ADVANTA CORP
8-K, 1999-10-26
PERSONAL CREDIT INSTITUTIONS
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<PAGE>   1
                       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): October 26, 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 October 26, 1999 Advanta Corp. (the "Company" or "Advanta") announced net
income for the third quarter of 1999 of $14.2 million, or $0.55 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. Net
income increased 15.2% over the prior quarter's results of $12.3 million, or
$0.49 per share. The increase reported over last quarter resulted primarily from
an increase in gross revenues of $5.2 million and the Company's continued focus
on efficiency and productivity initiatives which resulted in holding operating
expenses flat to the prior quarter, despite increased marketing and development
activities.

This quarter, Advanta furthered its previously discussed initiatives to increase
profits, and optimize cash flow and returns on invested capital. This quarter,
Advanta Mortgage increased its lending margin and decreased its over 30 day
delinquency rate as compared to the prior quarter. Advanta Business Cards
experienced increased benefits from the pricing initiatives implemented last
quarter. Highlights on the Company's operations this quarter follow.

COMPANY MAINTAINS EXPENSE RATIO

Advanta's operating expense ratio for the quarter remained flat at 3.24% as
compared to the 3.25% reported in the second quarter of this year. Total
operating expenses for Advanta Mortgage decreased $2.4 million and were
essentially unchanged at Advanta Leasing as compared to the results reported for
the second quarter. Offsetting these improvements was an increase in operating
expenses at Advanta Business Cards relating to investments in new initiatives,
including market expansion and development of its Internet originations
platform.

ADVANTA MORTGAGE - LOWER EXPENSES FUEL PROFIT GROWTH

Advanta Mortgage reported net income of $7.9 million for this quarter on a basis
that is essentially the same as a portfolio lender. This compares to pro forma
net income from operations of $7.6 million for the second quarter of 1999 and
net income of $5.8 million reported by this business in the first quarter of
1999. The increase in net income this quarter was primarily due to a $2.4
million decrease in operating expenses that was largely offset by a $1.7 million
increase in the provision for credit losses to increase the on-balance sheet
allowance for loan losses.

Advanta Mortgage increased the lending margin from the prior quarter despite
increases in market interest rates. The weighted average yield of mortgage loans
originated this quarter increased by 65 basis points. In addition to benefiting
from higher yields on newly originated loans, the Company's overall portfolio
yields are increasing as loans originated from direct




<PAGE>   3



channels, which typically have better yields, make up a larger portion of the
total portfolio. Originations from the direct to consumer channels represented
65.0% of total originations this quarter compared to 56.1% in the prior quarter
and 30.8% in the third quarter of 1998. At the end of this quarter, loans
originated through direct to consumer channels represented approximately 39.7%
of the total portfolio as compared to 30.1% at the same time last year and 37.1%
at the end of the second quarter of this year.

Advanta Mortgage continues to focus on profitable lending margins and improved
operating efficiencies. Total mortgage originations were $567.3 million as
compared to $727.7 million last quarter. The decrease was predominately
associated with the substantial reduction in purchasing wholesale pools and a
reduction in broker originations due to pricing discipline. Based on current
market pricing, the Company has decided not to purchase additional wholesale
pools. Also affecting originations was unusually light direct originations in
September. Contributing to the decrease in originations last month were weather
conditions and systems implementations, including the training and other efforts
associated with implementation of the Advanta Intelligent Mortgage System, the
Company's new automated sales and underwriting system. Current origination
volumes in October are returning to more typical levels. The Company's emphasis
continues to be profitable loan growth as well as our discipline of not
compromising our return goals for volume. Advanta Mortgage's sub-serviced
portfolio increased to $10.5 billion at the end of this quarter from $9.4
billion at the end of last quarter.

Credit quality at Advanta Mortgage improved during the quarter. The over 30 day
delinquency rate decreased to 7.93% from 8.54% reported last quarter, despite an
increase in the average age of the portfolio to 20 months at September 30, 1999
from 17 months at the end of the prior quarter. The net managed charge-off rate
for home equity loans was 0.86% this quarter compared to 0.66% reported last
quarter, consistent with the continued seasoning of the Company's portfolio.

