Form 8-K Springleaf Holdings, For: Nov 14

November 14, 2014 8:01 AM EST



UNITED STATES
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): November 14, 2014 (November 14, 2014)

Commission file number 1-36129


SPRINGLEAF HOLDINGS, INC.
(Exact name of registrant as specified in its charter)



Delaware


27-3379612
(State of Incorporation)
(I.R.S. Employer Identification No.)


601 N.W. Second Street, Evansville, IN


47708
(Address of principal executive offices)
(Zip Code)


(812) 424-8031
(Registrants telephone number, including area code)


Not Applicable
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
����Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
����Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
����Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
����Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02
Results of Operations and Financial Condition.

On November 14, 2014, Springleaf Holdings, Inc. (the Company) issued a press release announcing the Companys results for its fiscal quarter ended September 30, 2014. A copy of the Companys press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Companys filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.


Item 9.01
Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number
Description
99.1
Press Release issued November 14, 2014.





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


SPRINGLEAF HOLDINGS, INC.
(Registrant)


Date:


November 14, 2014


By


/s/


Minchung (Macrina) Kgil
Minchung (Macrina) Kgil
Executive Vice President and
Chief Financial Officer




EXHIBIT INDEX


Exhibit
Number
Description
99.1
Press Release issued November 14, 2014.






SPRINGLEAF HOLDINGS, INC. REPORTS THIRD QUARTER 2014 RESULTS

Evansville, IN, November 14, 2014 - Springleaf Holdings, Inc. (NYSE: LEAF), today reported net income of $427 million, or $3.70 per diluted share for the third quarter of 2014, compared with a net loss of $93 million or $0.93 per diluted share in the third quarter of 2013 (based on the pre-initial public offering share count of 100 million shares).
Net income in the third quarter of 2014 included an approximately $610 million pretax net gain1 from the sale of approximately $6.0 billion of real estate assets2,3.

Core Earnings (a non-GAAP measure) for our Core Consumer Operations for the quarter was $64 million, versus $45 million in the prior year quarter, and Core Earnings per diluted share (a non-GAAP measure) was $0.55 for the third quarter versus $0.45 in the prior year quarter4.

Third Quarter Highlights
"
Branch consumer net finance receivables reached $3.6 billion at September 30, 2014, an increase of $610 million, or 21% from September 30, 2013, and up 6% from June 30, 2014.

"
Consumer net finance receivables per branch were $4.3 million at September 30, 2014, up 21% from September 30, 2013 and 6% from June 30, 2014.

"
Risk-adjusted yield for our Consumer segment in the quarter was 22.34%, up 45 basis points from the third quarter 20135.

"
The company closed on the sale of its interests in approximately $6.0 billion of non-core real estate assets and related servicing2,3, essentially completing the companys previously disclosed mortgage liquidation plan. The transactions generated a pretax gain of approximately $610 million1.

Continued execution of our strategy to drive profitable growth in our Core Consumer business led to another quarter of outstanding results, said Jay Levine, President and CEO of Springleaf. Our principal objective in the consumer lending business has been to realize the benefits of scale in our branch operations by continuing to grow receivables per branch, and we reached





����������������������������������������������������������������������
1 Gain from sale of real estate assets net of restructuring, transaction expenses and provision adjustments.
2 Reflects historical accounting basis (which is a basis of accounting other than U.S. GAAP). All references to non-GAAP measures in this press release are reconciled at the end of the release.
3 Historical receivables, excluding allowance.
4 Excludes the impact of charges related to accelerated repayment/repurchase of debt, fair value adjustments on debt and earnings attributable to non-controlling interests.
5 The charge off ratio for 3Q13 includes a $1.6 million adjustment for the subsequent buyback of certain personal loans resulting from a sale of our previously charged-off finance receivables in 2Q13.

1




that objective again this quarter, helping to drive Core Earnings up 42% from last year. The combination of solid performance in our branches and our very strong cash position leaves us well-positioned to continue to grow.
Core Consumer Operations: (Reported on a historical accounting basis, which is a non-GAAP measure. Refer to the reconciliation of non-GAAP to comparable GAAP measures below.)
Consumer & Insurance
Consumer and Insurance pretax income was $63 million in the quarter versus $45 million in the third quarter of 2013, and up from $60 million in the second quarter of 20146.

