periods ending (amounts in thousands):
March 31, 2016
$
186,188

March 31, 2017
25,000

March 31, 2018
607,750

March 31, 2019

March 31, 2020
398,438

Thereafter
287,500

Total
$
1,504,876


5.
Property and Equipment, net:
Property and equipment, at cost, consisted of the following as of the dates indicated (amounts in thousands):
 
 
March 31,
2015
 
December 31,
2014
Software
$
52,990

 
$
53,076

Computer equipment
20,090

 
20,488

Furniture and fixtures
12,860

 
11,502

Equipment
12,512

 
12,880

Leasehold improvements
12,957

 
14,429

Building and improvements
7,141

 
7,049

Land
1,269

 
1,269

Accumulated depreciation and amortization
(72,964
)
 
(72,435
)
Property and equipment, net
$
46,855

 
$
48,258


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PRA GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Depreciation and amortization expense relating to property and equipment for the three months ended March 31, 2015 and 2014, was $3.8 million and $2.8 million , respectively.
 
6.
Goodwill and Intangible Assets, net:
In connection with the Company’s previous business acquisitions, the Company acquired certain tangible and intangible assets. Purchased intangible assets include client and customer relationships, non-compete agreements, trademarks and goodwill. Pursuant to ASC 350, the Company performs an annual review of goodwill on October 1 or more frequently if indicators of impairment exist. The Company performed an annual review of goodwill as of October 1, 2014, and concluded that it was more likely than not that the carrying value of goodwill did not exceed its fair value. The Company believes that nothing has occurred since the review was performed through March 31, 2015 that would indicate a triggering event and thereby necessitate further evaluation of goodwill or other intangible assets. The Company expects to perform its next annual goodwill review during the fourth quarter of 2015.
At March 31, 2015 and 2014, the carrying value of goodwill was $496.7 million and $104.1 million , respectively. The following table represents the changes in goodwill for the three months ended March 31, 2015 and 2014 (amounts in thousands):
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Balance at beginning of period:
 
 
 
 
Goodwill
 
$
533,842

 
$
110,240

Accumulated impairment loss
 
(6,397
)
 
(6,397
)
 
 
527,445

 
103,843

Changes:
 
 
 
 
Foreign currency translation adjustment
 
(30,792
)
 
243

Net change in goodwill
 
(30,792
)
 
243

 
 
 
 
 
Balance at end of the period:
 
 
 
 
Goodwill
 
503,050

 
110,483

Accumulated impairment loss
 
(6,397
)
 
(6,397
)
Balance at end of period:
 
$
496,653

 
$
104,086


7.
Share-Based Compensation:
The Company has an Omnibus Incentive Plan (the "Plan") to assist the Company in attracting and retaining selected individuals to serve as employees and directors, who are expected to contribute to the Company's success and to achieve long-term objectives that will benefit stockholders of the Company. The Plan enables the Company to award shares of the Company's common stock to select employees and directors, as described in the Plan, not to exceed 5,400,000 shares, as authorized by the Plan.
As of March 31, 2015, total future compensation costs related to nonvested awards of nonvested shares (not including nonvested shares granted under the Long-Term Incentive ("LTI") Program) is estimated to be $15.3 million with a weighted average remaining life for all nonvested shares of 2.1 years (not including nonvested shares granted under the LTI program).
Total share-based compensation expense was $3.6 million and $2.8 million for the three months ended March 31, 2015 and 2014, respectively. Tax benefits resulting from tax deductions in excess of share-based compensation expense (windfall tax benefits) recognized under the provisions of ASC Topic 718 "Compensation-Stock Compensation" ("ASC 718") are credited to additional paid-in capital in the Company's Consolidated Balance Sheets. Realized tax shortfalls, if any, are first offset against the cumulative balance of windfall tax benefits, if any, and then charged directly to income tax expense. The total tax benefit realized from share-based compensation was approximately $7.5 million and $7.5 million for the three months ended March 31, 2015 and 2014, respectively.
Nonvested Shares
With the exception of the awards made pursuant to the LTI program and a few employee and director grants, the nonvested shares vest ratably over three to five years and are expensed over their vesting period.

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PRA GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


The following summarizes all nonvested share transactions, excluding those related to the LTI program, from December 31, 2013 through March 31, 2015 (share amounts in thousands):
 
Nonvested Shares
Outstanding
 
Weighted-Average
Price at Grant Date
December 31, 2013
226

 
$
29.58

Granted
272

 
56.69

Vested
(155
)
 
37.34

Cancelled
(4
)
 
50.41

December 31, 2014
339

 
47.34

Granted
84

 
52.49

Vested
(88
)
 
32.25

March 31, 2015
335

 
$
52.60

The total grant date fair value of shares vested during the three months ended March 31, 2015 and 2014, was $2.8 million and $2.4 million , respectively.
Pursuant to the Plan, the Compensation Committee may grant time-vested and performance based nonvested shares. All shares granted under the LTI program were granted to key employees of the Company. The following summarizes all LTI program share transactions from December 31, 2013 through March 31, 2015 (share amounts in thousands):
 
Nonvested LTI Shares
Outstanding
 
Weighted-Average
Price at Grant Date
December 31, 2013
434

 
$
25.79

Granted at target level
111

 
49.60

Adjustments for actual performance
222

 
22.32

Vested
(279
)
 
24.21

December 31, 2014
488

 
30.52

Granted at target level
132

 
52.47

Vested
(252
)
 
20.21

Cancelled
(3
)
 
30.36

March 31, 2015
365

 
$
45.60

The total grant date fair value of shares vested during the three months ended March 31, 2015 and 2014, was $5.1 million and $5.7 million , respectively.
At March 31, 2015 , total future compensation costs, assuming the current estimated performance levels are achieved, related to nonvested share awards granted under the LTI program are estimated to be approximately $12.4 million . The Company assumed a 7.5% forfeiture rate for these grants and the remaining shares have a weighted average life of 1.4 years at March 31, 2015 .
8.
Income Taxes:
The Company follows the guidance of 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.
For tax purposes, the Company utilizes the cost recovery method of accounting. Under the cost recovery method, collections on finance receivables are applied first to principal to reduce the finance receivables to zero before taxable income is recognized. The Internal Revenue Service ("IRS") examined the Company's 2005 through 2012 tax returns and has asserted that tax revenue recognition using the cost recovery method does not clearly reflect taxable income. The Company believes it has sufficient support for the technical merits of its position, and believes cost recovery to be an acceptable tax revenue recognition method for companies in the bad debt purchasing industry. The IRS has issued Notices of Deficiency to the Company for tax years ended December 31, 2005 through 2012.  The proposed deficiencies relate to the cost recovery method of tax accounting. In response to the notices, the Company filed petitions in the United States Tax Court. On April 30, 2015, a Joint Motion for Continuance was filed by the

