ADVANTA CORP
8-K, 1999-07-27
PERSONAL CREDIT INSTITUTIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):    July 27, 1999
                                                 -------------------

                                  Advanta Corp.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)





         Delaware                       0-14120              23-1462070
- ----------------------------        ----------------      ------------------
(State or other jurisdiction        (Commission File        (IRS Employer
     of incorporation)                   Number)          Identification No.)




Welsh and McKean Roads, P.O. Box 844, Spring House, PA              19477
- ------------------------------------------------------           ----------
       (Address of principal executive offices)                  (Zip Code)



Registrant's telephone number, including area code:  (215) 657-4000
                                                   ------------------


<PAGE>   2



Item 5. Other Events

On July 27, 1999 Advanta Corp. (the "Company" or "Advanta") reported net income
for the second quarter of 1999 of $12.3 million, or $0.49 per share on a diluted
basis for its Class A and Class B shares combined. This net income reflects the
Company's previously announced plan to report income for its mortgage business
that is essentially equal to that of a portfolio lender. The improvement in net
income from the net operating income of $10.2 million, or $0.40 per share,
reported last quarter resulted primarily from continued decreases in operating
expenses at the Company's mortgage and leasing businesses and improved yields in
the business credit card portfolio.

Reported results this quarter included additional pretax gains of $9.3 million
predominantly associated with the previously announced sale by Advanta Partners
of its interest in JDR Holdings. Also impacting results was a reduction in the
Company's Interest Only Strip ("IO Strip") of approximately $10 million which
strengthened the balance sheet.

This quarter, Advanta continued its previously discussed initiatives to increase
profits, and optimize cash flow and returns on invested capital. In addition,
the Company began implementing a new automated sales and underwriting system at
its mortgage business, began pilot testing a new origination and automated
decisioning system to take business credit card applications over the Internet,
and took significant steps to refine processes at Advanta Leasing resulting in
cost efficiencies. Highlights on the Company's operations this quarter follow.

COMPANY ACHIEVES LOWER EXPENSE RATIO
- ------------------------------------

The Company's vigorous implementation of cost reduction measures continues to
yield benefits. Advanta's operating expense ratio for the quarter of 3.25% was
lower than the 3.47% reported in the first quarter of this year and
significantly lower than the 3.90% in the fourth quarter of 1998. Total pretax
operating expenses for the quarter were $82.2 million, approximately 4.9% below
operating expenses of $86.4 million reported last quarter and 11.0% below
operating expenses of $92.4 million reported in the fourth quarter of 1998.

Total managed receivables for the Company's businesses at the end of this
quarter were $10.06 billion, an increase of 1.2% from $9.95 billion at March 31,
1999 and an increase of 25.2% from $8.04 billion at June 30, 1998.

ADVANTA MORTGAGE - LOWER EXPENSES FUEL PROFIT GROWTH
- ----------------------------------------------------

Advanta Mortgage reported pro forma net income from operations of $7.6 million
for this quarter on a basis that is essentially the same as a portfolio lender.
This compares to net income of $5.8 million reported by this business in the
first quarter of 1999 and net income of $2.5 million reported by this business
in the fourth quarter of 1998. The



<PAGE>   3


increase in net income this quarter was primarily due to lower operating
expenses and higher servicing revenues.

Advanta Mortgage's net income of $1.5 million reported this quarter is
approximately $6.1 million less than a portfolio lender would have reported
because it includes a $10.0 million decrease, before taxes, in the Company's IO
Strip which reduced earnings and strengthened the Company's balance sheet. In
addition, the Company's IO Strip decreased by $21 million as a result of hedging
activities which had no impact on current earnings. The IO Strip and CMSR at
June 30,1999 were $247.1 million compared to $271.9 million reported at the end
of last quarter and $283.5 million reported at December 31, 1998.

Advanta Mortgage maintained the lending margin improvements that were
accomplished last quarter and continued its focus on originating loans from its
direct to consumer and broker channels. The weighted average yield of mortgage
loans originated by the Company's direct to consumer channels this quarter was
12.41% compared to 12.13% last quarter. In addition to benefiting from higher
yields on newly originated loans, the Company's overall portfolio yields are
increasing as loans originated from direct channels, which typically have better
yields, make up a larger portion of the total portfolio. Originations from the
direct to consumer channels represented 56.1% of total originations this quarter
compared to 56.3% in the prior quarter and 30.6% in the second quarter of 1998.
Loans originated through direct to consumer channels represented approximately
37.1% of the total portfolio at June 30, 1999 compared to 28.9% at the same time
last year and 34.6% at the end of the first quarter of this year.

