Exact name of registrant as specified in its charter


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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-K

 

 

(Mark One)

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011 or

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: 000-26489

 

 

ENCORE CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Delaware

 

48-1090909

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

 

3111 Camino Del Rio North, Suite 1300 San Diego, California

 

92108

(Address of principal executive offices)

 

(Zip code)

(877) 445-4581

(Registrant’s telephone number, including area code)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Common Stock, $.01 Par Value Per Share

 

The NASDAQ Stock Market LLC

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  x

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  x

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   x     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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ¨

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

 

 

 

 

 

Large accelerated filer    ¨

  

Accelerated filer    x

  

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 Act).    Yes  ¨    No  x

The aggregate market value of the voting stock held by non-affiliates of the registrant totaling 16,317,228 shares was approximately $501,265,244 at June 30, 2011, based on the closing price of the common stock of $30.72 per share on such date, as reported by the NASDAQ Global Select Market.

The number of shares of our Common Stock outstanding at February 1, 2012, was 24,521,576.

Documents Incorporated by Reference

Portions of the registrant’s proxy statement in connection with its annual meeting of stockholders to be held in 2012 are incorporated by reference in Items 10, 11, 12, 13, and 14 of Part III of this Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

 

 

 
Table of Contents

TABLE OF CONTENTS

 

 

 

 

 

 

 

  

Page

 

PART I

  

 

1

  

Item 1—Business

  

 

1

  

Item 1A—Risk Factors

  

 

8

  

Item 1B—Unresolved Staff Comments

  

 

16

  

Item 2—Properties

  

 

16

  

Item 3—Legal Proceedings

  

 

16

  

Item 4—Mine Safety Disclosures

  

 

17

  

 

 

PART II

  

 

18

  

Item  5—Market for the Registrant’s Common Equity Securities, Related Stockholder Matters and Issuer Purchases of Equity Securities

  

 

18

  

Item 6—Selected Financial Data

  

 

20

  

Item  7—Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

 

22

  

Item 7A—Quantitative and Qualitative Disclosures about Market Risk

  

 

47

  

Item 8—Financial Statements and Supplementary Data

  

 

48

  

Item 9—Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

  

 

48

  

Item 9A—Controls and Procedures

  

 

48

  

Item 9B—Other Information

  

 

51

  

 

 

PART III

  

 

51

  

Item 10—Directors, Executive Officers and Corporate Governance

  

 

51

  

Item 11—Executive Compensation

  

 

51

  

Item  12—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

  

 

51

  

Item 13—Certain Relationships and Related Transactions, and Director Independence

  

 

51

  

Item 14—Principal Accountant Fees and Services

  

 

51

  

 

 

PART IV

  

 

52

  

Item 15—Exhibits and Financial Statement Schedules

  

 

52

  

SIGNATURES

  

 

58

  
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