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PRA GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Company and the IRS. The Tax Court granted the Motion on May 4, 2015. If the Company is unsuccessful in Tax Court, it can appeal to the federal Circuit Court of Appeals. See Note 10 “Commitments and Contingencies” for more information.
At March 31, 2015, the tax years subject to examination by the major federal, state or international taxing jurisdictions are 2003, 2005 and subsequent years. The 2003 tax year remains open to examination because of a net operating loss that originated in that year but was not fully utilized until the 2005 tax year. The examination periods for the 2005 through 2012 tax years are suspended until a decision of the Tax Court becomes final.
ASC 740 requires the recognition of interest if the tax law would require interest to be paid on the underpayment of taxes, and recognition of penalties if a tax position does not meet the minimum statutory threshold to avoid payment of penalties.  The Company believes it has sufficient support for the technical merits of its position and that it is more likely than not this position will be sustained. Accordingly, the Company has not accrued for interest or penalties on any of its tax positions, including the cost recovery matter.
9.
Earnings per Share:
Basic earnings per share (“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 Notes and nonvested share awards, if dilutive. For the Notes, only the conversion spread is included in the diluted earnings per share calculation, if dilutive. Under such method, the settlement of the conversion spread has a dilutive effect when the average share price of the Company’s common stock during any quarter exceeds  $65.72 , which did not occur during the period from which the Notes were issued on August 13, 2013 through March 31, 2015 . Share-based awards that are contingent upon the attainment of performance goals are not included in the computation of diluted EPS until the performance goals have been attained. The dilutive effect of nonvested shares is computed using the treasury stock method, which assumes any proceeds that could be obtained upon the vesting of nonvested shares would be used to purchase common shares at the average market price for the period. The assumed proceeds include the windfall tax benefit that would be realized upon assumed exercise.
The following tables reconcile the computation of basic EPS and diluted EPS for the three months ended March 31, 2015 and 2014 (amounts in thousands, except per share amounts):
 
For the Three Months Ended March 31,
 
2015
 
2014
 
Net Income
 
Weighted  Average
Common  Shares
 
EPS
 
Net Income
 
Weighted  Average
Common  Shares
 
EPS
Basic EPS
$
58,135

 
48,724

 
$
1.19

 
$
40,840

 
49,929

 
$
0.82

Dilutive effect of nonvested share awards
 
 
328

 

 
 
 
434

 
(0.01
)
Diluted EPS
$
58,135

 
49,052

 
$
1.19

 
$
40,840

 
50,363

 
$
0.81

There were no antidilutive options outstanding for the three months ended March 31, 2015 and 2014.

10.
Commitments and Contingencies:
Employment Agreements:
The Company has employment agreements, most of which expire on December 31, 2017 , with all of its U.S. executive officers and with several members of its U.S. senior management group. Such agreements provide for base salary payments as well as bonuses that are based on the attainment of specific management goals. At March 31, 2015, the estimated future compensation under these agreements is approximately $22.5 million . The agreements also contain confidentiality and non-compete provisions.  Outside the U.S., employment agreements are in place with employees pursuant to local country regulations.  Generally, these agreements do not have expiration dates and therefore it is impractical to estimate the amount of future compensation under these agreements. Accordingly, the future compensation under these agreements is not included in the $22.5 million total above.  

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Table of Contents
PRA GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Leases:
The Company is party to various operating leases with respect to its facilities and equipment. The future minimum lease payments at March 31, 2015 total approximately $36.8 million .
Forward Flow Agreements:
The Company is party to several forward flow agreements that allow for the purchase of defaulted consumer receivables at pre-established prices. The maximum remaining amount to be purchased under forward flow agreements at March 31, 2015 is approximately $564.4 million .
Contingent Purchase Price:
The asset purchase agreement entered into in connection with the acquisition of certain finance receivables and certain operating assets of National Capital Management, LLC ("NCM") in 2012, includes an earn-out provision whereby the sellers are able to earn additional cash consideration for achieving certain cash collection thresholds over a five year period. The maximum amount of earn-out during the period is $15.0 million . During 2014 and 2013, the Company paid the first two earn-out payments in the amount of $2.8 million and $6.2 million , respectively. As of March 31, 2015, the Company has recorded a present value amount for the expected remaining liability of $2.4 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 is from time to time subject to routine legal claims and proceedings, most of which are incidental to the ordinary course of its business. The Company initiates lawsuits against customers and is occasionally countersued by them in such actions. Also, customers, either individually, as members of a class action, or through a governmental entity on behalf of customers, may initiate litigation against the Company in which they allege that the Company has violated a state or federal law in the process of collecting on an account.  From time to time, other types of lawsuits are brought against the Company. Additionally, the Company receives subpoenas and other requests or demands for information from regulators or governmental authorities who are investigating the Company's debt collection activities. The Company evaluates and responds appropriately to such requests.

The Company accrues for potential liability arising from legal proceedings when it is probable that such liability has been incurred and the amount of the loss can be reasonably estimated.  This determination is based upon currently available information for those proceedings in which the Company is involved, taking into account the Company's best estimate of such losses for those cases for which such estimates can be made. The Company's estimate involves significant judgment, given the varying stages of the proceedings (including the fact that many of them are currently in preliminary stages), the number of unresolved issues in many of the proceedings (including issues regarding class certification and the scope of many of the claims), and the related uncertainty of the potential outcomes of these proceedings. In making determinations of the likely outcome of pending litigation, the Company considers many factors, including, but not limited to, the nature of the claims, the Company's experience with similar types of claims, the jurisdiction in which the matter is filed, input from outside legal counsel, the likelihood of resolving the matter through alternative mechanisms, the matter's current status and the damages sought or demands made. Accordingly, the Company's estimate will change from time to time, and actual losses could be more than the current estimate.

Subject to the inherent uncertainties involved in such proceedings, the Company believes, based upon its current knowledge and after consultation with counsel, that the legal proceedings currently pending against it, including those that fall outside of the Company's routine legal proceedings, should not, either individually or in the aggregate, have a material adverse impact on the Company's financial condition.  However, it is possible, in light of the uncertainties involved in such proceedings or due to unexpected future developments, that an unfavorable resolution of a legal or regulatory proceeding or claim could occur which may be material to the Company's financial condition, results of operations, or cash flows for a particular period.

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

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Table of Contents
PRA GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


legal proceedings are exclusive of potential recoveries, if any, under the Company's insurance policies or third party indemnities. The Company has not recorded any potential recoveries under the Company's insurance policies or third party indemnities.

The matters described below fall outside of the normal parameters of the Company’s routine legal proceedings.

Telephone Consumer Protection Act Litigation

The Company has been named as defendant in a number of putative class action cases, each alleging that the Company violated the Telephone Consumer Protection Act ("TCPA") by calling consumers' cellular telephones without their prior express consent.  On December 21, 2011, the United States Judicial Panel on Multi-District Litigation entered an order transferring these matters into one consolidated proceeding in the United States District Court for the Southern District of California (the "Court").  On November 14, 2012, the putative class plaintiffs filed their amended consolidated complaint in the matter, now styled as In re Portfolio Recovery Associates, LLC Telephone Consumer Protection Act Litigation, case No. 11-md-02295 (the “MDL action”).  On May 20, 2014, the Court stayed this litigation until such time as the United States Federal Communications Commission has ruled on various petitions concerning the TCPA. The range of loss, if any, on these matters cannot be estimated at this time.