Mortgage loan originations of $727.7 million were slightly higher than
originations of $716.5 million last quarter. Originations from direct to
consumer channels of $407.9 million were relatively flat compared to
originations of $403.2 million in the first quarter, while originations from
brokers increased by 39.3% from the prior quarter. Wholesale originations by the
Company's Conduit and Corporate Finance channels decreased reflecting the
Company's willingness to reduce volume levels in order to purchase loans with
appropriate profitability characteristics.

Advanta Mortgage's sub-serviced portfolio increased to $9.4 billion at the end
of this quarter from $8.9 billion at the end of last quarter.

Credit quality trends remain consistent with the Company's experience. However,
due to the increase in the average age of the portfolio from 14 months at the
end of the prior quarter to 17 months at June 30, 1999, the Company experienced
increases in charge-off and delinquency rates. This seasoning of the Company's
portfolio is associated with slower portfolio growth. The net managed charge-off
rate for home equity loans was 0.66% this quarter compared to 0.51% reported
last quarter and the over 30 day delinquency rate was 8.54% compared to 8.00%
reported last quarter.


<PAGE>   4


ADVANTA BUSINESS CARDS REPORTS HIGHER YIELDS
- --------------------------------------------

Advanta Business Cards reported net income of $5.6 million this quarter compared
to $4.0 million last quarter. The increase resulted from significant
improvements in portfolio yields. The average yield on the Company's business
credit card portfolio, including fee income, increased this quarter to 21.72%
from 20.36% last quarter due to increases in rates and higher fee income. A
decrease in the net managed charge-off rate on business credit card loans from
5.61% last quarter to 5.22% this quarter also contributed to the increase in net
income. Managed receivables for Advanta Business Cards at the end of the quarter
were $886 million, up 6.5% from last quarter and 16.4% from the same quarter
last year.

ADVANTA LEASING SERVICES - EXPENSE REDUCTION LEADS TO HIGHER PROFITS
- --------------------------------------------------------------------

Advanta Leasing Services reported net income of $1.5 million this quarter, a
significant increase from net income of $0.8 million that was reported last
quarter. The increase in net income was caused primarily by a decrease in
operating expenses resulting from the Company's ongoing program to improve
processes at the leasing business and from expense reduction measures that were
implemented toward the end of the first quarter. Operating expenses decreased
from $8.81 million last quarter to $7.47 million this quarter. The Company
originated $113.4 million in lease receivables this quarter and closed the
quarter with a managed portfolio of leases of $744 million. This represents an
increase of 6.1% from managed lease receivables of $701 million last quarter.
Over 30-day delinquencies improved considerably this quarter to 7.33% from 8.38%
last quarter. The net managed charge-off rate for Advanta Leasing Services of
3.23% this quarter was slightly higher than the 2.94% reported last quarter.

ADVANTA REPORTS CONTINUED POSITIVE OPERATING CASH FLOW
- ------------------------------------------------------

Advanta had positive operating cash flow of approximately $26.8 million this
quarter after considering key non-cash income and expense items and the cash
impact of loan originations. This positive cash flow is largely attributable to
increases in operating income and the proportion of mortgage loans originated
from direct channels. This quarter, origination fees collected by the Company
exceeded premiums and broker fees paid by approximately $13.5 million. This
positive cash flow was offset by a net investment in subordinated trust assets
of $37.9 million. This investment is consistent with the structure of the
Company's securitizations and results primarily from the growth in the Company's
managed receivables during 1998.

The Company's use of deposit funding at its two FDIC-insured banks for its
lending activities continues to bolster liquidity at the parent and at the
Company's banks. After paying down approximately $47 million of Medium Term
Notes and other parent debt this quarter, the Company had approximately $437
million in unrestricted cash and equivalents at the parent compared to $429
million at March 31, 1999. At the end of the quarter, the Company had
approximately $934 million of unrestricted cash and


<PAGE>   5


equivalents at its two banks. In addition, the Company had financed, with parent
and bank funds, loan receivables on its books totaling $1.1 billion and had
available approximately $1.4 billion in unused warehouse lines and Commercial
Paper conduit facilities.

