PRA Group
PRA GROUP INC (Form: 10-Q, Received: 11/06/2015 17:50:02)
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 September 30, 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 November 5, 2015
Common Stock, $0.01 par value
 
48,206,421



PRA GROUP, INC.
INDEX
 
 
 
Page(s)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2


Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
PRA GROUP, INC.
CONSOLIDATED BALANCE SHEETS
September 30, 2015 and December 31, 2014
(unaudited)
(Amounts in thousands, except per share amounts)
 
 
September 30,
2015
 
December 31,
2014
Assets
 
 
 
Cash and cash equivalents
$
69,111

 
$
39,661

Investments
75,985

 
89,703

Finance receivables, net
2,167,178

 
2,001,790

Other receivables, net
24,648

 
12,959

Income taxes receivable
12,840

 

Net deferred tax asset
831

 
6,126

Property and equipment, net
46,105

 
48,258

Goodwill
502,383

 
527,445

Intangible assets, net
24,458

 
10,933

Other assets
61,011

 
41,876

Total assets
$
2,984,550

 
$
2,778,751

Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Accounts payable
$
3,693

 
$
4,446

Accrued expenses
97,123

 
89,361

Income taxes payable
9,534

 
11,020

Other liabilities
4,460

 
5,962

Net deferred tax liability
267,587

 
255,587

Interest bearing deposits
46,277

 
27,704

Borrowings
1,654,457

 
1,482,456

Total liabilities
2,083,131

 
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, 48,204 issued and outstanding shares at September 30, 2015, and 49,577 issued and outstanding shares at December 31, 2014
482

 
496

Additional paid-in capital
31,344

 
111,659

Retained earnings
1,032,966

 
906,010

Accumulated other comprehensive loss
(201,275
)
 
(115,950
)
Total stockholders’ equity - PRA Group, Inc.
863,517

 
902,215

Noncontrolling interest
$
37,902

 
$

Total equity
$
901,419

 
$
902,215

Total liabilities and total equity
$
2,984,550

 
$
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 and nine months ended September 30, 2015 and 2014
(unaudited)
(Amounts in thousands, except per share amounts)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Revenues:
 
 
 
 
 
 
 
Income recognized on finance receivables, net
$
208,184

 
$
224,326

 
$
656,651

 
$
584,814

Fee income
17,803

 
12,757

 
44,734

 
42,875

Other revenue
3,443

 
1,890

 
10,448

 
2,549

Total revenues
229,430

 
238,973

 
711,833

 
630,238

Operating expenses:
 
 
 
 
 
 
 
Compensation and employee services
66,084

 
65,237

 
199,675

 
169,083

Legal collection fees
13,715

 
13,778

 
41,520

 
35,982

Legal collection costs
18,879

 
20,367

 
59,289

 
72,329

Agent fees
7,961

 
5,988

 
24,006

 
8,902

Outside fees and services
12,583

 
17,210

 
37,846

 
40,114

Communication
8,021

 
8,642

 
26,512

 
25,370

Rent and occupancy
3,684

 
3,283

 
10,723

 
8,032

Depreciation and amortization
5,413

 
4,949

 
14,939

 
13,107

Other operating expenses
38,963

 
11,330

 
58,151

 
25,111

Total operating expenses
175,303

 
150,784

 
472,661

 
398,030

Income from operations
54,127

 
88,189

 
239,172

 
232,208

Other income and (expense):
 
 
 
 
 
 
 
Interest expense
(16,787
)
 
(11,807
)
 
(45,015
)
 
(21,733
)
Net foreign currency transaction gain/(loss)
(3,160
)
 
3,258

 
7,213

 
(2,931
)
Income before income taxes
34,180

 
79,640

 
201,370

 
207,544

Provision for income taxes
16,597

 
28,473

 
74,227

 
78,030

Net income
$
17,583

 
$
51,167

 
$
127,143

 
$
129,514

Less net income attributable to noncontrolling interest
187

 

 
187

 

Net income attributable to PRA Group, Inc.
$
17,396

 
$
51,167

 
$
126,956

 
$
129,514

Net income per common share:
 
 
 
 
 
 
 
Basic
$
0.36

 
$
1.02

 
$
2.62

 
$
2.59

Diluted
$
0.36

 
$
1.01

 
$
2.61

 
$
2.57

Weighted average number of shares outstanding:
 
 
 
 
 
 
 
Basic
48,265

 
50,075

 
48,438

 
50,023

Diluted
48,498

 
50,439

 
48,693

 
50,413

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

4


PRA GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME
For the three and nine months ended September 30, 2015 and 2014
(unaudited)
(Amounts in thousands)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Net income
$
17,583

 
$
51,167

 
$
127,143

 
$
129,514

Other comprehensive loss:
 
 
 
 
 
 
 
Change in foreign currency translation
(47,738
)
 
(47,541
)
 
(85,325
)
 
(45,182
)
Comprehensive (loss)/income
$
(30,155
)
 
$
3,626

 
$
41,818

 
$
84,332

Comprehensive income/(loss) attributable to noncontrolling interest:
 
 
 
 
 
 
 
Net income attributable to noncontrolling interest
187

 

 
187

 

Change in foreign currency translation
(7,466
)
 

 
(7,466
)
 

Comprehensive (loss) attributable to noncontrolling interest
(7,279
)
 

 
(7,279
)
 

Comprehensive (loss)/income attributable to PRA Group, Inc.
$
(22,876
)
 
$
3,626

 
$
49,097

 
$
84,332

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 nine months ended September 30, 2015
(unaudited)
(Amounts in thousands)
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
 
 
Additional
 
 
 
Other
 
 
 
 
 
Common Stock
 
Paid-in
 
Retained
 
Comprehensive
 
Noncontrolling
 
Total
 
Shares
 
Amount
 
Capital
 
Earnings
 
Loss
 
Interest
 
Equity
Balance at December 31, 2014
49,577

 
$
496

 
$
111,659

 
$
906,010

 
$
(115,950
)
 
$

 
$
902,215

Components of comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income

 