Internal Revenue Service Audit

The Internal Revenue Service ("IRS") examined the Company's 2005 through 2012 tax returns and has asserted that tax revenue recognition using the cost recovery method does not clearly reflect taxable income. The Company believes it has sufficient support for the technical merits of its position, and believes cost recovery to be an acceptable tax revenue recognition method for companies in the bad debt purchasing industry. The Company has received Notices of Deficiency for tax years ended December 31, 2005 through 2012. The proposed deficiencies relate to the cost recovery method of tax accounting. In response to the notices, the Company filed petitions in the United States Tax Court challenging the deficiency. On April 30, 2015, a Joint Motion for Continuance was filed by the Company and the IRS. The Tax Court granted the Motion on May 4, 2015. If the Company is unsuccessful in Tax Court and any potential appeals to the federal Circuit Court of Appeals, it may ultimately be required to pay the related deferred taxes, and possibly interest and penalties. Deferred tax liabilities related to this item were $244.9 million at March 31, 2015. Any adverse determination on this matter could result in the Company amending state tax returns for prior years, increasing its taxable income in those states. The Company files tax returns in multiple state jurisdictions; therefore, any underpayment of state tax will accrue interest in accordance with the respective state statute. The Company’s estimate of the potential federal and state interest is $82.6 million as of March 31, 2015.

Consumer Financial Protection Bureau ("CFPB") Investigation

In response to an investigative demand from the CFPB, the Company has provided certain documents and data regarding its debt collection practices. Subsequently, the Company has provided comments and engaged in discussions, which have included a number of face-to-face meetings between the Company and the CFPB staff. The Company has also discussed a proposed resolution of matters related to the CFPB's investigation, involving possible penalties, restitution and the adoption of new practices and controls in the conduct of our business. The Company is not able to estimate the amount of such penalties or restitution at this time. In these discussions, the CFPB staff has taken certain positions with respect to legal requirements applicable to our debt collection practices with which the Company disagrees. If the Company is unable to resolve its differences with the CFPB through its ongoing discussions, it could become involved in litigation.

11.
Fair Value Measurements and Disclosures:
As defined by FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also requires the consideration of differing levels of inputs in the determination of fair values. Those levels of input are summarized as follows:

Level 1 - Quoted prices in active markets for identical assets and liabilities.
 
Level 2 - Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.


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Table of Contents
PRA GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Level 3 - Unobservable inputs that are supported by little or no market activity. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques as well as instruments for which the determination of fair value requires significant management judgment or estimation.
The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.
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 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 of the financial instruments in the following table are recorded in the consolidated balance sheets at March 31, 2015 and December 31, 2014 (amounts in thousands):
 
March 31, 2015
 
December 31, 2014
 
Carrying
Amount
 
Estimated
Fair Value
 
Carrying
Amount
 
Estimated
Fair Value
Financial assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
40,542

 
$
40,542

 
$
39,661

 
$
39,661

Held-to-maturity investments
53,716

 
53,716

 
31,017

 
31,017

Other investments
18,656

 
19,601

 
17,560

 
19,776

Finance receivables, net
1,954,772

 
2,501,671

 
2,001,790

 
2,460,787

Financial liabilities:
 
 
 
 
 
 
 
Interest-bearing deposits
32,439

 
32,439

 
27,704

 
27,704

Revolving lines of credit
866,188

 
866,188

 
836,680

 
836,680

Term loans
181,250

 
181,250

 
185,000

 
185,000

Notes and loans payable
169,938

 
169,938

 
199,938

 
199,938

Convertible notes
261,886

 
310,230

 
260,838

 
324,757

Disclosure of the estimated fair values of financial instruments often requires the use of estimates. The Company uses the following methods and assumptions to estimate the fair value of the financial instruments in the above table:
Cash and cash equivalents: The carrying amount approximates fair value and quoted prices for identical assets can be found in active markets. Accordingly, the Company estimates the fair value of cash and cash equivalents using Level 1 inputs.
Held-to-maturity investments: Fair value of the Company’s investment in Series B certificates of a closed-end Polish investment fund is estimated using proprietary pricing models that the Company utilizes to make portfolio purchase decisions. Accordingly, the Company estimates the fair value of its held-to-maturity investments using Level 3 inputs as there is little observable market data available and management is required to use significant judgment in its estimates.

Other investments: This class of investments consists of private equity funds that invest primarily in loans and securities including single-family residential debt; corporate debt products; and financially-oriented, real-estate-rich and other operating companies in the Americas, Western Europe, and Japan. These investments are subject to certain restrictions regarding transfers and withdrawals.  The investments can never be redeemed with the funds.  Instead, the nature of the investments in this class is that distributions are received through the liquidation of the underlying assets of the fund. The fair value of the Company’s interest is valued by the fund managers; accordingly, the Company estimates the fair value of these investments using Level 3 inputs. The investments are expected to be returned through distributions as a result of liquidations of the funds’ underlying assets over 1 to 4 years.
Finance receivables, net: The Company records purchased receivables at cost, which represents a significant discount from the contractual receivable balances due. The Company computed the estimated fair value of these receivables using proprietary pricing models that the Company utilizes to make portfolio purchase decisions. Accordingly, the Company's fair value estimates use Level 3 inputs as there is little observable market data available and management is required to use significant judgment in its estimates.

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PRA GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


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 loans: The carrying amount approximates fair value due to the short-term nature of the interest rate periods and the observable quoted prices for similar instruments in active markets. Accordingly, the Company uses Level 2 inputs for its fair value estimates.
Notes and loans payable: The carrying amount approximates fair value due to the short-term nature of the loan terms and the observable quoted prices for similar instruments in active markets. Accordingly, the Company uses Level 2 inputs for its fair value estimates.
Convertible notes: The Notes are carried at historical cost, adjusted for the debt discount. The fair value estimates for these Notes incorporates quoted market prices which were obtained from secondary market broker quotes which were derived from a variety of inputs including client orders, information from their pricing vendors, modeling software, and actual trading prices when they occur. Accordingly, the Company uses Level 2 inputs for its fair value estimates.

Financial Instruments Required To Be Carried At Fair Value
The carrying amounts in the following table are measured at fair value on a recurring basis in the accompanying consolidated balance sheets at March 31, 2015 and December 31, 2014 (amounts in thousands):
 
Fair Value Measurements as of March 31, 2015
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 
 
 
 
 
 
Trading investments
$
13,160

 
$

 
$

 
$
13,160

Available-for-sale investments

 

 
5,938

 
5,938

Liabilities:
 
 
 
 
 
 
 
Interest rate swap contracts (recorded in accrued expenses)

 
1,619

 

 
1,619

 
 
 
 
 
 
 
 
 
Fair Value Measurements as of December 31, 2014
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 
 
 
 
 
 
Trading investments
$
37,405

 
$

 
$

 
$
37,405

Available-for-sale investments

 

 
3,721

 
3,721

Liabilities:
 
 
 
 
 
 
 
Interest rate swap contracts (recorded in accrued expenses)

 
3,387

 

 
3,387

Trading investments: Fair value of the Company’s investments in money market mutual funds is reported using the closing price of the fund’s net asset value in an active market. Accordingly, the Company uses Level 1 inputs.

Available-for-sale investments: Fair value of the Company’s investment in Series C certificates of a closed-end Polish investment fund is estimated using proprietary pricing models that the Company utilizes to make portfolio purchase decisions. Accordingly, the Company estimates the fair value of its available-for-sale investments using Level 3 inputs as there is little observable market data available and management is required to use significant judgment in its estimates.
Interest rate swap contracts: The interest rate swap contracts are carried at fair value which is determined by using industry standard valuation models. These models project future cash flows and discount the future amounts to a present value using market-based observable inputs, including interest rate curves and other factors. Accordingly, the Company uses Level 2 inputs for its fair value estimates.