Advanta is a highly focused financial services company with over 2,400
employees, approximately $12.4 billion in managed assets and approximately $9.4
billion in assets serviced for third parties. Advanta provides consumers and
small businesses with innovative products and services including mortgages,
equipment leases, business credit cards, insurance and deposit products. The
Company also provides a full range of loan purchasing, contract servicing and
securitization services to the mortgage industry.

This Current Report on Form 8-K contains forward-looking statements that are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those projected. The most significant among these risks
and uncertainties are: (1) factors that affect consumer debt; (2) competitive
pressures; (3) the level of delinquencies and charge-offs; (4) the rate of
prepayments; (5) the level of expenses; (6) the timing of the securitizations of
the Company's receivables; and (7) the ratings on the debt of the Company and
its subsidiaries. Additional risks that may affect the Company's future
performance are detailed in the Company's filings with the Securities and
Exchange Commission, including its most recent Annual Report on Form 10-K and
its Quarterly Reports on Form 10-Q.



<PAGE>   6



Form 8-K                            Advanta Corp.
July 27, 1999



Item 7. Financial Statements and Exhibits.
        ----------------------------------

(c)     Exhibits:

        The following exhibits are filed as part of this Report on Form 8-K.

        99   Selected Summary Financial Data.




<PAGE>   7





Form 8-K                            Advanta Corp.
July 27, 1999


                                   SIGNATURES
                                   ----------


         Pursuant to the requirements of the Securities Exchange Act of l934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                  Advanta Corp.


                                  By: /s/ Elizabeth H. Mai
                                     ----------------------------------------
                                      Elizabeth H. Mai, Senior Vice President,
                                        Secretary and General Counsel





July 27, 1999

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Form 8-K                            Advanta Corp.
July 27, 1999



                                Index to Exhibits
                                -----------------


Exhibit Number Per
   Item 60l of
  Regulation S-K           Description of Document
- ------------------         -----------------------

       99                  Selected Summary Financial Data






<PAGE>   1



                                                                    Exhibit 99

                                  ADVANTA CORP.
                                   HIGHLIGHTS
                   SUPPLEMENTAL CONSOLIDATING INCOME STATEMENT
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED JUNE 30, 1999
                                            --------------------------------------------------------------

                                                           ADVANTA       ADVANTA
                                              ADVANTA      LEASING      BUSINESS
                                              MORTGAGE     SERVICES       CARDS      OTHER (a)     TOTAL
                                              --------     --------     --------     --------     --------
<S>                                           <C>          <C>          <C>          <C>          <C>
REVENUES:
Gain on sale of receivables                   $ 28,416     $  4,942     $  7,758     $            $ 41,116
Interest income                                 30,534        2,725        7,785       18,157       59,201
Servicing revenues                              25,001        1,526        3,522                    30,049
Other                                              861        4,489        8,528       11,306       25,184
                                              --------     --------     --------     --------     --------
     Total revenues                             84,812       13,682       27,593       29,463      155,550
                                              --------     --------     --------     --------     --------

EXPENSES:
Operating expenses                              56,133        7,465       11,148        7,433       82,179
Interest expense                                21,820        2,689        2,851       15,957       43,317
Provision for credit losses                      2,364          908        4,135                     7,407
Minority int. in inc. of consolidated sub        1,865          155          200                     2,220
                                              --------     --------     --------     --------     --------
    Total expenses                              82,182       11,217       18,334       23,390      135,123
                                              --------     --------     --------     --------     --------

INCOME BEFORE INCOME TAXES                       2,630        2,465        9,259        6,073       20,427
Income tax expense                               1,122          979        3,694        2,320        8,115
                                              --------     --------     --------     --------     --------

NET INCOME, AS REPORTED                       $  1,508     $  1,486     $  5,565     $  3,753     $ 12,312
                                              ========     ========     ========     ========     ========

PRO FORMA NET OPERATING INCOME, WITH
   RESULTS OF ADVANTA MORTGAGE
   REPORTED AS A PORTFOLIO LENDER             $  7,558 (b) $  1,486     $  5,565     $ (1,887)(c) $ 12,722
                                              ========     ========     ========     ========     ========
</TABLE>

(a)  Other includes the insurance and venture capital divisions.