 

 
126,956

 

 
187

 
127,143

Foreign currency translation adjustment

 

 

 

 
(85,325
)
 
(7,466
)
 
(92,791
)
Initial noncontrolling interests related to business acquisition

 

 

 

 

 
45,181

 
45,181

Vesting of nonvested shares
237

 
2

 
(2
)
 

 

 

 

Repurchase and cancellation of common stock
(1,610
)
 
(16
)
 
(85,486
)
 

 

 

 
(85,502
)
Share-based compensation

 

 
11,535

 

 

 

 
11,535

Income tax benefit from share-based compensation

 

 
4,115

 

 

 

 
4,115

Employee stock relinquished for payment of taxes

 

 
(10,477
)
 

 

 

 
(10,477
)
Balance at September 30, 2015
48,204

 
$
482

 
$
31,344

 
$
1,032,966

 
$
(201,275
)
 
$
37,902

 
$
901,419

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

6


PRA GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2015 and 2014
(unaudited)
(Amounts in thousands)
 
Nine Months Ended September 30,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income
$
127,143

 
$
129,514

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Share-based compensation
11,535

 
9,456

Depreciation and amortization
14,939

 
13,107

Amortization of debt discount
3,178

 
3,027

Amortization of debt fair value

 
(3,595
)
Deferred tax expense
11,474

 
31,055

Net foreign currency transaction (gain)/loss
(7,213
)
 
2,931

Changes in operating assets and liabilities:
 
 
 
Other assets
(15,201
)
 
1,622

Other receivables
(12,917
)
 
4,225

Accounts payable
(2,762
)
 
(16,328
)
Income taxes receivable/payable, net
(13,405
)
 
(111
)
Accrued expenses
9,479

 
7,125

Other liabilities
(760
)
 
(9,603
)
Net cash provided by operating activities
125,490

 
172,425

Cash flows from investing activities:
 
 
 
Purchases of property and equipment
(10,520
)
 
(16,513
)
Acquisition of finance receivables, net of buybacks
(729,992
)
 
(412,740
)
Collections applied to principal on finance receivables
513,473

 
420,570

Business acquisitions, net of cash acquired
(1,423
)
 
(851,183
)
Purchase of investments
(45,513
)
 

Proceeds from sales and maturities of investments
58,551

 

Net cash used in investing activities
(215,424
)
 
(859,866
)
Cash flows from financing activities:
 
 
 
Income tax benefit from share-based compensation
4,115

 
4,159

Proceeds from lines of credit
645,119

 
485,000

Principal payments on lines of credit
(406,259
)
 
(48,500
)
Repurchases of common stock
(85,502
)
 

Principal payments on long-term debt
(43,624
)
 
(7,500
)
Proceeds from long-term debt

 
169,938

Payments of line of credit origination costs and fees
(5,000
)
 

Net increase in interest-bearing deposits
20,612

 
51

Net cash provided by financing activities
129,461

 
603,148

Effect of exchange rate on cash and cash equivalents
(10,077
)
 
(7,411
)
Net increase/(decrease) in cash and cash equivalents
29,450

 
(91,704
)
Cash and cash equivalents, beginning of period
39,661

 
162,004

Cash and cash equivalents, end of period
$
69,111

 
$
70,300

Supplemental disclosure of cash flow information:
 
 
 
Cash paid for interest
$
38,344

 
$
21,097

Cash paid for income taxes
70,527

 
41,682

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 nonperforming loans. The Company also services receivables on behalf of clients, provides business tax revenue administration, audit, discovery and recovery services for state and local governments in the 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.
On August 3, 2015, the Company acquired 55% of the equity interest in RCB Investimentos S.A. (“RCB”). The remaining 45% of the equity interest in RCB is owned by the founders and previous owners of RCB. RCB was founded in 2007 and is a leading master servicing platform for nonperforming loans in Brazil. RCB specializes in structuring, investing and operating receivable and credit-related assets. The founders of RCB entered into long-term employment agreements with the Company and will continue to manage RCB's local business in Brazil. The consolidated income statement for the three and nine months ended September 30, 2015 includes the results of operations of RCB from August 3, 2015 through September 30, 2015.

The Company’s investment for the 55% ownership of RCB was paid for with approximately $55.2 million in cash which was borrowed under its existing domestic revolving credit facility. The majority of cash paid by the Company to acquire the equity interest in RCB is expected to be used in the ordinary course of business. As part of the investment and call option agreements, the Company has the right to purchase the remaining 45% of RCB at certain multiples of earnings before interest, taxes, depreciation and amortization ("EBITDA") beginning on August 3, 2019 and lasting for two years.

In accordance with ASC Topic 810, “Consolidation”, the Company has consolidated all financial statement accounts of RCB in its consolidated balance sheet as of September 30, 2015 and its consolidated income statement for the three and nine months ended September 30, 2015. The noncontrolling interest amount is included as a separate component of stockholders’ equity and represents the 45% interest not controlled by the Company. In addition, net income attributable to the noncontrolling interest is stated separately in the consolidated income statement for the three and nine months ended September 30, 2015. Due to the immateriality of the RCB acquisition, proforma financial information and the amount of revenue and earnings included in the Company's consolidated income statements has not been provided.
The following table shows the amount of revenue generated for the three and nine months ended September 30, 2015 and 2014 and long-lived assets held at September 30, 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 September 30, 2015
 
Three Months Ended September 30, 2014
 
Revenues
 
Long-Lived Assets
 
Revenues
 
Long-Lived Assets
United States
$
176,038

 
$
36,801

 
$
188,134

 
$
35,411

Outside the United States
53,392

 
9,304

 
50,839

 
10,558

Total
$
229,430

 
$
46,105

 
$
238,973

 
$
45,969

 
 
 
 
 
 
 
 

8

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


 
As Of And For The
 
As Of And For The
 
Nine Months Ended September 30, 2015
 
Nine Months Ended September 30, 2014
 
Revenues
 
Long-Lived Assets
 
Revenues
 
Long-Lived Assets
United States
$
545,636

 
$
36,801

 
$
573,048

 
$
35,411

Outside the United States
166,197

 
9,304

 
57,190

 
10,558

Total
$
711,833

 
$
46,105

 
$
630,238

 
$
45,969

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 September 30, 2015 , its consolidated income statements and statements of comprehensive income for the three and nine months ended September 30, 2015 and 2014 , its consolidated statement of changes in stockholders’ equity for the nine months ended September 30, 2015 , and its consolidated statements of cash flows for the nine months ended September 30, 2015 and 2014 .  The consolidated income statements of the Company for the three and nine months ended September 30, 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.