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PRA GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


12.
Recent Accounting Pronouncements:

In April 2014, FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity" (“ASU 2014-08”) that amends the requirements for reporting discontinued operations. ASU 2014-08 requires the disposal of a component of an entity or a group of components of an entity to be reported in discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity’s operations and financial results. ASU 2014-08 also requires additional disclosures about discontinued operations and disclosures about the disposal of a significant component of an entity that does not qualify as a discontinued operation. ASU 2014-08 is effective prospectively for reporting periods beginning after December 15, 2014, with early adoption permitted. The Company adopted ASU 2014-08 in the first quarter of 2015 which had no material impact on the Company's Consolidated Financial Statements.

In May 2014, FASB issued ASU 2014-09, "Revenue from Contracts with Customers" (“ASU 2014-09”) that updates the principles for recognizing revenue. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also amends the required disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption, with early application not permitted. The Company is evaluating its implementation approach and the potential impacts of the new standard on its existing revenue recognition policies and procedures.

In June 2014, FASB issued ASU 2014-12, "Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period" (“ASU 2014-12”). ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. The Company is evaluating the potential impacts of the new standard on its existing stock-based compensation awards.

In February 2015, FASB issued ASU 2015-02, "Consolidation (Topic 810), Amendments to the Consolidation Analysis" ("ASU 2015-02"). The amendments under the new guidance modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities and eliminate the presumption that a general partner should consolidate a limited partnership. ASU 2015-02 is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. A reporting entity also may apply the amendments retrospectively. The Company is currently evaluating the impact of adopting this guidance on its financial position and results of operations.

In April 2015, FASB issued ASU 2015-03, “Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” ("ASU 2015-03"). ASU 2015-03 requires an entity to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. For public business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. An entity should apply the new guidance on a retrospective basis. The Company is currently evaluating the impact of adopting this guidance on its financial position and results of operations.

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Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements:
This report contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements involve risks, uncertainties and assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are forward-looking statements, including statements regarding overall trends, gross margin trends, operating cost trends, liquidity and capital needs and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. The risks, uncertainties and assumptions referred to above may include the following:
a prolonged economic recovery or a deterioration in the economic or inflationary environment in North America or Europe, including the interest rate environment;
changes in the credit or capital markets, which affect our ability to borrow money or raise capital;
our ability to purchase defaulted consumer receivables at appropriate prices;
our ability to replace our defaulted consumer receivables with additional receivables portfolios;
our ability to obtain accurate and authentic account documents relating to accounts that we acquire and the possibility that documents that we provide could contain errors;
our ability to collect sufficient amounts on our defaulted consumer receivables;
our ability to successfully acquire receivables of new asset types;
changes in, or interpretations of, bankruptcy or collection laws that could negatively affect our business, including by causing an increase in certain types of bankruptcy filings involving liquidations, which may cause our collections to decrease;
changes in, or interpretations of, state or federal laws or the administrative practices of various bankruptcy courts, which may impact our ability to collect on our defaulted receivables;
our ability to collect and enforce our finance receivables may be limited under federal and state laws;
our ability to employ and retain qualified employees, especially collection personnel, and our senior management team;
our ability to comply with existing and new regulations of the collection industry, the failure of which could result in penalties, fines, litigation, damage to our reputation, or the suspension or termination of or required modification to our ability to conduct our business;
our ability to adjust to debt collection and debt-buying regulations that may be promulgated by the Consumer Financial Protection Bureau ("CFPB") and the regulatory and enforcement activities of the CFPB, including an ongoing CFPB inquiry;
our ability to satisfy the restrictive covenants in our debt agreements;
changes in governmental laws and regulations or the manner in which they are interpreted or applied which could increase our costs and liabilities or impact our operations;
investigations or enforcement actions by governmental authorities, which could result in changes to our business practices; negatively impact our portfolio purchasing volume; make collection of account balances more difficult or expose us to the risk of fines, penalties, restitution payments, and litigation;
changes in interest or exchange rates, which could reduce our net income, and the possibility that future hedging strategies may not be successful, which could adversely affect our results of operations and financial condition, as could our failure to comply with hedge accounting principles and interpretations;
our ability to obtain adequate insurance coverage at reasonable prices;
our ability to manage growth successfully or to integrate our growth strategy;
the possibility that we could incur business to technology disruptions or cyber incidents or not adapt to technological advances;
our ability to manage risks associated with our international operations, which risks have increased as a result of the Aktiv Kapital AS ("Aktiv") acquisition;
our ability to integrate the Aktiv business;
our ability to recognize the anticipated synergies and benefits of the Aktiv acquisition;
changes in tax laws regarding earnings of our subsidiaries located outside of the United States;
the possibility that compliance with foreign and U.S. laws and regulations that apply to our international operations could increase our cost of doing business in international jurisdictions;
net capital requirements pursuant to the European Union Capital Requirements Directive, which could impede the business operations of our subsidiaries;
the incurrence of significant transaction, integration, and restructuring costs in connection with the Aktiv acquisition;
our exposure to additional tax liabilities as a result of the Aktiv acquisition;
the possibility that we could incur goodwill or other intangible asset impairment charges;
our ability to retain existing clients and obtain new clients for our fee-for-service businesses;

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our work force could become unionized in the future, which could adversely affect the stability of our production and increase our costs;
our ability to maintain, renegotiate or replace our credit facility;
the possibility that the accounting for convertible debt securities could have an adverse effect on our financial results;
the possibility that conversion of the convertible senior notes could affect the price of our common stock;
our ability to raise the funds necessary to repurchase the convertible senior notes or to settle conversions in cash;
the imposition of additional taxes on us;
the possibility that we could incur significant allowance charges on our finance receivables;
our loss contingency accruals may not be adequate to cover actual losses;
class action suits and other litigation could divert our management’s attention and increase our expenses;
the degree, nature, and resources of our competition;
the possibility that new business acquisitions prove unsuccessful or strain or divert our resources;
the possibility that we or our industry could experience negative publicity or reputational attacks;
the possibility that a sudden collapse of one of the financial institutions in which we are depositors could negatively affect our financial results;
efforts to establish and maintain effective internal controls, procedures, and disclosure controls related to Aktiv, which could require significant resources and divert management attention; and
the risk factors listed from time to time in our filings with the Securities and Exchange Commission (the “SEC”).
You should assume that the information appearing in this 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.
For a discussion of the risks, uncertainties and assumptions that could affect our future events, developments or results, you should carefully review the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the discussion of “Business” and “Risk Factors” described in our 2014 Annual Report on Form 10-K, filed on March 2, 2015.
Our forward-looking statements could be wrong in light of these and other risks, uncertainties and assumptions. The future events, developments or results described in this report could turn out to be materially different. Except as required by law, we assume no obligation to publicly update or revise our forward-looking statements after the date of this report and you should not expect us to do so.
Investors should also be aware that while we do, from time to time, communicate with securities analysts and others, we do not, by policy, selectively disclose to them any material nonpublic information or other confidential commercial information. Accordingly, stockholders should not assume that we agree with any statement or report issued by any analyst regardless of the content of the statement or report. We do not, by policy, confirm forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.
Frequently Used Terms
We use the following terminology throughout this document:
“Allowance charges” refers to a reduction in income recognized on finance receivables on pools of finance receivables whose cash collection estimates were below expectations or are projected to be below expectations.
“Amortization rate” refers to cash collections applied to principal on finance receivables as a percentage of total cash collections.
“Buybacks” refers to purchase price refunded by the seller due to the return of ineligible accounts.
“Cash collections” refers to collections on our owned finance receivables portfolios.
“Cash receipts” refers to collections on our owned finance receivables portfolios plus fee income.
“Core” accounts or portfolios refer to accounts or portfolios that are defaulted receivables and are not in an insolvent status upon purchase. These accounts are aggregated separately from insolvency accounts.
“Estimated remaining collections” or "ERC" refers to the sum of all future projected cash collections on our owned finance receivables portfolios.
“Fee income” refers to revenues generated from our fee-for-service businesses.
“Income recognized on finance receivables” refers to income derived from our owned finance receivables portfolios.
“Income recognized on finance receivables, net” refers to income derived from our owned finance receivables portfolios and is shown net of allowance charges/reversals.
“Insolvency” accounts or portfolios refer to accounts or portfolios of receivables that are in an insolvent status when we purchase them and as such are purchased as a pool of insolvent accounts. These include Individual Voluntary Arrangements ("IVA's"), Trust Deeds in the U.K., Consumer Proposals in Canada and bankruptcy accounts in the U.S., Canada and the U.K.