Consumer net finance receivables reached $3.6 billion at September 30, 2014, an increase of 21% from September 30, 2013 and 6% from June 30, 2014, driven by the companys focus on increasing personal loan originations through its branch network and diversifying its product offerings. Consumer net finance receivables per branch continued to grow, reaching $4.3 million at September 30, 2014, up from $4.1 million at June 30, 2014 and $3.6 million at September 30, 2013.
Net interest income of $196 million increased 30% from the prior year quarter, driven by 20% growth in average net receivables and strength in consumer yield of 27.02%. Net interest income increased 9% from the prior quarter. Yield in the current quarter continued to benefit from the change in the state-by-state mix of loan originations. Risk adjusted yield, representing yield less net charge-off rate, was 22.34% in the quarter, up 45 basis points from the third quarter of 2013 and 43 basis points from the second quarter of 2014.
The annualized net charge-off ratio was 4.68% in the quarter, versus 4.03% in the prior year quarter and 5.12% in the prior quarter7.

The annualized gross charge-off ratio was 5.46% in the quarter, up 117 basis points from the prior year quarter and down 34 basis points from the second quarter 2014. Recoveries continued to normalize in the quarter at 78 basis points versus 26 basis points in the third quarter of 2013, following the sale of a pool of previously charged-off accounts in June 20137.

The 60+ delinquency ratio was 2.55% at quarter end, versus 2.32% in the prior year quarter and 2.28% in the prior quarter.






����������������������������������������������������������������������
6 Consumer and Insurance segments reflect historical accounting basis (which is a basis of accounting other than U.S. GAAP). Pretax income excludes impact of charges related to accelerated repayment / repurchase of debt.
7 The recovery and charge off ratios for 3Q13 include a $1.6 million adjustment for the subsequent buyback of certain personal loans resulting from a sale of our previously charged-off finance receivables in 2Q13.


2




Acquisitions and Servicing
The Acquisitions and Servicing segment contributed $39 million to the companys consolidated pretax income in the quarter8. The entire Acquisitions and Servicing segment generated pretax income of $74 million in the quarter, with net interest income of $113 million and yield of 24.26%9. Actual net finance receivables at quarter-end were $2.1 billion, down from $2.2 billion at June 30, 2014. The principal balance of the portfolio was $2.7 billion at quarter-end versus $2.9 billion at June 30, 2014.

The annualized net charge-off ratio was 5.31% in the quarter, versus 8.58% in the prior year quarter and 7.07% in the prior quarter.
The annualized gross charge-off ratio was 5.83% in the quarter, down 307 basis points from the prior year quarter and down 195 basis points from the second quarter 2014, largely due to the slower pace of portfolio run-off. Recoveries continued to improve in the quarter at 52 basis points versus 32 basis points in the third quarter of 2013.
The delinquency ratio for the Acquisitions and Servicing segment was 5.11% at the end of the quarter, an increase of 7 basis points from the prior quarter end.
Legacy Real Estate and Other Non-Core
Excluding gains from the recent sales10, the Non-Core Portfolio (consisting of legacy real estate loans) and Other Non-Core activities generated a pretax loss of $50 million in the quarter, including a pretax loss of $48 million attributable to the legacy real estate loan portfolio11. Other Non-Core activities resulted in a loss of $2 million in the quarter.

Liquidity and Capital Resources
As of September 30, 2014, the company had $2.8 billion of cash and highly liquid investment securities. The company had total outstanding debt of $7.9 billion at quarter-end, in a variety of debt instruments.









����������������������������������������������������������������������
8 Excludes impact of one-time items related to fair value adjustments on debt and earnings attributable to non-controlling interests.
9 Includes impact of charges related to fair value adjustments on debt and earnings attributable to non-controlling interests.
10 Gain from sale of real estate assets net of restructuring, transaction expenses and provision adjustments.
11 Real Estate segment and Other Non-Core reflect historical accounting basis (which is a basis of accounting other than U.S. GAAP).