2.
Finance Receivables, net:
Changes in finance receivables, net for the three and nine months ended September 30, 2015 and 2014 were as follows (amounts in thousands):

Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Balance at beginning of period
$
2,012,552

 
$
1,219,595

 
$
2,001,790

 
$
1,239,191

Acquisitions of finance receivables (1)
342,134

 
894,779

 
729,992

 
1,146,947

Foreign currency translation adjustment
(14,939
)
 
(52,247
)
 
(51,131
)
 
(51,858
)
Cash collections
(380,753
)
 
(372,743
)
 
(1,170,124
)
 
(1,005,384
)
Income recognized on finance receivables, net
208,184

 
224,326

 
656,651

 
584,814

Cash collections applied to principal
(172,569
)
 
(148,417
)
 
(513,473
)
 
(420,570
)
Balance at end of period
$
2,167,178

 
$
1,913,710

 
$
2,167,178

 
$
1,913,710

(1) Acquisitions of finance receivables are net of buybacks and include certain capitalized acquisition related costs.
At the time of acquisition, each pool is estimated to have a life of up to 120 months based on projected amounts and timing of future cash collections using the proprietary models of the Company. At September 30, 2015 , the weighted average remaining life of the Company's pools is estimated to be approximately 116 months . Based upon current projections, cash collections applied to principal on finance receivables as of September 30, 2015 are estimated to be as follows for the twelve months in the periods ending (amounts in thousands):

9

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


September 30, 2016
$
573,084

September 30, 2017
461,334

September 30, 2018
366,564

September 30, 2019
287,432

September 30, 2020
192,356

September 30, 2021
140,797

September 30, 2022
87,967

September 30, 2023
40,948

September 30, 2024
16,696

 
$
2,167,178

At September 30, 2015 , the Company had unamortized purchased principal (purchase price) in pools accounted for under the cost recovery method of $12.9 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 and nine months ended September 30, 2015 and 2014 were as follows (amounts in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,

2015
 
2014
 
2015
 
2014
Balance at beginning of period
$
2,538,647

 
$
1,481,826

 
$
2,513,185

 
$
1,430,067

Income recognized on finance receivables, net
(208,184
)
 
(224,326
)
 
(656,651
)
 
(584,814
)
Additions
218,182

 
1,172,796

 
564,452

 
1,377,416

Net reclassifications from nonaccretable difference
139,923

 
84,074

 
308,904

 
290,431

Foreign currency translation adjustment
(4,425
)
 
(59,040
)
 
(45,747
)
 
(57,770
)
Balance at end of period
$
2,684,143

 
$
2,455,330

 
$
2,684,143

 
$
2,455,330

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 and nine months ended September 30, 2015 and 2014 (amounts in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Beginning balance
$
92,681

 
$
86,849

 
$
86,166

 
$
91,101

Allowance charges
11,335

 
2,992

 
18,930

 
5,765

Reversal of previous recorded allowance charges

 
(4,690
)
 
(1,080
)
 
(11,715
)
Net allowance charges/(reversals)
11,335

 
(1,698
)
 
17,850

 
(5,950
)
Ending balance
$
104,016

 
$
85,151

 
$
104,016

 
$
85,151



10

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


3. Investments:

Investments consist of the following at September 30, 2015 and December 31, 2014 (amounts in thousands):
 
 
September 30,
2015
 
December 31,
2014
Trading
 
 
 
 
Short-term investments
 
$

 
$
37,405

Available-for-sale
 
 
 
 
Securitized assets
 
7,050

 
3,721

Held-to-maturity
 
 
 
 
Securitized assets
 
53,500

 
31,017

Other investments
 
 
 
 
Private equity funds
 
15,435

 
17,560

 
 
$
75,985

 
$
89,703

Trading

Short-term investments : The Company’s short-term investments are comprised of money market mutual funds and 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 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 fund's Series B certificates and a 20% interest in the fund's Series C certificates. Each certificate comes with one vote and is governed by a co-investment agreement. The Series B 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 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 $1.8 million and $4.9 million during the three and nine months ended September 30, 2015 , and are 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

11

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


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 September 30, 2015 and December 31, 2014 were as follows (amounts in thousands):
 
September 30, 2015
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Aggregate Fair Value
Available-for-sale
 
 
 
 
 
 
 
Securitized assets
$
6,696

 
354

 

 
$
7,050

Held-to-maturity
 
 
 
 
 
 
 
Securitized assets
53,500

 
5,822

 

 
59,322

 
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):
 
September 30, 2015
 
December 31, 2014
Domestic and Canadian revolving credit
$
478,250

 
$
409,000

Domestic term loan
173,750

 
185,000

Seller note payable
169,938

 
169,938

Multicurrency revolving credit
568,503

 
427,680

Aktiv subordinated loan

 
30,000

Convertible senior notes
287,500

 
287,500

Less: debt discount
(23,484
)
 
(26,662
)
Total
$
1,654,457

 
$
1,482,456

Domestic and Canadian 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 (such agreement as later amended or modified, the “Credit Agreement”). On August 4, 2015, the Company entered into a Fifth Amendment (the “Fifth Amendment”) to the Credit Agreement.  Among other things, the Fifth Amendment (a) added Bank of America, N.A., acting through its Canada branch, as Canadian Administrative Agent under the Credit Agreement, (b) added the Company’s wholly-owned subsidiary, PRA Group Canada Inc., as a Borrower under the Credit Agreement, (c) removed the Financial Covenant with respect to Consolidated Tangible Net Worth, (d) terminated the Multi Currency Revolving B Commitments, (e) added $50.0 million of Canadian Revolving Commitments, (f) modified the definition of Permitted Acquisitions to increase the baskets included therein, (g) permits Company subsidiaries organized under the laws of Brazil to borrow up to $150.0 million and to grant liens with respect to such borrowings, and (h) acknowledged the change of the Company’s legal name in October 2014 to PRA Group, Inc. On September 30, 2015, the Company entered into a sixth amendment which increased the allowable amount of stock repurchases during the term of the agreement to $315 million and removed the covenant that the Company cannot exceed $100 million in share repurchases during a given year. The aggregate commitments under the Credit Agreement have not changed.