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“Net finance receivable balance” is recorded on our balance sheet and refers to the purchase price less principal amortization and net allowance charges/reversals.
“Principal amortization” refers to cash collections applied to principal on finance receivables.
“Purchase price” refers to the cash paid to a seller to acquire defaulted finance receivables, plus certain capitalized costs, less buybacks.
“Purchase price multiple” refers to the total estimated collections on owned finance receivables portfolios divided by purchase price.
“Total estimated collections” refers to actual cash collections, including cash sales, plus estimated remaining collections on our finance receivables portfolios.
All references in this report on Form 10-Q to the "PRA Group," "our," "we," "us," the "Company" or similar terms are to PRA Group, Inc. and its subsidiaries.
Overview

We are a global financial and business services company with operations in the Americas and Europe. Our primary business is the purchase, collection and management of portfolios of defaulted receivables. We also service receivables on behalf of clients on either a commission or transaction-fee basis, provide class action claims settlement recovery services and related payment processing to corporate clients, and provide vehicle location, skip tracing and collateral recovery services for auto lenders, governments and law enforcement. 
We are headquartered in Norfolk, Virginia, and employ approximately 3,850 full time equivalents. Our shares of common stock are traded on the NASDAQ Global Select Market under the symbol “PRAA.” Effective October 23, 2014, we changed our name from Portfolio Recovery Associates, Inc. to PRA Group, Inc.
On July 16, 2014, we completed the purchase of the outstanding equity of Aktiv, a Norway-based company specializing in the acquisition and servicing of non-performing consumer loans throughout Europe and in Canada, for a purchase price of approximately $861.3 million, and assumed approximately $433.7 million of Aktiv’s corporate debt, resulting in an acquisition of estimated total enterprise value of $1.3 billion.

The Aktiv acquisition provided us entry into several new markets, resulting in additional geographic diversity in portfolio purchasing and collection. Aktiv's Chief Executive Officer, his executive team and the more than 400 Aktiv employees joined our workforce upon the closing of the transaction.

During the three months ended March 31, 2015, we incurred approximately $1.6 million of integration and other costs related to the Aktiv acquisition. We estimate that we will incur approximately $3-4 million of additional non-recurring integration costs over the next few quarters. Additionally, as a result of expanding our international footprint into many countries with various currencies throughout Europe, we are subject to foreign currency fluctuations between and among the U.S. dollar and each of the other currencies in which we now operate. As a result, for the three months ended March 31, 2015, we recorded net foreign currency transaction gains of $6.8 million in our income statement. 
Our industry is highly regulated under various laws. In the United States, they include the FDCPA, FCRA, Dodd-Frank Act, Telephone Consumer Protection Act and its prohibition against unfair, deceptive and abusive acts and practices (“UDAAP”) and other federal and state laws. Likewise, our business is regulated by various laws in the European countries and Canadian territories in which we operate. We are subject to inspections, examinations, supervision and investigation by regulators in the United Kingdom, in each U.S. state in which we are licensed, and also by the CFPB. If any such inspections or investigations result in findings or there is an adjudication that we have failed to comply with applicable laws and regulations, we could be subject to penalties, litigation losses and expenses, damage to our reputation, or the suspension or termination of or required modification to our ability to conduct collections, which would adversely affect our financial results and condition. The CFPB is currently looking into practices regarding the collection of consumer debt in our industry. In response to an investigative demand from the CFPB, we have provided certain documents and data regarding our debt collection practices. We have provided comments and engaged in discussions, which have included a number of face-to-face meetings with the CFPB staff. Subsequently, we have discussed a proposed resolution involving possible penalties, restitution and the adoption of new practices and controls in the conduct of our business. In these discussions, the staff has taken certain positions with respect to legal requirements applicable to our debt collection practices with which we disagree. While we are actively seeking a consensual resolution to this matter, if we are unable to resolve our differences through these ongoing discussions, we could become involved in litigation. The CFPB is also expected to adopt additional rules that will affect our industry, and has sought feedback on a wide range of debt collection issues. There can be no assurance that the outcome of these discussions, possible litigation or new industry regulations would not have an adverse effect on our business' financial condition or operating results.


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On August 4, 2014, the Office of the Comptroller of the Currency (“OCC”) issued risk guidance detailing the principles they expect financial institutions to follow in connection with the sale of consumer debt. We are currently in the process of evaluating the impact that this guidance may have on our business, if any.

Earnings Summary
During the first quarter of 2015 , net income was $58.1 million, or $1.19 per diluted share, compared with $40.8 million, or $0.81 per diluted share, in the first quarter of 2014 . Total revenue was $245.2 million in the first quarter of 2015 , up 26.5% from the first quarter of 2014 . Revenues in the first quarter of 2015 consisted of $228.4 million in income recognized on finance receivables, net, $13.1 million in fee income and $3.7 million in other revenue. Income recognized on finance receivables, net, in the first quarter of 2015 increased $50.4 million, or 28.3%, over the first quarter of 2014 , primarily as a result of an increase in cash collections mainly due to the Aktiv acquisition. Cash collections, which drive our finance receivable income, were $399.7 million in the first quarter of 2015 , up 27.5%, or $86.3 million, as compared to the first quarter of 2014 . During the first quarter of 2015 , we incurred $1.6 million in net allowance charges, compared with $2.0 million of net allowance reversals in the first quarter of 2014 .
Fee income decreased to $13.1 million in the first quarter of 2015 from $15.6 million in the first quarter of 2014 , primarily due to lower fee income generated by Claims Compensation Bureau, LLC ("CCB"), whose revenues vary depending on the timing and outcome of individual class action settlements. This was partially offset by the fee income generated in the first quarter of 2015 by Aktiv.
A summary of how our revenue was generated during the three months ended March 31, 2015 and 2014 is as follows:
 