3




2014 Guidance
The company has previously established 2014 guidance ranges for certain metrics related to its Core Consumer Operations. The company is updating its previously provided ranges as follows:

FY 2013(1)
3Q14(2)
2014 Guidance
(as of 6/30/14)
2014 Guidance
(as of 9/30/14)
Consumer Net Finance Receivables at Period End
$3.14bn
$3.58bn
$3.70bn - $3.85bn
$3.75bn - $3.85bn
Consumer Yield
25.84%
27.02%
26.85% - 27.35%
26.75% - 27.00%
Consumer Risk-Adjusted Yield(3)
22.03%
22.34%
21.85% - 22.35%
21.75% - 22.25%
Acquisitions & Servicing Pretax Income(4)
$109mm
$39mm
$100mm - $120mm
$120mm - $135mm

(1)
Net Finance Receivables represents data as of December 31, 2013. All other metrics represent data for the year ended December 31, 2013.
(2)
Net Finance Receivables represents data as of September 30, 2014. All other metrics represent data for the quarter ended September 30, 2014.
(3)
Risk Adjusted Yield = Yield less Net Charge-off rates. For FY 2013, charge-off rates exclude impact from change in charge-off policy, the sale of charged-off accounts in June 2013, and recovery sale buybacks in 3Q13 and 4Q13.
(4)
Excludes impact of charges related to fair value adjustments on debt and earnings attributable to non-controlling interests.

Use of Non-GAAP Measures
We report the operating results of our Core Consumer Operations, Non-Core Portfolio and Other Non-Core using the same accounting basis that we employed prior to 2010 when we were acquired by Fortress (the Fortress Acquisition), which we refer to as historical accounting basis, to provide a consistent basis for both management and other interested third parties to better understand our operating results. The historical accounting basis (which is a basis of accounting other than U.S. GAAP) also provides better comparability of the operating results of these segments to our competitors and other companies in the financial services industry. The historical accounting basis is not applicable to Acquisitions and Servicing since this segment resulted from the purchase of the SpringCastle Portfolio on April 1, 2013 and therefore, was not affected by the Fortress Acquisition.
Pretax Core Earnings is a key performance measure used by management in evaluating the performance of our Core Consumer Operations. Pretax Core Earnings represents our income (loss) before provision for (benefit from) income taxes on a historical accounting basis and excludes results of operations from our Non-Core Portfolio (legacy real estate loans) and other











4




non-originating legacy operations, gains (losses) resulting from accelerated long-term debt repayment and repurchases of long-term debt related to Consumer, gains (losses) on fair value adjustments on debt related to Core Consumer Operations (attributable to Springleaf) and results of operations attributable to non-controlling interests. Pretax Core Earnings provides us with a key measure of our Core Consumer Operations performance as it assists us in comparing its performance on a consistent basis. Management believes Pretax Core Earnings is useful in assessing the profitability of our core business and uses Pretax Core Earnings in evaluating our operating performance. Pretax Core Earnings is a non-GAAP measure and should be considered in addition to, but not as a substitute for or superior to, operating income, net income, operating cash flow, and other measures of financial performance prepared in accordance with U.S. GAAP.

Conference Call Information
Springleaf management will host a conference call and webcast to discuss our third quarter results and other general matters at 10:00 am Eastern on Friday, November 14, 2014. Both the call and webcast are open to the general public. The general public is invited to listen to the call by dialing 877-330-3668 (U.S. domestic), or 678-304-6859 (international), conference ID 28787400, or via a live audio webcast through the Investor Relations section of the website. For those unable to listen to the live broadcast, a replay will be available on our website or by dialing 800-585-8367 (U.S. domestic), or 404-537-3406, conference ID 28787400, beginning approximately two hours after the event. The replay of the conference call will be available through November 27, 2014. An investor presentation will be available by visiting the Investor Relations page of Springleafs website at www.springleaf.com on Friday, November 14, 2014, prior to the start of the conference call.