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


The total credit facility under the Credit Agreement includes an aggregate principal amount of $823.8 million (subject to compliance with a borrowing base and applicable debt covenants), which consists of (i) a fully-funded $173.8 million term loan, (ii) a $600 million domestic revolving credit facility, of which $138.8 million is available to be drawn, and (iii) a $50 million Canadian revolving credit facility, of which $32.9 million is available to be drawn. The facilities all mature on December 19, 2017. The term and revolving loans accrue interest, at the option of the Company, at either the base rate or the Eurodollar rate (as defined in the Credit Agreement) for the applicable term plus 2.50%  per annum in the case of the Eurodollar rate loans and 1.50% in the case of the base rate loans. The base rate is the highest of (a) the Federal Funds Rate (as defined in the Credit Agreement) plus 0.50% , (b) Bank of America’s prime rate, and (c) the Eurodollar rate plus 1.00% . The Company’s revolving credit facility includes a $20 million swingline loan sublimit, and a $20 million letter of credit sublimit.
The Credit Agreement is secured by a first priority lien on substantially all of 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;
capital expenditures during any fiscal year cannot exceed $40 million ;
cash dividends and distributions during any fiscal year cannot exceed $20 million ;
stock repurchases during the term of the agreement cannot exceed $315 million ;
permitted acquisitions (as defined in the Credit Agreement) during any fiscal year cannot exceed $250 million ;
indebtedness in the form of senior, unsecured convertible notes or other unsecured financings cannot exceed $500 million in the aggregate (without respect to the Company’s 3.00% Convertible Senior Notes due 2020);
the Company must maintain positive consolidated income from operations (as defined in the Credit Agreement) during any fiscal quarter; and
restrictions on changes in control.
The revolving credit facility also bears an unused line fee of 0.375%  per annum, payable quarterly in arrears.
The Company's borrowings on this credit facility at September 30, 2015 consisted of $173.8 million outstanding on the term loan with an annual interest rate as of September 30, 2015 of 2.69% and $478.3 million outstanding on the revolving facilities with a weighted average interest rate of 2.74% . 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 on the revolving facility with a weighted average interest rate of 2.68% .
Seller Note Payable
In conjunction with the closing of the Aktiv Kapital AS ("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. On May 22, 2015, the Company amended the Seller Note to extend the maturity date to January 19, 2016 and allow for an option for the Company to extend the maturity to July 19, 2016. The Seller Note bears interest at the three-month London Interbank Offered Rate (“LIBOR”) plus 3.75% . The quarterly interest due can be paid or added into the Seller Note balance at the Company's option. At September 30, 2015 , the balance due on the Seller Note was $169.9 million with an annual interest rate of 4.08% .
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 and on June 12, 2015, the Company entered into a first amendment to the Multicurrency Revolving Credit Agreement (“the Amended Multicurrency Revolving Credit Agreement”) which provided, among other things, an increase in the total commitments from $500 million to an aggregate of $750 million , subject to certain requirements, and an increase in the maximum ERC ratio from 28% to 33% , subject to the payment of additional associated fees.

Under the terms of the Amended Multicurrency Revolving Credit Agreement, the credit facility includes an aggregate amount of $750 million , of which $199.3 million is available to be drawn, accrues interest at the Interbank Offered Rate ("IBOR") plus 2.50 - 3.30% (as determined by the ERC Ratio as defined in the Amended Multicurrency Revolving Credit Agreement), bears an unused line fee of 1.05% per annum, payable monthly in arrears, and matures on October 23, 2019. The Amended Multicurrency Revolving Credit Agreement also includes an Overdraft Facility aggregate amount of $40 million , of which $22.2 million is

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


available to be drawn, accrues interest at the IBOR plus 2.50 - 3.30% (as determined by the ERC Ratio as defined in the Amended Multicurrency Revolving Credit Agreement), bears a facility line fee of 0.50% per annum, payable quarterly in arrears, and also matures October 23, 2019.
The Amended Multicurrency Revolving Credit Agreement is secured by i) the shares of most of the Company's European subsidiaries and ii) all intercompany loan receivables in Europe. The Amended Multicurrency Revolving Credit Agreement also contains restrictive covenants and events of default including the following:
the ERC Ratio (as defined in the Amended Multicurrency Revolving Credit Agreement) may not exceed 33% ;
the GIBD Ratio (as defined in the Amended Multicurrency Revolving Credit Agreement) cannot exceed 3.0 to 1.0 as of the end of any fiscal quarter;
interest bearing deposits in AK Nordic AB cannot exceed SEK 500,000,000 ;
cash collections must exceed 95% of Europe's ERC for the same set of portfolios, measured monthly on a quarterly basis.

At September 30, 2015 , the balance on the Amended Multicurrency Revolving Credit Agreement was $568.5 million , with an annual interest rate of 3.55% .
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% , and originally was scheduled to mature on January 16, 2016.
Convertible Senior Notes
On August 13, 2013, the Company completed the private offering of $287.5 million in aggregate principal amount of the Company’s 3.00% Convertible Senior Notes due 2020 (the “Notes”). The Notes were issued pursuant to an Indenture, dated August 13, 2013 (the "Indenture") between the Company and Wells Fargo Bank, National Association, as trustee. The Indenture contains customary terms and covenants, including certain events of default after which the Notes may be due and payable immediately. The Notes are senior unsecured obligations of the Company and mature on August 1, 2020. 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 September 30, 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 would 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, would be used to settle 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.