For the Three Months Ended March 31,
(amounts in thousands)
2015
 
2014
Cash collections
$
399,747

 
$
313,367

Amortization of finance receivables
(169,714
)
 
(137,350
)
Net allowance (charges)/reversals
(1,630
)
 
1,953

Income recognized on financial receivables, net
228,403

 
177,970

Fee income
13,053

 
15,608

Other revenue
3,750

 
344

Total revenues
$
245,206

 
$
193,922

Operating expenses were $149.0 million in the first quarter of 2015 , up 21.8% over the first quarter of 2014, due primarily to the inclusion of Aktiv's expenses in the first quarter of 2015.
During the three months ended March 31, 2015 and 2014, we acquired defaulted consumer receivables portfolios at a cost of $185.0 million (excluding the $27.9 million investment in a securitized fund in Poland) and $152.7 million, respectively. In any period, we acquire defaulted consumer receivables that can vary dramatically in their age, type and ultimate collectability. We may pay significantly different purchase rates for purchased receivables within any period as a result of this relative quality fluctuation. In addition, market forces can drive pricing rates up or down in any period, irrespective of other relative quality fluctuations. As a result, the average purchase rate paid for any given period can fluctuate dramatically based on our particular buying activity in that period. However, regardless of the average purchase price and for similar time frames, we intend to target a similar internal rate of return, after direct expenses, in pricing our portfolio acquisitions during any quarter; therefore, the absolute rate paid is not necessarily relevant to the estimated profitability of a period's buying.


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Results of Operations
The results of operations include the financial results of the Company and all of our subsidiaries. The following table sets forth certain operating data as a percentage of total revenues for the periods indicated:
 
For the Three Months Ended March 31,
 
2015
 
2014
Revenues:
 
 
 
Income recognized on finance receivables, net
93.2
%
 
91.8
%
Fee income
5.3
%
 
8.0
%
Other revenue
1.5
%
 
0.2
%
Total revenues
100.0
%
 
100.0
%
Operating expenses:
 
 
 
Compensation and employee services
26.6
%
 
26.5
%
Legal collection fees
5.6
%
 
5.6
%
Legal collection costs
8.5
%
 
13.7
%
Agency fees
3.4
%
 
0.7
%
Outside fees and services
5.2
%
 
5.6
%
Communication expenses
4.2
%
 
4.6
%
Rent and occupancy
1.5
%
 
1.2
%
Depreciation and amortization
1.9
%
 
2.0
%
Other operating expenses
3.9
%
 
3.1
%
Total operating expenses
60.8
%
 
63.0
%
Income from operations
39.2
%
 
36.9
%
Other expense:
 
 
 
Interest income
0.1
%
 
0.0
%
Interest expense
6.1
%
 
2.5
%
Net foreign currency transaction gain
2.8
%
 
0.0
%
Income before income taxes
36.0
%
 
34.4
%
Provision for income taxes
12.3
%
 
13.4
%
Net income
23.7
%
 
21.1
%
Three Months Ended March 31, 2015 Compared To Three Months Ended March 31, 2014
Revenues
Total revenues were $245.2 million for the three months ended March 31, 2015 , an increase of $51.3 million, or 26.5%, compared to total revenues of $193.9 million for the three months ended March 31, 2014 .
Income Recognized on Finance Receivables, net
Income recognized on finance receivables, net was $228.4 million for the three months ended March 31, 2015 , an increase of $50.4 million, or 28.3%, compared to income recognized on finance receivables, net of $178.0 million for the three months ended March 31, 2014 . The increase was primarily due to an increase in cash collections on our finance receivables to $399.7 million for the three months ended March 31, 2015 , from $313.4 million for the three months ended March 31, 2014 , an increase of $86.3 million, or 27.5%. This increase was largely due to the inclusion of Aktiv's cash collections in the first quarter of 2015. Our finance receivables amortization rate, including net allowance charges, was 42.9% for the three months ended March 31, 2015 compared to 43.2% for the three months ended March 31, 2014 .
Accretable yield represents the amount of income recognized on finance receivables the Company can expect to generate over the remaining life of its existing portfolios based on estimated future cash flows as of the balance sheet date. Additions represent the original expected accretable yield, on portfolios purchased during the period, to be earned by the Company based on its proprietary buying models. Net reclassifications from nonaccretable difference to accretable yield primarily result from the Company’s increase in its estimate of future cash flows. Increases in future cash flows may occur as portfolios age and actual

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cash collections exceed those originally expected. If those cash flows are determined to be incremental to the portfolio’s original forecast, future projections of cash flows are generally increased resulting in higher expected revenue and hence increases in accretable yield. During the three months ended March 31, 2015 and 2014, the Company reclassified amounts from nonaccretable difference to accretable yield due primarily to increased cash collection forecasts relating to pools acquired from 2007-2013. When applicable, net reclassifications to nonaccretable difference from accretable yield result from the Company’s decrease in its estimates of future cash flows and allowance charges that exceed the Company’s increase in its estimate of future cash flows.
Income recognized on finance receivables, net, is shown net of changes in valuation allowances which are recorded for significant decreases in expected cash flows or a change in timing of cash flows which would otherwise require a reduction in the stated yield on a pool of accounts. For the three months ended March 31, 2015 , we recorded net allowance charges of $1.6 million. On our domestic Core portfolios, we recorded allowance reversals of $0.8 million on portfolios purchased between 2006 and 2008, offset by allowance charges of $2.7 million on portfolios purchased between 2010 and 2012. On our Insolvency portfolios, we recorded allowance reversals of $0.3 million on our domestic portfolios. No allowance charges or reversals were recorded during the period on the portfolios acquired from Aktiv. For the three months ended March 31, 2014, we recorded net allowance charge reversals of $2.0 million. On our domestic Core portfolios, we recorded net allowance reversals of $3.1 million on portfolios purchased between 2005 and 2008, offset by net allowance charges of $0.9 million on portfolios purchased in 2010. On our Insolvency portfolios, we recorded net allowance charge reversals of $0.3 million on portfolios primarily purchased in 2007. We also recorded a net allowance charge of $0.5 million on our UK portfolios purchased in 2012.
In any given period, we may be required to record valuation allowances due to pools of receivables underperforming our previous expectations. Factors that may contribute to the recording of valuation allowances may include both internal as well as external factors. External factors which may have an impact on the collectability, and subsequently to the overall profitability, of purchased pools of defaulted consumer receivables include: new laws or regulations relating to collections, new interpretations of existing laws or regulations, and the overall condition of the economy. Internal factors which may have an impact on the collectability, and subsequently the overall profitability, of purchased pools of defaulted consumer receivables would include: necessary revisions to initial and post-acquisition scoring and modeling estimates, non-optimal operational activities (relating to the collection and movement of accounts on both our collection floor and external channels), and decreases in productivity related to turnover of our collection staff.
Fee Income
Fee income decreased to $13.1 million in the first quarter of 2015 from $16.0 million in the first quarter of 2014 , primarily due to lower fee income generated by CCB, whose revenues vary depending on the timing and outcome of individual class action settlements. This was partially offset by the fee income generated in the first quarter of 2015 by our new European operations.
Income from Operations
Income from operations was $96.2 million for the three months ended March 31, 2015 , an increase of $24.6 million or 34.4% compared to income from operations of $71.6 million for the three months ended March 31, 2014 . Income from operations was 39.2% of total revenue for the three months ended March 31, 2015 compared to 36.9% for the three months ended March 31, 2014 .
Operating Expenses
Operating expenses were $149.0 million for the three months ended March 31, 2015 , an increase of $26.7 million or 21.8% compared to operating expenses of $122.3 million for the three months ended March 31, 2014 . This increase was due primarily to the inclusion of Aktiv's expenses in the first quarter of 2015. Operating expenses were 36.1% of cash receipts for the three months ended March 31, 2015 compared to 37.2% for the three months ended March 31, 2014 .
Compensation and Employee Services
Compensation and employee services expenses were $65.3 million for the three months ended March 31, 2015 , an increase of $13.9 million, or 27.0%, compared to compensation and employee services expenses of $51.4 million for the three months ended March 31, 2014 . Compensation expense increased primarily as a result of larger staff sizes, mainly attributable to the acquisition of Aktiv, in addition to increases in incentive compensation and normal pay increases. Total full-time equivalents increased 6.2% to 3,847 as of March 31, 2015 , from 3,621 as of March 31, 2014 . Compensation and employee services expenses as a percentage of cash receipts increased to 15.8% for the three months ended March 31, 2015 , from 15.6% of cash receipts for the three months ended March 31, 2014 .