Forward Looking Statements
This press release contains forwardlooking statements within the meaning of the U.S. federal securities laws. Forwardlooking statements include, without limitation, statements concerning plans, objectives, goals, projections, strategies, future events or performance, our 2014 guidance ranges and underlying assumptions and other statements, which are not statements of historical facts. Statements preceded by, followed by or that otherwise include the words anticipate, appears, believe, foresee, intend, should, expect, estimate, project, plan, may, could, will, are likely and similar expressions are intended to identify forwardlooking statements. These statements involve predictions of our future financial condition, performance, plans and strategies, and are thus dependent on a number of












5




factors including, without limitation, assumptions and data that may be imprecise or incorrect. Specific factors that may impact performance or other predictions of future actions include, but are not limited to: changes in general economic conditions, including the interest rate environment and the financial markets; levels of unemployment and personal bankruptcies; shifts in residential real estate values; shifts in collateral values, delinquencies, or credit losses; natural or accidental events such as earthquakes, hurricanes, tornadoes, fires, or floods; war, acts of terrorism, riots, civil disruption, pandemics, or other events disrupting business or commerce; our ability to successfully realize the benefits of the SpringCastle Portfolio; the effectiveness of our credit risk scoring models; changes in our ability to attract and retain employees or key executives; changes in the competitive environment in which we operate; changes in federal, state and local laws, regulations, or regulatory policies and practices; potential liability relating to real estate and personal loans which we have sold or may sell in the future, or relating to securitized loans; the costs and effects of any litigation or governmental inquiries or investigations; our continued ability to access the capital markets or the sufficiency of our current sources of funds to satisfy our cash flow requirements; our ability to generate sufficient cash to service all of our indebtedness; the potential for downgrade of our debt by rating agencies; and other risks described in the Risk Factors section of the Companys Form 2013 10-K filed with the SEC on April 15, 2014. Forwardlooking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forwardlooking statements. We caution you not to place undue reliance on these forwardlooking statements that speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forwardlooking statements to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events. You should not rely on forward looking statements as the sole basis upon which to make any investment decision.














6




CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(dollars in thousands except earnings (loss) per share)
Three Months�
�Ended�
�September 30,�
�2014
Three Months�
�Ended�
�September 30,�
�2013
Nine Months�
�Ended�
�September 30,�
�2014
Nine Months�
�Ended�
�September 30,�
�2013
Revised
Revised
Interest income:
Finance charges
$
435,445

$
583,926

$
1,513,590

$
1,577,561

Finance receivables held for sale originated as held for investment
47,679



54,921



Total interest income
483,124

583,926

1,568,511

1,577,561

Interest expense
180,142

229,157

576,863

700,868

Net interest income
302,982

354,769

991,648

876,693

Provision for finance receivable losses
102,971

162,264

379,196

339,061

Net interest income after provision for finance receivable losses
200,011

192,505

612,452

537,632

Other revenues:




Insurance
44,010

38,277

125,116

107,144

Investment
11,251

6,532

31,334

27,254

Net loss on repurchases and repayments of debt


(33,572
)
(6,615
)
(33,809
)
Net gain (loss) on fair value adjustments on debt
1,352

6,586

(15,033
)
7,097

Net gain on sales of real estate loans and related trust assets
641,328



731,314



Other
(11,975
)
1,603

(7,403
)
6,986

Total other revenues
685,966

19,426

858,713

114,672

Other expenses:




Operating expenses:




Salaries and benefits
94,702

214,552

278,504

371,842

Other operating expenses
75,117

72,478

192,889

194,457

Insurance losses and loss adjustment expenses
20,141

16,550

57,173

47,650

Total other expenses
189,960

303,580

528,566

613,949

Income (loss) before provision for (benefit from) income taxes
696,017

(91,649
)
942,599

38,355

Provision for (benefit from) income taxes
234,322

(30,698
)
309,594

(1,998
)
Net income (loss)
461,695

(60,951
)
633,005

40,353

Net income attributable to non-controlling interests
34,945

31,643

81,542

86,383

Net income (loss) attributable to Springleaf Holdings, Inc.
$
426,750

$
(92,594
)
$
551,463

$
(46,030
)
Share Data:




Weighted average number of shares outstanding:




Basic
114,788,439

100,000,000

114,788,439

100,000,000

Diluted
115,316,314

100,000,000

115,212,398

100,000,000

Earnings (loss) per share:




Basic
$
3.72

$
(0.93
)
$
4.80

$
(0.46
)
Diluted
$
3.70

$
(0.93
)
$
4.79

$
(0.46
)