14

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


ASC 470-20, "Debt with Conversion and Other Options" (“ASC 470-20”), requires that, for convertible debt instruments that may be settled fully or partially in cash upon conversion, issuers must separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. Additionally, debt issuance costs are required to be allocated in proportion to the allocation of the liability and equity components and accounted for as debt issuance costs and equity issuance costs, respectively.
The balances of the liability and equity components of the Notes outstanding were as follows as of the dates indicated (amounts in thousands):
 
 
September 30, 2015
 
December 31, 2014
Liability component - principal amount
 
$
287,500

 
$
287,500

Unamortized debt discount
 
(23,484
)
 
(26,662
)
Liability component - net carrying amount
 
$
264,016

 
$
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 September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
Interest expense - stated coupon rate
 
$
2,156

 
$
2,156

 
$
6,468

 
$
6,469

Interest expense - amortization of debt discount
 
1,074

 
1,023

 
3,178

 
3,027

Total interest expense - convertible notes
 
$
3,230


$
3,179

 
$
9,646

 
$
9,496

The Company believes it was in compliance with all covenants under its financing arrangements as of September 30, 2015 and December 31, 2014.
The following principal payments are due on the Company's borrowings as of September 30, 2015 for the twelve month periods ending (amounts in thousands):
September 30, 2016
$
188,688

September 30, 2017
35,000

September 30, 2018
598,250

September 30, 2019

September 30, 2020
568,503

Thereafter
287,500

Total
$
1,677,941



15

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


5.
Property and Equipment, net:
Property and equipment, at cost, consisted of the following as of the dates indicated (amounts in thousands):
 
 
September 30,
2015
 
December 31,
2014
Software
$
60,847

 
$
53,076

Computer equipment
21,629

 
20,488

Furniture and fixtures
13,183

 
11,502

Equipment
12,923

 
12,880

Leasehold improvements
13,125

 
14,429

Building and improvements
7,230

 
7,049

Land
1,296

 
1,269

Accumulated depreciation and amortization
(84,128
)
 
(72,435
)
Property and equipment, net
$
46,105

 
$
48,258

Depreciation and amortization expense relating to property and equipment for the three and nine months ended September 30, 2015 , was $3.9 million and $11.5 million , respectively. Depreciation and amortization expense relating to property and equipment for the three and nine months ended September 30, 2014 , was $3.6 million and $9.5 million , respectively.
6.
Goodwill and Intangible Assets, net:
In connection with the Company’s 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 September 30, 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 September 30, 2015 and 2014, the carrying value of goodwill was $502.4 million and $594.4 million , respectively. The following table represents the changes in goodwill for the three and nine months ended September 30, 2015 and 2014 (amounts in thousands):
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
Balance at beginning of period:
 
 
 
 
 
 
 
 
Goodwill
 
$
509,398

 
$
111,519

 
$
533,842

 
$
110,240

Accumulated impairment loss
 
(6,397
)
 
(6,397
)
 
(6,397
)
 
(6,397
)
 
 
503,001

 
105,122

 
527,445

 
103,843

Changes:
 
 
 
 
 
 
 
 
Acquisitions
 
32,044

 
512,049

 
32,044

 
512,049

Foreign currency translation adjustment
 
(32,662
)
 
(22,770
)
 
(57,106
)
 
(21,491
)
Net change in goodwill
 
(618
)
 
489,279

 
(25,062
)
 
490,558

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill
 
508,780

 
600,798

 
508,780

 
600,798

Accumulated impairment loss
 
(6,397
)
 
(6,397
)
 
(6,397
)
 
(6,397
)
Balance at end of period
 
$
502,383

 
$
594,401

 
$
502,383

 
$
594,401



16

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


The $32.0 million increase in goodwill during the three and nine months ended September 30, 2015, is a result of the acquisition of 55% of the equity interest in RCB on August 3, 2015. Goodwill recognized from the acquisition of RCB represents, among other things, RCB's leading master servicing platform for nonperforming loans in Brazil, an established workforce, the future economic benefits arising from a new market and expanded geographical diversity. The acquired goodwill is not deductible for U.S. income tax purposes.
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 September 30, 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 $12.2 million with a weighted average remaining life for all nonvested shares of 1.7 years (not including nonvested shares granted under the LTI program).
Total share-based compensation expense was $3.9 million and $11.5 million for the three and nine months ended September 30, 2015 , respectively. Total share-based compensation expense was $4.0 million and $9.5 million for the three and nine months ended September 30, 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 $0.1 million and $7.9 million for the three and nine months ended September 30, 2015 , respectively. The total tax benefit realized from share-based compensation was approximately $0.3 million and $7.9 million for the three and nine months ended September 30, 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.
The following summarizes all nonvested share transactions, excluding those related to the LTI program, from December 31, 2013 through September 30, 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
100

 
53.29

Vested
(107
)
 
35.72

Cancelled
(4
)
 
47.17

September 30, 2015
328

 
$
52.95

The total grant date fair value of shares vested during the three and nine months ended September 30, 2015 , was $0.7 million and $3.8 million , respectively. The total grant date fair value of shares vested during the three and nine months ended September 30, 2014 , was $0.2 million and $3.3 million , respectively.

