PRA GROUP INC
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 29, 2024
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2023
☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________ to ________
Commission File Number:000-50058
(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
(888)772-7326
(Address of principal executive offices, zip code, telephone number)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | PRAA | NASDAQ Global Select Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes☐ No ☑
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 ☑ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☑ Accelerated filer☐ Non-accelerated filer☐ Smaller reporting company☐ Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☑
The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2023 was $885,369,133 based on the $22.85 closing price as reported on the NASDAQ Global Select Market.
The number of shares of the registrant's Common Stock outstanding as of February 23, 2024 was 39,247,271.
Documents incorporated by reference
Portions of the Registrant's definitive Proxy Statement for its 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.
Table of Contents
| Part I | ||
|---|---|---|
| Item 1. | Business | 5 |
| Item 1A. | Risk Factors | 9 |
| Item 1B. | Unresolved Staff Comments | 17 |
| Item 1C. | Cybersecurity | 17 |
| Item 2. | Properties | 18 |
| Item 3. | Legal Proceedings | 18 |
| Item 4. | Mine Safety Disclosures | 19 |
| Part II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 20 |
| Item 6. | [Reserved] | 21 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 |
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 41 |
| Item 8. | Financial Statements and Supplementary Data | 42 |
| Reports of Independent Registered Public Accounting Firms | 43 | |
| Consolidated Balance Sheets | 47 | |
| Consolidated Income Statements | 48 | |
| Consolidated Statements of Comprehensive Income | 49 | |
| Consolidated Statements of Changes in Equity | 50 | |
| Consolidated Statements of Cash Flows | 51 | |
| Notes to Consolidated Financial Statements | 52 | |
| 1 – General and Summary of Significant Accounting Policies | 52 | |
| 2 – Finance Receivables, net | 58 | |
| 3 – Investments | 60 | |
| 4 – Goodwill | 61 | |
| 5 – Leases | 61 | |
| 6 – Property and Equipment, net | 62 | |
| 7 – Borrowings | 63 | |
| 8 - Derivatives | 67 | |
| 9 – Fair Value | 68 | |
| 10 – Accumulated Other Comprehensive Loss | 70 | |
| 11 – Share-Based Compensation | 71 | |
| 12 – Earnings per Share | 73 | |
| 13 – Income Taxes | 73 | |
| 14 – Commitments and Contingencies | 75 | |
| 15 – Retirement Plans | 76 | |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 77 |
| Item 9A. | Controls and Procedures | 77 |
| Item 9B. | Other Information | 79 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 79 |
Table of Contents
| continued | ||
|---|---|---|
| Part III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 79 |
| Item 11. | Executive Compensation | 79 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 79 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 79 |
| Item 14. | Principal Accountant Fees and Services | 79 |
| Part IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 79 |
| Signatures | 82 | |
All references in this Annual Report on Form 10-K ("Form 10-K") to "PRA Group," "our," "we," "us," the "Company" or similar terms are to PRA Group, Inc. and its subsidiaries.
Forward-Looking Statements:
This report contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical fact are forward-looking statements, including statements regarding cash collection trends, operating cost trends, liquidity and capital needs and other statements of expectations, beliefs, future plans, strategies and anticipated events or trends. Our results could differ materially from those expressed or implied by such forward-looking statements, or our forward-looking statements could be wrong, as a result of risks, uncertainties and assumptions including the following:
a deterioration in the economic or inflationary environment in the markets in which we operate;
our inability to replace our portfolios of nonperforming loans with additional portfolios sufficient to operate efficiently and profitably and/or purchase nonperforming loans at appropriate prices;
our inability to collect sufficient amounts on our nonperforming loans to fund our operations, including as a result of restrictions imposed by local, state, federal and international laws and regulations;
a disruption or failure by any of our third-party service providers to meet their obligations and our service level expectations;
our inability to successfully implement our strategic and operational initiatives in our U.S. business;
changes in accounting standards and their interpretations;
the impact of a disease outbreak on the markets in which we operate and our inability to successfully manage the challenges associated with a disease outbreak, including epidemics, pandemics or similar widespread public health concerns;
the occurrence of goodwill impairment charges;
loss contingency accruals that are inadequate to cover actual losses;
our inability to manage risks associated with our international operations;
changes in local, state, federal or international laws or the interpretation of these laws, including tax, bankruptcy and collection laws;
our inability to comply with existing and new regulations of the collection industry;
changes in tax provisions or exposure to additional tax liabilities;
investigations, reviews, or enforcement actions by governmental authorities, including the Consumer Financial Protection Bureau ("CFPB");
our inability to comply with data privacy regulations such as the General Data Protection Regulation ("GDPR");
adverse outcomes in pending litigation or administrative proceedings;
our inability to retain, expand, renegotiate or replace our credit facilities and our inability to comply with the covenants under our financing arrangements;
our inability to manage effectively our capital and liquidity needs, including as a result of changes in credit or capital markets or adverse changes in our credit ratings;
changes in interest or exchange rates;
default by or failure of one or more of our counterparty financial institutions;
disruptions of business operations caused by cybersecurity incidents or the underperformance or failure of information technology infrastructure, networks or communication systems; and
the "Risk Factors" in Item 1A of this Form 10-K and in our other filings with the Securities and Exchange Commission ("SEC").
You should assume that the information appearing in this Form 10-K 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. The future events, developments or results described in, or implied by, this Form 10-K 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 Form 10-K, and you should not expect us to do so.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.