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Legal Collection Fees
Legal collection fees represent contingent fees incurred for the cash collections generated by our independent third party collection attorneys. Legal collection fees were $13.7 million for the three months ended March 31, 2015 , an increase of $2.9 million, or 26.9%, compared to legal collection fees of $10.8 million for the three months ended March 31, 2014 .  This increase was mainly attributable to legal collection fees incurred by our new European operations. Legal collection fees for both the three months ended March 31, 2015 and 2014, were 3.3% of cash receipts.
Legal Collection Costs
Legal collection costs consist of costs paid to courts where a lawsuit is filed and the cost of documents received from sellers of defaulted consumer receivables. Legal collection costs were $20.9 million for the three months ended March 31, 2015 , a decrease of $5.6 million, or 21.1%, compared to legal collection costs of $26.5 million for the three months ended March 31, 2014 . Prior to 2015, we were expanding the number of accounts brought into the legal collection process resulting in increasing legal collections costs. This expansion has subsided over the last several quarters which led to the decrease. Legal collection costs for the three months ended March 31, 2015 were 5.1% of cash receipts, compared to 8.1% for the three months ended March 31, 2014 .
Agent Fees
Agent fees primarily represent third party collection fees and costs paid to repossession agents to repossess vehicles. Agent fees were $8.3 million for the three months ended March 31, 2015 , compared to $1.5 million for the three months ended March 31, 2014 . This increase was mainly attributable to the third party collection fees incurred by our new European operations.
Outside Fees and Services
Outside fees and services expenses were $12.8 million for the three months ended March 31, 2015 , an increase of $2.0 million, or 18.5%, compared to outside fees and services expenses of $10.8 million for the three months ended March 31, 2014 . The increase was mainly attributable to the outside fees and services expenses incurred by our new European operations.
Communication Expenses
Communication expenses were $10.4 million for the three months ended March 31, 2015 , an increase of $1.4 million, or 15.6%, compared to communications expenses of $9.0 million for the three months ended March 31, 2014 . The increase was largely due to expenses incurred by our new European operations as well as additional postage expenses incurred as a result of an increase in special collection letter campaigns and a larger customer base.
Rent and Occupancy
Rent and occupancy expenses were $3.6 million for the three months ended March 31, 2015 , an increase of $1.3 million, or 56.5%, compared to rent and occupancy expenses of $2.3 million for the three months ended March 31, 2014 . The increase was primarily due to the rent and occupancy expense incurred by our new European operations.
Depreciation and Amortization
Depreciation and amortization expenses were $4.6 million for the three months ended March 31, 2015 , an increase of $0.7 million, or 17.9%, compared to depreciation and amortization expenses of $3.9 million for the three months ended March 31, 2014 . The increase was primarily due to the depreciation and amortization expense incurred by our new European operations.
Other Operating Expenses
Other operating expenses were $9.6 million for the three months ended March 31, 2015 , an increase of $3.5 million, or 57.4%, compared to other operating expenses of $6.1 million for the three months ended March 31, 2014 . The increase was primarily due to other operating expenses incurred by our new European operations.
Interest Expense
Interest expense was $14.9 million and $4.9 million for the three months ended March 31, 2015 and 2014 , respectively. The increase was primarily due to the additional financing needed to facilitate the closing of the Aktiv acquisition and the additional interest incurred on the Aktiv assumed debt and interest rate swap contracts.


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Provision for Income Taxes
Provision for income taxes was $30.0 million for the three months ended March 31, 2015 , an increase of $4.1 million, or 15.8%, compared to provision for income taxes of $25.9 million for the three months ended March 31, 2014 . The increase is primarily due to an increase of 32.1% in income before taxes for the three months ended March 31, 2015 , compared to the three months ended March 31, 2014 . During the three months ended March 31, 2015 , our effective tax rate was 34.1%, compared to 38.8% for the three months ended March 31, 2014. The decrease was due primarily to having proportionately more income in the recent quarterly period in foreign jurisdictions with lower tax rates than the U.S., due to the Aktiv acquisition.
We intend for predominantly all foreign earnings to be permanently reinvested in our foreign operations. If foreign earnings were repatriated, we would need to accrue and pay taxes; however, foreign tax credits would be available to partially reduce U.S. income taxes. The amount of cash on hand related to foreign operations with permanently reinvested earnings was $15.8 million and $7.8 million as of March 31, 2015 and 2014, respectively.