17

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


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 September 30, 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
(7
)
 
40.05

September 30, 2015
361

 
$
45.58

The total grant date fair value of shares vested during the three and nine months ended September 30, 2015 , was $0.0 million and $5.1 million , respectively. The total grant date fair value of shares vested during the three and nine months ended September 30, 2014 , was $0.0 million and $5.7 million , respectively.
At September 30, 2015 , total future compensation expenses, assuming the current estimated performance levels are achieved, related to nonvested share awards granted under the LTI program are estimated to be approximately $9.8 million . The Company assumed a 7.5% forfeiture rate for these grants and the remaining shares have a weighted average life of 1.1 years at September 30, 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 for its finance receivables. Under the cost recovery method, collections on finance receivables are applied first to principal to reduce the finance receivables to zero before taxable income is recognized. The Internal Revenue Service ("IRS") examined the Company's 2005 through 2012 tax returns and has asserted that tax revenue recognition using the cost recovery method does not clearly reflect taxable income. The Company believes it has sufficient support for the technical merits of its position, and believes cost recovery to be an acceptable tax revenue recognition method for the Company's industry. The 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 (the "Tax Court"). On July 10, 2015 and July 21, 2015, the IRS filed motions for summary judgment for tax years 2008 through 2012 and 2005 through 2007, respectively. On October 30, 2015, the U.S. Tax Court held oral arguments on the IRS Motion for Summary Judgment.  The court deferred issuing a ruling from the bench and indicated it would expect to issue an Order within two weeks regarding its disposition on all pending motions.  The court also set this matter for trial, to begin on September 19, 2016, for an anticipated ten days in the event the court denies the IRS Motion for Summary Judgment.   If the Tax Court judge grants the motions for summary judgment in favor of the IRS, the Company can appeal to the federal Court of Appeals. See Note 10 “Commitments and Contingencies” for more information.
At September 30, 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.

18

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


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 September 30, 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 and nine months ended September 30, 2015 and 2014 (amounts in thousands, except per share amounts):
 
For the Three Months Ended September 30,
 
2015
 
2014
 
Net income attributable to PRA Group, Inc.
 
Weighted  Average
Common  Shares
 
EPS
 
Net income attributable to PRA Group, Inc.
 
Weighted  Average
Common  Shares
 
EPS
Basic EPS
$
17,396

 
48,265

 
$
0.36

 
$
51,167

 
50,075

 
$
1.02

Dilutive effect of nonvested share awards
 
 
233

 

 
 
 
364

 
(0.01
)
Diluted EPS
$
17,396

 
48,498

 
$
0.36

 
$
51,167

 
50,439

 
$
1.01

 
 
 
 
 
 
 
 
 
 
 
 
 
For the Nine Months Ended September 30,
 
2015
 
2014
 
Net income attributable to PRA Group, Inc.
 
Weighted  Average
Common  Shares
 
EPS
 
Net income attributable to PRA Group, Inc.
 
Weighted  Average
Common  Shares
 
EPS
Basic EPS
$
126,956

 
48,438

 
$
2.62

 
$
129,514

 
50,023

 
$
2.59

Dilutive effect of nonvested share awards
 
 
255

 
(0.01
)
 
 
 
390

 
(0.02
)
Diluted EPS
$
126,956

 
48,693

 
$
2.61

 
$
129,514

 
50,413

 
$
2.57

There were no antidilutive options outstanding for the three or nine months ended September 30, 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 September 30, 2015, the estimated future compensation under these agreements is approximately $21.3 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 $21.3 million total above.  

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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 September 30, 2015 total approximately $34.8 million .
Forward Flow Agreements:
The Company is party to several forward flow agreements that allow for the purchase of nonperforming loans at pre-established prices. The maximum remaining amount to be purchased under forward flow agreements at September 30, 2015 is approximately $427.3 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 September 30, 2015, the Company has recorded a present value amount for the expected remaining liability of $3.5 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 and regulatory matters, most of which are incidental to the ordinary course of its business. The Company initiates lawsuits against customers and is occasionally countersued by them in such actions. Also, customers, either individually, as members of a class action, or through a governmental entity on behalf of customers, may initiate litigation against the Company in which they allege that the Company has violated a state or federal law in the process of collecting on an account.  From time to time, other types of lawsuits are brought against the Company. Additionally, the Company receives subpoenas and other requests or demands for information from regulators or governmental authorities who are investigating the Company's debt collection activities. The Company evaluates and responds appropriately to such requests.

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

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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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”).  Following the ruling of the United States Federal Communications Commission on June 10, 2015 on various petitions concerning the TCPA, the Court lifted the stay of these matters that had been in place since May 20, 2014.
 
Internal Revenue Service Audit

The IRS examined the Company's 2005 through 2012 tax returns and has asserted that tax revenue recognition using the cost recovery method does not clearly reflect taxable income. The Company believes it has sufficient support for the technical merits of its position, and believes cost recovery to be an acceptable tax revenue recognition method for the Company's industry. The Company has received Notices of Deficiency for tax years ended December 31, 2005 through 2012. The proposed deficiencies relate to the cost recovery method of tax accounting for finance receivables. In response to the notices, the Company filed petitions in the Tax Court challenging the deficiency. On July 10, 2015 and July 21, 2015, the IRS filed motions for summary judgment for tax years 2008 through 2012 and 2005 through 2007, respectively. On October 30, 2015, the U.S. Tax Court held oral arguments on the IRS Motion for Summary Judgment.  The court deferred issuing a ruling from the bench and indicated it would expect to issue an Order within two weeks regarding its disposition on all pending motions.  The court also set this matter for trial, to begin on September 19, 2016, for an anticipated ten days in the event the court denies the IRS Motion for Summary Judgment.   If the Tax Court judge grants the motions for summary judgment in favor of the IRS, the Company can appeal to the federal Court of Appeals.  If the Company is unsuccessful in Tax Court and any potential appeals to the federal Court of Appeals, it may ultimately be required to pay the related deferred taxes, and possibly interest and penalties. Deferred tax liabilities related to this item were $246.9 million at September 30, 2015. Any adverse determination on this matter could result in the Company amending state tax returns for prior years, increasing its taxable income in those states. The Company files tax returns in multiple state jurisdictions; therefore, any underpayment of state tax will accrue interest in accordance with the respective state statute. The Company’s estimate of the potential federal and state interest is $91.1 million as of September 30, 2015, which has not been accrued.

Consumer Financial Protection Bureau Investigation

On September 9, 2015, Portfolio Recovery Associates, LLC, a wholly owned subsidiary of the Company, entered into a Consent Order with the Consumer Financial Protection Bureau (the “CFPB”), settling a previously disclosed investigation of certain debt collection practices of the subsidiary (the "Consent Order"). 

