Ashish Masih
Analyst · Mark Hughes from SunTrust. Your line is open
Thanks, Bruce, and good afternoon everyone. Thank you for joining our conference call. Today, we are excited to announce that we have agreed to acquire the remaining portion of Cabot Credit Management. This transaction brings significant strategic benefits to both companies and is financially very compelling for Encore, as it will be accretive to our earnings per share and will increase our expected earnings growth rate. In addition, the expected IRR on this transaction is very attractive. On today’s call, we plan to review the acquisition, provide a summary of our first quarter 2018 performance, and update the earnings growth outlook we provided in February, which will improve due to the impact of the transaction. To begin, the transaction solidifies our position as a global leader in our sector. Strategically, this transaction is a natural continuation of the path we embarked upon when we originally acquired a stake in Cabot in 2013; and reflects the successful expansion of Cabot’s business over the past five years. We view Cabot as the best platform for long-term leadership and growth in Europe, and this transaction cements the strategic benefits of this partnership. While we remain highly focused on the U.S. market, the large and growing European NPL market continues to provide significant attractive opportunities for us to deploy capital. In addition, a number of factors, such as new European Central Bank regulations, are likely to drive additional debt sales volume in the future. We concluded years ago that it was important to reduce the risk of operating as a monoline player in a single market, and our diversification strategy provides alternate opportunities for capital deployment and profitability in those periods when the domestic debt buying market cycle is out of favor. While the U.S. market is very attractive at the current time, our investments in other geographies, including the transaction we announced today, should reduce volatility in our overall business over time. Our European business, led by Cabot, has also developed a number of product specialties including credit cards, loans, mortgages, REO, SME debt, telco, utilities debt, auto and IVAs, as well as servicing and BPO capabilities. In addition to the strategic merits of this acquisition, the transaction is highly attractive financially to Encore: First, the expected IRR is greater than 15%. Second, the deal is accretive to earnings in 2018 and beyond. Third, this acquisition simplifies our complex financials and our company structure. Looking more closely at these financial benefits, this deal is immediately accretive to earnings. Last quarter, we said that our earnings growth percentage in 2018 was expected to be comparable to our growth in 2017. Today, we reaffirm our previous expectations, and note that if this transaction closes on June 30, we expect our earnings per share to grow in 2018 by at least 20%, keeping in mind that this incremental earnings growth reflects only six months of full Cabot ownership. Increasing the clarity of our message is a less obvious driver of shareholder value, but an important one nonetheless, as we’ve simplified our structure and clarified our place in the market. This transaction provides resolution to the ongoing question regarding Cabot’s ownership and is expected to remove much of the complexity associated with noncontrolling interest in our financial results and the Preferred Equity Certificates or PECs, in the existing ownership structure. This is also a very low-risk transaction as we have had the opportunity to be closely engaged in the management and strategic direction of Cabot's business for the past five years, and as a result, we know this company extremely well. There is minimal integration risk involved in our plans. This transaction is expected to only minimally increase our debt and only in the near term, while equity issued to the sellers, including JC Flowers, will actually drive a reduction in our debt to equity ratio. We have also hedged the cash portion of the purchase price to protect against any exchange rate movements between now and closing. The Cabot management team has been a great partner over the past five years, and we expect them to stay in place and continue to operate successfully and deliver profitable growth. We are purchasing the portion of Cabot that we do not yet own, representing approximately 57% of the common share ownership and a total of 53% of the economic ownership, including the Preferred Equity Certificates or PECs that we do not own today. The total consideration will be 5 million shares of Encore stock and £175.5 million in cash, reflecting an equity valuation for Cabot of approximately £620 million, which we believe to be a very attractive price. The transaction is expected to close within 90 days, subject to HSR approval and other customary closing conditions. We have committed financing in place to fund the cash portion and we have a variety of options available to us for permanent financing. Debt leverage is an important consideration in any transaction, including this one. We believe that we must operate our business within an acceptable band of debt leverage to be most effective. Cabot will continue to fund itself on a standalone basis going forward, and its debt will remain non-recourse to Encore. Although Cabot carries a higher level of debt than our domestic business, their back book includes a large number of paying accounts. In addition, after the acquisition of Westcot last fall, they are generating more cash and have more capital-light servicing revenue, which supports their higher leverage. We would also like to emphasize that despite stock being issued to complete this transaction, the deal remains highly accretive from an earnings perspective. As a quick review for new investors, we wanted to take a moment to briefly discuss Cabot and the strength of their organization. Since our initial investment in Cabot in 2013, management has significantly increased the company’s scale, improved operational capabilities and achieved meaningful efficiency gains. Over the past five years, we