This quarter, Advanta Mortgage also invested in strategic initiatives to improve
its long term profitability. Considerable efforts were directed toward
implementation of the Advanta Intelligent Mortgage System and the development of
a strategic marketing agreement with NextCard.

ADVANTA BUSINESS CARDS REPORTS HIGHER YIELDS

Advanta Business Cards reported net income of $6.0 million this quarter compared
to $5.6 million last quarter. The increase resulted from continued improvements
in portfolio yields. The average yield on the Company's business credit card
portfolio, including fee income, increased this quarter to 22.35% from 21.72%
last quarter due to increases in rates and higher fee income. This quarter's
results also include an increase in operating expenses of $1.3 million,
primarily attributable to market expansion and Internet initiatives. During the
third






<PAGE>   4




quarter, the Company made additional investments in our Internet based
originations platform which incorporates sophisticated automated decisioning
that is tailored to each applicant and is able to provide instant approval.

Credit quality continues to improve as over 30 day delinquencies decreased from
3.74% last quarter to 3.42% this quarter. The net managed charge-off rate on
business credit card loans of 5.25% this quarter was comparable to 5.22% last
quarter. Managed receivables for Advanta Business Cards at the end of the
quarter were $930 million, up 4.9% from last quarter and 19.5% from the same
quarter last year.

ADVANTA LEASING SERVICES - CONTINUED GROWTH IN MANAGED PORTFOLIO

Advanta Leasing Services reported net income of $1.1 million this quarter,
compared to net income of $1.5 million reported last quarter. The Company closed
the quarter with a managed portfolio of leases of $781 million. This represents
an increase of 4.9% from managed lease receivables of $744 million last quarter.
Lease receivables originated this quarter of $112.6 million were comparable to
the $113.4 million originated last quarter. Over 30-day delinquencies were 8.30%
this quarter as compared to 7.33% last quarter. The net managed charge-off rate
for Advanta Leasing Services of 3.76% this quarter was higher than the 3.23%
reported last quarter.

Total managed receivables for the Company's businesses at the end of this
quarter were $10.09 billion, an increase of 13.5% from $8.89 billion at
September 30, 1998. Pro forma year to date net operating income of $36.7 million
or $1.44 per share has the Company well positioned to achieve prior guidance of
$2.00 per share for the year.

ADVANTA INSURANCE REPORTS WRITTEN PREMIUM GROWTH

Advanta Insurance continues to experience substantial increases in written
premium, predominantly driven by the Company's venture to direct market auto
insurance. Total written premiums for Advanta Insurance were $19.8 million this
quarter as compared to $12.7 million for the second quarter and $12.0 million in
the first quarter. The Company plans to substantially increase volumes next
quarter and total written premiums are expected to significantly exceed this
year's target of $50 million. The increase in written premiums will create long
term value; however, Advanta Insurance is not expected to report a profit this
year as a result of the high volume of policy originations.

ADVANTA REPORTS CONTINUED POSITIVE OPERATING CASH FLOW

Advanta had positive operating cash flow of approximately $30.8 million this
quarter, an increase of 14.8% over the prior quarter, after considering key
non-cash income and expense





<PAGE>   5




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 through direct channels. This quarter, origination
fees collected by the Company exceeded premiums and broker fees paid by
approximately $16.7 million. This positive operating cash flow was offset by a
net investment in subordinated trust assets of $51.9 million, consistent with
the structure of the Company's securitizations.

The Company's use of deposit funding at its two FDIC-insured banks for its
lending activities continues to support a high level of liquidity at the parent
and at the Company's banks. Advanta ended the quarter with $1.4 billion in total
liquidity after paying approximately $93 million of Medium Term Notes and other
parent debt maturities during the quarter. In addition, the Company had
financed, with parent and bank funds, loan receivables on its books totaling
$1.0 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 2,500
employees, approximately $12.2 billion in managed assets and approximately $10.5
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.
October 26, 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.
October 26, 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