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Supplemental Performance Data
Finance Receivables Portfolio Performance:
The following tables show certain data related to our finance receivables portfolio. These tables describe the purchase price, actual cash collections and future estimates of cash collections, income recognized on finance receivables (gross and net of allowance charges/(reversals)), principal amortization, allowance charges/(reversals), net finance receivable balances, and the ratio of total estimated collections to purchase price (which we refer to as purchase price multiple) as well as the original purchase price multiple. Certain adjustments, as noted in the footnotes to these tables, have been made to reduce the impact of foreign currency fluctuations on purchase price multiples.
Further, these tables disclose our Americas and European Core portfolios and our Americas and European Insolvency portfolios. The accounts represented in the Insolvency tables are those portfolios of accounts that were in an insolvency status at the time of purchase. This contrasts with accounts in our Core portfolios that file for bankruptcy/insolvency protection after we purchase them, which continue to be tracked in their corresponding Core portfolio. Core customers sometimes file for bankruptcy/insolvency protection subsequent to our purchase of the related Core portfolio. When this occurs, we adjust our collection practices accordingly to comply with bankruptcy/insolvency rules and procedures; however, for accounting purposes, these accounts remain in the related Core portfolio. Conversely, Insolvency accounts may be dismissed voluntarily or involuntarily subsequent to our purchase of the related Insolvency portfolio. Dismissal occurs when the terms of the bankruptcy are not met by the petitioner. When this occurs, we are typically free to pursue collection outside of bankruptcy procedures; however, for accounting purposes, these accounts remain in the related Insolvency pool.
Purchase price multiples can vary over time due to a variety of factors including pricing competition, supply levels, age of the receivables purchased, and changes in our operational efficiency. For example, increased pricing competition during the 2005 to 2008 period negatively impacted purchase price multiples of our Core portfolio compared to prior years. Conversely, during the 2009 to 2011 period, pricing disruptions occurred as a result of the economic downturn. This created unique and advantageous purchasing opportunities, particularly within the Insolvency market, relative to the prior four years.
When competition increases and/or supply decreases, pricing often becomes negatively impacted relative to expected collections, and yields tend to trend lower.  The opposite tends to occur when competition decreases and/or supply increases.
Purchase price multiples can also vary among types of finance receivables. For example, we incur lower collection costs on our Insolvency portfolio compared with our Core portfolio. This allows us, in general, to pay more for an Insolvency portfolio and experience lower purchase price multiples, while generating similar internal rates of return, net of expenses, when compared with a Core portfolio.
Within a given portfolio type, to the extent that lower purchase price multiples are the result of more competitive pricing and lower yields, this will generally lead to higher amortization rates (payments applied to principal as a percentage of cash collections) and lower profitability. As portfolio pricing becomes more favorable on a relative basis, our profitability will tend to increase. Profitability within given Core portfolio types may also be impacted by the age and quality of the receivables, which impact the cost to collect those accounts.
The numbers presented in the following tables represent gross cash collections and do not reflect any costs to collect; therefore, they may not represent relative profitability. We continue to make enhancements to our analytical abilities, with the intent to collect more cash at a lower cost. To the extent we can improve our collection operations by collecting additional cash from a discrete quantity and quality of accounts, and/or by collecting cash at a lower cost structure, we can positively impact profitability.
Revenue recognition under FASB ASC Topic 310-30 “Loans and Debt Securities Acquired with Deteriorated Credit Quality” (“ASC 310-30”) is driven by estimates of total collections as well as the timing of those collections. We record new portfolio purchases based on our best estimate of the cash flows expected at acquisition, which reflects the uncertainties inherent in the purchase of past due loans and the results of our underwriting process.  Subsequent to the initial booking, as we gain collection experience and confidence with a pool of accounts, we continuously update ERC. These processes, along with the aforementioned operational enhancements, have tended to cause the ratio of ERC to purchase price for any given year of buying to gradually increase over time. As a result, our estimate of total collections has often increased as pools have aged. Thus, all factors being equal in terms of pricing, one would typically tend to see a higher collection to purchase price ratio from a pool of accounts that was six years from purchase than say a pool that was just two years from purchase.
Due to all the factors described above, readers should be cautious when making comparisons of purchase price multiples among periods and between types of receivables.


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Purchase period
 Purchase Price (3)
Net Finance Receivables (4)
Estimated Remaining Collections (5)
Total Estimated Collections (6)
Current Purchase Price Multiple
Original Purchase Price Multiple (2)
Americas-Core
 
 
 
 
 
 
1996-2004
$
254,734

$

$
13,539

$
1,111,752

436
%
300
%
2005
113,865

5,227

15,556

291,032

256
%
221
%
2006
90,039

5,706

14,040

197,792

220
%
225
%
2007
179,838

15,241

44,850

443,398

247
%
227
%
2008
166,522

16,684

40,285

374,805

225
%
220
%
2009
125,276

9,997

67,460

451,588

360
%
252
%
2010
148,538

19,645

108,689

528,365

356
%
247
%
2011
210,748

43,423

193,077

712,723

338
%
245
%
2012
255,345

104,411

306,917

713,608

279
%
226
%
2013
392,176

219,673

593,923

1,002,456

256
%
211
%
2014
406,596

329,535

692,925

855,178

210
%
204
%
2015
138,973

137,115

278,825

285,996

206
%
206
%
Subtotal
2,482,650

906,657

2,370,086

6,968,693

 
 
 
 
 
 
 
 
 
Americas-Insolvency
 
 
 
 
 
1996-2004
7,468


37

14,610

196
%
174
%
2005
29,301

40

151

43,917

150
%
142
%
2006
17,627

81

309

32,191

183
%
139
%
2007
78,525

350

1,141

106,139

135
%
150
%
2008
108,582

1,646

2,827

169,237

156
%
163
%
2009
156,023


17,852

478,994

307
%
214
%
2010
209,140

5,051

45,660

556,373

266
%
184
%
2011
181,754

34,606

74,027

344,267

189
%
155
%
2012
252,194

88,027

117,776

353,961

140
%
136
%
2013
228,285

120,434

159,461

315,457

138
%
133
%
2014
150,444

111,381

137,175

186,516

124
%
124
%
2015
16,436

16,436

20,903

20,927

127
%
127
%
Subtotal
1,435,779

378,052

577,319

2,622,589

 
 
Total Americas
3,918,429

1,284,709

2,947,405

9,591,282

 
 
 
 
 
 
 
 
 
Europe-Core
 
 
 
 
 
 
2012
20,449

470

2,498

29,709

145
%
187
%
2013
20,379

4,725

7,440

23,700

116
%
119
%
2014 (1)
780,056

625,264

1,582,335

1,815,193

233
%
208
%
2015
21,353

21,267

27,181

27,445

129
%
129
%
Subtotal
842,237

651,726

1,619,454

1,896,047

 
 
 
 
 
 
 
 
 
Europe-Insolvency
 
 
 
 
 
 
2014
11,629

10,011

14,361

15,732

135
%
129
%
2015
8,370

8,326

10,477

10,739

128
%
128
%
Subtotal
19,999

18,337

24,838

26,471

 
 
Total Europe (3)
862,236

670,063

1,644,292

1,922,518

 
 
Total PRA Group
$
4,780,665

$
1,954,772

$
4,591,697

$
11,513,800

 
 
(1) The amount reflected in the purchase price column includes the acquisition date finance receivable portfolio that was acquired in connection with the Aktiv acquisition.
(2) The original purchase price multiple represents the initial full year purchase price multiple in the year of acquisition. For 2015, it represents the year-to-date purchase price multiple for 2015.
(3) For our international amounts, purchase price adjustments that occur in 2015 are presented at the period end exchange rate for the respective year of purchase.
(4) For our international amounts, net finance receivables are presented at the March 31, 2015 exchange rate.
(5) For our international amounts, ERC is presented at the period end exchange rate for the respective year of purchase.
(6) For our international amounts, total estimated collections is computed as ERC plus life-to-date cash collections translated using average exchange rates in the period of collection.


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Below includes data for the first quarter of 2015 on our portfolios including cash collections, revenue, amortization, allowance charges/(reversals), net finance receivable revenue and net finance receivable balances on our consolidated balance sheet:
<
Purchase period
Purchase Price (2)
Cash Collections (3)
Gross Revenue  (3)
Amortization (3)
Allowance  (3)
Net Revenue (3)
Net Finance Receivables (4)
Americas-Core
 
 
 
 
 
 
 
1996-2004
$
254,734

$
2,692

$
2,692

$

$

$
2,692

$

2005
113,865

1,312

911

401


911

5,227

2006
90,039

1,142

702

440

(150
)
852

5,706

2007
179,838

4,107

2,750

1,357

(200
)
2,950

15,241

2008
166,522

3,986

2,335

1,651

(450
)
2,785

16,684

2009
125,276

7,398

5,861

1,537


5,861

9,997

2010
148,538

11,214

9,076

2,138

620

8,456

19,645