(b)  Adjusted to reflect the after-tax effect on earnings of the decrease in
     the Interest Only Strip.

(c)  Adjusted to reflect the after-tax gain associated with the sale of an
     Advanta Partners investment.



                                     -more-


<PAGE>   2




                                  ADVANTA CORP.
                                   HIGHLIGHTS
               RECONCILIATION TO PORTFOLIO LENDER EARNINGS FORMAT
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED JUNE 30, 1999
                                         ---------------------------------------------------------------------------------------
                                                                                 ADVANTA         PROFORMA
                                           ADVANTA                             MORTGAGE AS      REMAINING
                                         MORTGAGE AS       PRO FORMA            PORTFOLIO       BUSINESSES           PRO FORMA
                                           REPORTED       ADJUSTMENTS             LENDER           [f]              CONSOLIDATED
                                         -----------      -----------          -----------      ----------          ------------
<S>                                      <C>              <C>                  <C>              <C>                 <C>
REVENUES:
Gain on sale of receivables                $ 28,416       $ (28,416)[a]         $                 $ 12,700            $ 12,700
Interest income                              30,534         175,799 [b]          206,333            28,667             235,000
Servicing revenues                           25,001          (8,846)[c]           16,155             5,048              21,203
Other                                           861                                  861            15,001 [f]          15,862
                                            -------         -------             --------           -------            --------
     Total revenues                          84,812         138,537              223,349            61,416             284,765
                                            -------         -------             --------           -------            --------

EXPENSES:
Operating expenses                           56,133           1,883 [d]           58,016            26,046              84,062
Interest expense                             21,820         114,970 [b]          136,790            21,497             158,287
Provision for credit losses                   2,364          11,684 [e]           14,048             5,043              19,091
Minority interest in income of
   consolidated subsidiary                    1,865                                1,865               355               2,220
Unusual charges
                                            -------         -------             --------           -------            --------
    Total expenses                           82,182         128,537              210,719            52,941             263,660
                                            -------         -------             --------           -------            --------

INCOME BEFORE INCOME TAXES                    2,630          10,000               12,630             8,475              21,105
Pro forma income taxes                        1,122           3,950                5,072             3,311               8,383
                                            -------         -------             --------           -------            --------
PRO FORMA NET INCOME                        $ 1,508         $ 6,050             $  7,558           $ 5,164            $ 12,722
                                            -------         -------             --------           -------            --------
</TABLE>

FOOTNOTES FOR PRO FORMA ADJUSTMENTS:

[a]  Represents the reclassification of net gains recognized on the sale of
     mortgage loans for the period.

[b]  Represents the adjustment to interest income and interest expense as if
     the securitized mortgage loans were still owned by the Company and
     remained on the balance sheet for the period presented.

[c]  Represents the reclassification of servicing revenues on securitized
     mortgage loans for the period presented.

[d]  Represents the reclassification of securitization costs incurred by the
     Company.

[e]  Represents the amount by which the provision for credit losses would
     have increased had the securitized mortgage loans remained on the
     balance sheet and the provision for credit losses on securitized
     receivables been equal to actual reported charge-offs.

[f]  Adjusted to exclude the gain associated with the sale of an Advanta
     Partners investment.




                                     -more-


<PAGE>   3




                                  ADVANTA CORP.
                                   HIGHLIGHTS
                     ($ IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                                                            THREE MONTHS ENDED
                                                   ------------------------------------------------------------------
                                                                                                       PERCENT CHANGE
                                                     JUNE 30,           MARCH 31,         JUNE 30,           FROM
ORIGINATIONS                                           1999                1999             1998        PRIOR QUARTER
- ------------                                         --------           ---------         --------     --------------
<S>                                                <C>                 <C>               <C>          <C>
Direct                                             $   407,880         $   403,204       $   382,242           1.2%
Broker                                                 152,533             109,538           106,188          39.3
Conduit                                                153,575             181,835           376,145         -15.5
Corp. Finance                                           13,701              16,773           324,484         -18.3
Auto                                                         0               5,103            58,356        -100.0
                                                   -----------         -----------       -----------
Total Advanta Mortgage loans                       $   727,689         $   716,453       $ 1,247,415           1.6

Leases                                             $   113,384         $   109,836           $74,352           3.2%
Business cards                                         471,239             400,428           348,222          17.7