October 26, 1999

<PAGE>   8



Form 8-K                           Advanta Corp.
October 26, 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.
                   SUPPLEMENTAL CONSOLIDATING INCOME STATEMENT
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED SEPTEMBER 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                          $ 40,139       $  4,015       $  7,206       $               $ 51,360
Interest income                                        28,239          3,023         12,428         17,495          61,185
Servicing revenues                                     24,802          1,602          3,144                         29,548
Other                                                   1,135          4,703         10,159          2,653          18,650
                                                     --------       --------       --------       --------        --------
     Total revenues                                    94,315         13,343         32,937         20,148         160,743
                                                     --------       --------       --------       --------        --------

EXPENSES:
Operating expenses                                     53,733          7,802         12,472          8,695          82,702
Interest expense                                       21,581          2,719          4,906         12,729          41,935
Provision for credit losses                             4,078            874          5,500                         10,452
Minority int. in inc. of consolidated sub               1,865            155            200                          2,220
                                                     --------       --------       --------       --------        --------
    Total expenses                                     81,257         11,550         23,078         21,424         137,309
                                                     --------       --------       --------       --------        --------

INCOME BEFORE INCOME TAXES                             13,058          1,793          9,859         (1,276)         23,434
Income tax expense                                      5,158            708          3,894           (504)          9,256
                                                     --------       --------       --------       --------        --------

NET INCOME                                           $  7,900       $  1,085       $  5,965       $   (772)       $ 14,178
                                                     ========       ========       ========       ========        ========
</TABLE>

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

                                     -more-


<PAGE>   2



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


<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED SEPTEMBER 30, 1999
                                     --------------------------------------------------------------------------------
                                                                            ADVANTA
                                       ADVANTA                            MORTGAGE AS      PRO FORMA
                                     MORTGAGE AS     PRO FORMA            PORTFOLIO        REMAINING       PRO FORMA
                                      REPORTED      ADJUSTMENTS             LENDER         BUSINESSES     CONSOLIDATED
                                     ---------       ---------             ---------       ---------       ---------
<S>                                  <C>             <C>                   <C>             <C>             <C>
REVENUES:
Gain on sale of receivables          $  40,139       $ (40,139)    [a]     $       0       $  11,221       $  11,221
Interest income                         28,239         182,379     [b]       210,618          32,946         243,564
Servicing revenues                      24,802          (7,815)    [c]        16,987           4,746          21,733
Other                                    1,135                                 1,135          17,515          18,650
                                     ---------       ---------             ---------       ---------       ---------
     Total revenues                     94,315         134,425               228,740          66,428         295,168
                                     ---------       ---------             ---------       ---------       ---------

EXPENSES:
Operating expenses                      53,733           1,895     [d]        55,628          28,969          84,597
Interest expense                        21,581         117,076     [b]       138,657          20,354         159,011
Provision for credit losses              4,078          15,454     [e]        19,532           6,374          25,906
Minority interest in income of
   consolidated subsidiary               1,865               0                 1,865             355           2,220
                                     ---------       ---------             ---------       ---------       ---------
    Total expenses                      81,257         134,425               215,682          56,052         271,734
                                     ---------       ---------             ---------       ---------       ---------

INCOME BEFORE INCOME TAXES              13,058               0                13,058          10,376          23,434
Income tax expense                       5,158               0                 5,158           4,098           9,256
                                     ---------       ---------             ---------       ---------       ---------
NET INCOME                           $   7,900       $       0             $   7,900       $   6,278       $  14,178
                                     ---------       ---------             ---------       ---------       ---------
</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.





                                     -more-


<PAGE>   3



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


<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED
                                               -----------------------------------------------------------------------
                                                                                                            PERCENT
                                                                                                            CHANGE
                                                SEPTEMBER 30,        JUNE 30,         SEPTEMBER 30,          FROM
                                                    1999               1999               1998           PRIOR QUARTER
ORIGINATIONS                                    ------------       ------------       -----------        -------------
<S>                                             <C>                <C>                <C>                <C>
Direct                                          $   368,654        $   407,880        $   483,290           -9.6%
Broker                                              125,204            152,533            162,531          -17.9
Conduit                                              66,952            153,575            584,418          -56.4
Corp. Finance                                         6,505             13,701            320,871          -52.5
Auto                                                      0                  0             18,593            0.0
                                                -----------        -----------        -----------
Total Advanta Mortgage loans                    $   567,315        $   727,689        $ 1,569,703          -22.0
Leases                                          $   112,615        $   113,384        $    91,736           -0.7
Business cards                                      484,727            471,239            349,645            2.9