Among other things, the Consent Order requires the Company to: (i) vacate 837 judgments obtained after the applicable statute of limitations, refund $860,607 in payments received on account of such judgments and waive the remaining $3,411,094 of judgment balances; (ii) refund $18,184,836 in Litigation Department Calls Restitution, as defined in the Consent Order, and (iii) pay an $8,000,000 civil money penalty to the CFPB.

The civil monetary penalty was paid during the three month period ended September 30, 2015, and was recorded in Other operating expenses.  The refunds and the Litigation Department Calls Restitution are expected to be paid during future periods, following a process outlined in the Consent Order.  Accordingly, the aforementioned refunds and restitution payments were accrued at September 30, 2015, and were included in Other operating expenses for the three months ended September 30, 2015. In addition, the Company has restricted cash of $19.0 million recorded in Other assets on its balance sheet for the purpose of paying the refunds and restitution.


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


Portfolio Recovery Associates, LLC v. Guadalupe Mejia
On May 11, 2015, an unfavorable jury verdict was delivered against the Company in a matter pending in Jackson County, Missouri. The jury awarded Guadalupe Mejia $251,000 in compensatory damages and $82,009,549 in punitive damages (altogether, the “Award”) for her counter-claim against the Company, alleging malicious prosecution and impermissible collection practices. The Company believes the verdict and magnitude of the Award to be erroneous and has filed a motion to set aside the Award. Unless reduced or overturned, the Award will likely have a material adverse effect on the Company's financial condition and/or operations.
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.

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 FASB 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 September 30, 2015 and December 31, 2014 (amounts in thousands):
 
September 30, 2015
 
December 31, 2014
 
Carrying
Amount
 
Estimated
Fair Value
 
Carrying
Amount
 
Estimated
Fair Value
Financial assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
69,111

 
$
69,111

 
$
39,661

 
$
39,661

Held-to-maturity investments
53,500

 
59,322

 
31,017

 
31,017

Other investments
15,435

 
16,315

 
17,560

 
19,776

Finance receivables, net
2,167,178

 
2,610,106

 
2,001,790

 
2,460,787

Financial liabilities:
 
 
 
 
 
 
 
Interest-bearing deposits
46,277

 
46,277

 
27,704

 
27,704

Revolving lines of credit
1,046,753

 
1,046,753

 
836,680

 
836,680

Term loans
173,750

 
173,750

 
185,000

 
185,000

Notes and loans payable
169,938

 
169,938

 
199,938

 
199,938

Convertible notes
264,016

 
298,931

 
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:

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


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.
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 September 30, 2015 and December 31, 2014 (amounts in thousands):
 
Fair Value Measurements as of September 30, 2015
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 
 
 
 
 
 
Available-for-sale investments
$

 
$

 
$
7,050

 
$
7,050

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

 
2,059

 

 
2,059


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


 
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.
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, 2017, and can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption, with early application not permitted. The Company is evaluating its implementation approach and the potential impacts of the new standard on its existing revenue recognition policies and procedures.

In June 2014, FASB issued ASU 2014-12, "Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period" (“ASU 2014-12”). ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. The adoption of the new guidance is not expected to have a material impact on the Company's Consolidated Financial Statements.

In February 2015, FASB issued ASU 2015-02, "Consolidation (Topic 810), Amendments to the Consolidation Analysis" ("ASU 2015-02"). The amendments under the new guidance modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities and eliminate the presumption that a general partner should consolidate a limited partnership. ASU 2015-02 is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in

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


an interim period. A reporting entity also may apply the amendments retrospectively. The adoption of the new guidance is not expected to have a material impact on the Company's Consolidated Financial Statements.

In April 2015, FASB issued ASU 2015-03, “Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” ("ASU 2015-03"). ASU 2015-03 requires an entity to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. For public business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. An entity should apply the new guidance on a retrospective basis. The Company has debt issuance costs which will be reclassified upon adoption of the guidance, but it is not expected to have a material impact on the Company's Consolidated Financial Statements.

In April 2015, FASB issued ASU 2015-05, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement” ("ASU 2015-05"). ASU 2015-05 provides explicit guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement. The new guidance clarifies that if a cloud computing arrangement includes a software license, the customer should account for the license consistent with its accounting for other software licenses. If the arrangement does not include a software license, the customer should account for the arrangement as a service contract. For public business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. An entity can elect to adopt the new guidance either prospectively for all arrangements entered into or materially modified after the effective date, or on a retrospective basis. The Company is currently evaluating the impact of adopting this guidance on its financial position and results of operations.

13.
Proforma Financial Information:

Aktiv Results

The Company's results for the third quarter and first nine months of 2014 include the operations of Aktiv from the acquisition date of July 16, 2014 through September 30, 2014.
    
The table below presents the estimated impact of the Aktiv acquisition on our revenue and income from continuing operations, net of tax for the three and nine months ended September 30, 2014. These amounts include certain corporate expenses, transaction costs or merger related expenses that resulted from the acquisition and are therefore not representative of the actual results of the operations of these businesses on a stand-alone basis.

Included in the combined pro forma results are adjustments to reflect the impact of certain purchase accounting adjustments, including adjustments to Income recognized on finance receivables, net, Outside fees and services, Depreciation and amortization, and Interest expense.

The pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the actual combined financial results had the closing of the Aktiv acquisition been completed on January 1, 2014 nor does it reflect the benefits obtained through the integration of business operations realized since acquisition. Furthermore, the information is not indicative of the results of operations in future periods. The pro forma condensed combined financial information does not reflect the impact of possible business model changes nor does it consider any potential impacts of market conditions, expense efficiencies or other factors.
 
 
Aktiv Impact
 
2014 Combined Pro Forma Results
 
 
From July 16, 2014 through September 30, 2014
 
Three months ended September 30,
 
Nine months ended September 30,
(amounts in thousands)
 
 
2014
 
2014
Revenue
 
$
47,605

 
$
250,407

 
$
769,503

Net Income attributable to PRA Group, Inc.
 