SECURITIZATION/SALES VOLUME
- ---------------------------
Advanta Mortgage                                   $   635,896         $   634,147       $ 1,215,097           0.3%
Leases                                                 105,909              95,574            72,636          10.8
Business cards                                               0              24,248            62,790        -100.0
                                                   -----------         -----------       -----------
Total securitization/sales volume                  $   741,805         $   753,969       $ 1,350,523          -1.6

AVERAGE MANAGED RECEIVABLES
- ---------------------------
Mortgage loans                                     $ 8,263,300         $ 8,114,144       $ 6,021,777           1.8%
Auto loans                                             140,560             198,321           220,477         -29.1
Leases                                                 693,921             671,118           601,283           3.4
Business cards                                         866,732             822,852           739,654           5.3
Other loans                                             17,019              17,820            14,784          -4.5
                                                   -----------         -----------       -----------
Total average managed receivables                    9,981,532           9,824,255       $ 7,597,975           1.6
Total average serviced receivables                 $19,182,200         $18,404,342       $15,898,544           4.2
                                                   -----------         -----------       -----------

ENDING MANAGED RECEIVABLES
- --------------------------
Mortgage loans                                     $ 8,293,166         $ 8,212,797       $ 6,394,835           1.0%
Auto loans                                             122,836             185,621           251,166         -33.8
Leases                                                 744,121             701,178           615,740           6.1
Business cards                                         886,237             832,086           761,576           6.5
Other loans                                             17,187              17,093            17,649           0.5
                                                   -----------         -----------       -----------
Total managed receivables                          $10,063,547         $ 9,948,775       $ 8,040,966           1.2
Total serviced receivables                         $19,503,442         $18,859,606       $16,213,193           3.4

IO AND CMSR ROLLFORWARD
- -----------------------
Beginning Balance (A)                              $   271,876         $   283,521
Retained IO on sales, net                               38,529              31,297
Hedge impact                                           (20,819)             (3,614)
Write-down related to auto loans                             0              (7,828)
Transaction expenses                                     2,507               1,472
Interest income                                          7,970              11,118
Additional reserves                                    (10,000)
Cash received                                          (42,966)            (43,217)
Other, net                                                 (26)               (873)
                                                   -----------         -----------
Ending balance                                         247,071             271,876
</TABLE>

(A)  Includes reclassification of amounts due from Trustee



                                     -more-


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                                  ADVANTA CORP.
                                   HIGHLIGHTS
                     ($ IN THOUSANDS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED
                                               ----------------------------------------------------------
                                                                                           PERCENT CHANGE
                                               JUNE 30,       MAR. 31,        JUNE 30,         FROM
                                                 1999           1999            1998       PRIOR QUARTER
                                               --------       --------        --------     --------------
<S>                                          <C>             <C>             <C>           <C>
EARNINGS
- --------
As a % of average managed receivables:
     Operating expenses                          3.25%            3.47%          3.73%          -6.3%
     Charge-offs                                 1.46             1.36           1.49            7.4
Earnings per common share                     $  0.49          $  0.25        $  0.35           96.0
Diluted earnings per share                       0.49             0.25           0.35           96.0
Return on average common equity                  8.94%            4.54%          6.37%          96.9

COMMON STOCK DATA
- -----------------
Weighted average common shares
   Used to compute:
Earnings per common share                      23,163           23,087         24,523            0.3%
Diluted earnings per share                     23,373           23,178         24,702            0.8

Ending shares outstanding                      25,445           25,310         25,368            0.5%

Stock price:
   Class A
      High                                    $18.250          $15.188        $26.250           20.2%
      Low                                       9.625           10.313         19.250           -6.7
      Closing                                  18.063           11.063         21.938           63.3
  Class B
      High                                    $14.750          $12.313        $24.250           19.8%
      Low                                       7.594            7.750         17.500           -2.0
      Closing                                  13.563            8.938         19.875           51.7

Cash dividends declared
   Class A                                    $ 0.063          $ 0.063        $ 0.063            0.0%
   Class B                                      0.076            0.076          0.076            0.0

Book value per common share (A)               $ 22.51          $ 22.41        $ 21.26            0.4%
</TABLE>


(A)  Assumes conversion of the Class B Preferred Stock.

                 -Statistical Supplement Available Upon Request-



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