SECURITIZATION/SALES VOLUME
Advanta Mortgage                                $   746,893        $   706,639        $ 1,508,537            5.7%
Leases                                              106,953            105,909             77,800            1.0
Business cards                                      257,750                  0              7,400            0.0
                                                -----------        -----------        -----------
Total securitization/sales volume               $ 1,111,596        $   812,548        $ 1,593,737           36.8%

AVERAGE MANAGED RECEIVABLES
Mortgage loans                                  $ 8,278,435        $ 8,263,300        $ 6,881,507            0.2%
Auto loans                                          111,357            140,560            243,896          -20.8
Leases                                              741,571            693,921            611,847            6.9
Business cards                                      906,032            866,732            768,348            4.5
Other loans                                          17,322             17,019             17,704            1.8
                                                -----------        -----------        -----------
Total average managed receivables               $10,054,717        $ 9,981,532        $ 8,523,302            0.7
Total average serviced receivables              $20,029,536        $19,182,200        $16,530,202            4.4%

ENDING MANAGED RECEIVABLES
Mortgage loans                                  $ 8,260,900        $ 8,293,166        $ 7,216,187           -0.4%
Auto loans                                          101,045            122,836            238,604          -17.7
Leases                                              780,653            744,123            637,335            4.9
Business cards                                      930,009            886,237            778,471            4.9
Other loans                                          17,478             17,187             17,763            1.7
                                                -----------        -----------        -----------
Total managed receivables                       $10,090,085        $10,063,549        $ 8,888,360            0.3
Total serviced receivables                      $20,573,310        $19,503,445        $16,483,777            5.5%

IO AND CMSR ROLLFORWARD
Beginning balance                               $   247,071        $   271,876
Retained IO on sales, net                            35,600             38,529
Hedge impact                                         (1,513)           (20,819)
Transaction expenses                                  2,796              2,507
Additional reserves                                       0            (10,000)
Interest income                                       4,738              7,970
Cash received                                       (43,503)           (42,966)
Other, net                                              362                (26)
                                                -----------        -----------
Ending balance                                  $   245,551        $   247,071
</TABLE>


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



<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED
                                                  --------------------------------------------------------------------
                                                                                                             PERCENT
                                                                                                             CHANGE
                                                                                                              FROM
                                                  SEPTEMBER 30,        JUNE 30,         SEPTEMBER 30,         PRIOR
                                                      1999               1999               1998             QUARTER
                                                  -------------      -------------      --------------     -----------
<S>                                               <C>                <C>                <C>                <C>
EARNINGS
As a % of average managed receivables:
     Operating expenses                                 3.24%              3.25%              3.61%           -0.3%
     Charge-offs                                        1.59               1.46               1.34             9.0
Basic earnings per common share                      $  0.57            $  0.49            $  0.58            16.3
Diluted earnings per common share                    $  0.55            $  0.49            $  0.58            12.2
Return on average common equity                         9.98%              8.94%             11.18%           11.6

COMMON STOCK DATA
Weighted average common shares
   used to compute:
Basic earnings per common share                       23,413             23,163             24,482             1.1%
Diluted earnings per common share                     23,990             23,373             24,514             2.6

Ending shares outstanding                             27,086             25,445             26,021             6.5

Stock price:
   Class A
      High                                           $23.938            $18.250            $22.750            31.2%
      Low                                             14.625              9.625              9.375            51.9
      Closing                                         14.625             18.063             12.875           -19.0
  Class B
      High                                           $19.125            $14.750            $20.563            29.7%
      Low                                             11.375              7.594              8.250            49.8
      Closing                                         11.750             13.563             10.500           -13.4

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)                      $ 22.65            $ 22.39            $ 21.62             1.2%
</TABLE>


(A) Assumes conversion of the Class B Preferred Stock for periods prior to
    September 1999.

                 -Statistical Supplement Available Upon Request-





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