believe Cabot has separated itself from the competition in the U.K. market and Ireland, by driving superior returns based on investments they’ve made in their call centers and their legal collections network. Through a combination of organic efforts and strategic acquisitions, Cabot has expanded its geographic footprint to include Spain, Portugal and France, and added liquidation expertise in consumer secured and SME accounts, as well as capabilities in the emerging BPO segment. Encore’s Grove subsidiary, which specializes in U.K. IVAs and has additional servicing capabilities as well as portfolios purchased in Spain and Italy, will be aligned with Cabot through this transaction, supplementing Cabot’s capabilities. In addition, Cabot, through their recent acquisition of Wescot, as well as other entities, has significantly increased their debt servicing operations, which not only provides an attractive source of cash flow, but also strengthens their relationships with issuers and creates an additional avenue to acquire portfolios. Through investments in operational and litigation expertise, combined with their use of data analytics and behavioral science, Cabot has been able to deliver collections performance that exceeds industry benchmarks together with strong cost efficiency. We believe Encore's sophisticated collections capabilities and technology will be additive to Cabot's own operations over time, and we expect both companies will benefit from sharing their full expertise. As a result of all of these initiatives, Cabot has demonstrated a strong track record of profitable growth, achieving a compounded annual growth rate of 20% in cash collections from 2012 to 2017. Cabot has a seasoned back book that is resilient to changes in economic conditions, with 72% of its U.K. collections coming from regular payers in 2017. Importantly, Cabot is very much in line with Encore’s consumer-centric culture, was the first large debt purchaser to receive FCA approval in the UK, and, as a result, is viewed as a strong partner for issuers in managing their reputational risk. As a result of this track record, we believe Cabot is the premier platform to be a leading long-term player in the European debt buying and recovery space or years to come. Encore’s growth strategy remains two-pronged: First, focus on opportunities in the U.S. And second, strengthening and developing our international businesses. In the U.S., we’re focusing our efforts on continued liquidation improvement and managing expenses in an environment in which we’re increasing capacity, while ramping up deployments at attractive IRRs. We’ll continue to develop key competitive advantages in technology, analytics, operations and compliance. Because of our responsiveness to market changes in the U.S. and our comprehensive understanding of the U.S. market, we believe we are well-positioned to maximize benefits from the current market environment and to achieve strong risk-adjusted returns. We’ve also demonstrated through today’s announced transaction that strengthening and developing our international business continues to be an important pillar in our overall growth strategy. Our global reach and scale provide significant competitive advantages. Our large data warehouse leads to improved pricing and collections. We are able to purchase large portfolios and our economies of scale provide us the ability to absorb fixed costs for necessary investments in compliance and risk management. We have access to global funding sources and our global reach enables us to better serve multinational financial institution clients. Perhaps as important as all of these differentiators is our market reputation around the globe as a consumercentric operator. Banks and issuers reward us with additional business as they look to us to help them manage reputational risk and take care of consumer relationships after default. As a result of our growth strategy, Encore has become a diversified global leader in our industry, capable of deploying capital across markets where we see the most attractive opportunities. I’d now like to review Encore’s U.S. business. Consistent with recent trends, debt purchasing conditions in the U.S. market remain favorable. All indications from the Federal Reserve and U.S. banks continue to support our view that the supply of charged-off credit card receivables is on track for continued growth for this year and beyond. Consistent with this backdrop of healthy supply, pricing remains favorable. According to our estimates, the expansion of the fresh paper segment in relation to seasoned paper continues and we expect more than 80% of the volume sold in the market in 2018 will be comprised of fresh portfolios. We continue to make steady progress in adding collections capacity at our sites around the world and within our legal collections network, in an effort that began more than a year ago. In support of this expansion initiative, we incurred $14 million of incremental expenses in the first quarter. With issuers selling more of their accounts sooner after charge-off, and given our proficiency in fresh paper collections, we are capitalizing on larger buying opportunities in the market. The first quarter was strong from a deployment perspective as we purchased $166 million of charged-off credit card receivables and an additional $13 million of bankruptcy debt. Reflecting the growth in the U.S. market and the strength of our issuer relationships, our forward flow commitments for 2018 remain well above historic levels for our business. As an indication of how favorable the purchasing environment has become in the U.S., we deployed 47% more capital in the first quarter this year than we did a year ago, while generating 58% more ERC, reflecting the improved efficiency of our deployments. We want to be clear that we believe the transaction to purchase the remainder of Cabot does not limit our ability to capitalize on these opportunities in the U.S. We continue to see strong growth in domestic supply at attractive returns, that we expect will contribute to our results for many years to come. I’d now like to hand the call over to Jon for a detailed look at our first quarter results.