17,085

 
49,377

 
172,956



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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 nonperforming loans at appropriate prices;
our ability to replace our nonperforming loans 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 nonperforming loans;
our ability to successfully acquire receivables of new asset types;
changes in, or interpretations of, bankruptcy or collection laws that could negatively affect our business, including by causing an increase in certain types of bankruptcy filings involving liquidations, which may cause our collections to decrease;
changes in, or interpretations of, 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;
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;
adverse outcomes in pending litigations;
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;
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,” the "Risk Factors" contained in Part II, Item 1A of this Form 10-Q, as well as the discussion of “Business” and “Risk Factors” described in Part I, Item I and Item 1A of 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 nonperforming loans. We also service receivables on behalf of clients on either a commission or transaction-fee basis, provide class action claims settlement recovery services and related payment processing to corporate clients, and provide vehicle location, skip tracing and collateral recovery services for auto lenders, governments and law enforcement. 
We are headquartered in Norfolk, Virginia, and employ approximately 3,715 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 nonperforming consumer loans throughout Europe and in Canada, for a purchase price of approximately $861.3 million, and assumed approximately $433.7 million of Aktiv’s corporate debt, resulting in an 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.

On August 3, 2015, we acquired 55% of the equity interest in RCB. The remaining 45% of the equity interest in RCB is owned by the founders and previous owners of RCB. RCB was founded in 2007 and is a leading master servicing platform for nonperforming loans in Brazil. RCB specializes in structuring, investing and operating receivable and credit-related assets. The founders of RCB each entered into long-term employment agreements with us and will continue to manage RCB's local business in Brazil.

Our investment for the 55% ownership of RCB was paid for with approximately $55.2 million in cash which was borrowed under our existing domestic revolving credit facility. The majority of cash we paid to acquire the equity interest in RCB is expected to be used in the ordinary course of business. As part of the investment and call option agreements, we have the right to purchase the remaining 45% of RCB at certain multiples of EBITDA beginning on August 3, 2019 and lasting for two years.

During the three months ended September 30, 2015, we incurred approximately $0.8 million of integration and other costs related to the Aktiv and RCB acquisitions. 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 September 30, 2015, we recorded net foreign currency transaction losses of $3.2 million in our income statement.
Our industry is highly regulated under various laws. In the United States, they include the Fair Debt Collection Practices Act ("FDCPA"), Fair Credit Reporting Act ("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

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financial results and condition. The CFPB is currently looking into practices regarding the collection of consumer debt in our industry. The CFPB is also expected to adopt additional rules that will affect our industry, and has sought feedback on a wide range of debt collection issues. We believe that the Consent Order (as defined below) that was entered into with the CFPB will help set the standard by which such rules are adopted.

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 have not experienced a material impact to our debt purchasing business resulting from this guidance since it was published.  We anticipate that the OCC will publish further clarification to this guidance, which may or may not result in a material impact.

Earnings Summary
During the three months ended September 30, 2015 , net income attributable to PRA Group, Inc. was $17.4 million , or $0.36 per diluted share, compared with $51.2 million , or $1.01 per diluted share, in the three months ended September 30, 2014 . Total revenue was $229.4 million in the three months ended September 30, 2015 , down 4.0% from the three months ended September 30, 2014 . Revenues in the three months ended September 30, 2015 consisted of $208.2 million in income recognized on finance receivables, net, $17.8 million in fee income and $3.4 million in other revenue. Income recognized on finance receivables, net, in the three months ended September 30, 2015 decreased $16.1 million, or 7.2%, over the three months ended September 30, 2014 , primarily as a result of an increase in net allowance charges and an increase in our amortization rate. During the three months ended September 30, 2015 , we incurred $11.3 million in net allowance charges, compared with $1.7 million of net allowance reversals in the three months ended September 30, 2014 . Our finance receivables amortization rate, including net allowance charges/reversals, was 45.3% for the three months ended September 30, 2015 compared to 39.8% for the three months ended September 30, 2014 . Our finance receivables amortization rate, excluding net allowance charges/reversals, was 42.3% for the three months ended September 30, 2015 compared to 40.3% for the three months ended September 30, 2014 . Cash collections, which drive our finance receivable income, were $380.8 million in the three months ended September 30, 2015 , up 2.1%, or $8.0 million, as compared to the three months ended September 30, 2014 .
Fee income increased to $17.8 million during the three months ended September 30, 2015 from $12.8 million in the three months ended September 30, 2014 , primarily due to higher fee income generated by Claims Compensation Bureau, LLC ("CCB"), PRA Location Services, LLC ("PLS"), and our government services subsidiaries. This was partially offset by a decrease in fee income generated in the three months ended September 30, 2015 by our foreign operations.
A summary of the sources of our revenue during the three months ended September 30, 2015 and 2014 is presented below:
 
For the Three Months Ended September 30,
(amounts in thousands)
2015
 
2014
Cash collections
$
380,753

 
$
372,743

Amortization of finance receivables
(161,234
)
 
(150,115
)
Net allowance (charges)/reversals
(11,335
)
 
1,698

Income recognized on financial receivables, net
208,184

 
224,326

Fee income
17,803

 
12,757

Other revenue
3,443

 
1,890

Total revenues
$
229,430

 
$
238,973

Operating expenses were $175.3 million in the three months ended September 30, 2015 , up 16.2%, or $24.5 million, as compared to the three months ended September 30, 2014 , primarily due to $28.8 million in expenses incurred during the three months ended September 30, 2015 relating to the Consent Order entered into with the CFPB.
During the three months ended September 30, 2015 and 2014, we acquired nonperforming loans portfolios at a cost of $344.6 million and $891.4 million, respectively. The 2014 amount includes the portfolios acquired in the Aktiv acquisition. In any period, we acquire nonperforming loans that can vary dramatically in their age, type and ultimate collectability. We may pay significantly different purchase rates for purchased receivables within any period as a result of this 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 September 30,