7




CONSOLIDATED BALANCE SHEET (UNAUDITED)

(dollars in thousands)
September�30,
2014
December�31,
2013
Assets


Cash and cash equivalents
$
1,970,512

$
431,409

Investment securities
1,723,381

582,090

Net finance receivables:


Personal loans
3,607,209

3,171,704

SpringCastle Portfolio
2,083,145

2,505,349

Real estate loans
655,299

7,982,349

Retail sales finance
56,900

98,911

Net finance receivables
6,402,553

13,758,313

Allowance for finance receivable losses
(163,636
)
(333,325
)
Net finance receivables, less allowance for finance receivable losses
6,238,917

13,424,988

Finance receivables held for sale
493,196



Restricted cash
312,825

536,005

Other assets
523,987

428,194

Total assets
$
11,262,818

$
15,402,686

Liabilities and Shareholders Equity


Long-term debt
$
7,858,037

$
12,769,036

Insurance claims and policyholder liabilities
430,052

394,168

Deferred and accrued taxes
153,873

145,520

Other liabilities
310,738

207,334

Total liabilities
8,752,700

13,516,058

Shareholders equity:


Common stock
1,148

1,148

Additional paid-in capital
528,177

524,087

Accumulated other comprehensive income
34,289

28,095

Retained earnings
1,538,153

986,690

Springleaf Holdings,�Inc. shareholders equity
2,101,767

1,540,020

Non-controlling interests
408,351

346,608

Total shareholders equity
2,510,118

1,886,628

Total liabilities and shareholders equity
$
11,262,818

$
15,402,686






8




CORE KEY METRICS

(dollars in thousands)
Three Months�
�Ended�
�September 30,�
�2014
Three Months�
�Ended�
�September 30,�
�2013
At or for the Nine Months�
�Ended�
�September 30,�
�2014
At or for the Nine Months�
�Ended�
�September 30,�
�2013
Consumer




Net finance receivables


$
3,578,019

$
2,968,211

Number of accounts


894,182

797,406

Average net receivables
$
3,480,581

$
2,897,354

$
3,295,101

$
2,705,438

Yield
27.02
�%
25.92
�%
27.00
�%
25.65
�%
Gross charge-off ratio
5.46
�%
4.29
�%
5.60
�%
5.06
�%
Recovery ratio
(0.78
)%
(0.26
)%
(0.67
)%
(2.16
)%
Charge-off ratio
4.68
�%
4.03
�%
4.93
�%
2.90
�%
Delinquency ratio


2.55
�%
2.32
�%
Origination volume
$
924,317

$
767,097

$
2,594,645

$
2,326,961

Number of accounts
193,288

192,225

566,032

563,531

Acquisitions and Servicing


Net finance receivables

$
2,083,145

$
2,654,238

Number of accounts

291,153

363,912

Average net receivables
$
2,141,884

$
2,734,454

$
2,279,237

$
2,808,221

Yield
24.26
�%
23.64
�%
24.28
�%
23.53
�%
Net charge-off ratio
5.31
�%
8.58
�%
7.09
�%
5.48
�%
Delinquency ratio


5.11
�%
7.45
�%







9




RECONCILIATION OF PGAAP AND HISTORICAL INCOME (NON-GAAP)

(dollars in thousands)
Three Months�
�Ended�
�September 30,�
�2014
Three Months�
�Ended�
�September 30,�
�2013
Nine Months�
�Ended�
�September 30,�
�2014
Nine Months�
�Ended�
�September 30,�
�2013
Income (loss) before provision for (benefit from) income taxes - push-down accounting basis
$
696,017

$
(91,649
)
$
942,599

$
38,355

Interest income adjustments
(17,067
)
(51,635
)
(88,294
)
(153,674
)
Interest expense adjustments
36,359

33,476

99,886

102,977

Provision for finance receivable losses adjustments
(19,930
)
8,422

(17,272
)
23,062

Repurchases and repayments of long-term debt adjustments


14,158

(4,884
)
(6,976
)
Fair value adjustments on debt
170

12,250

8,521

44,950

Sales of finance receivables held for sale originated as held for investment adjustments
(361,439
)


(536,420
)


Amortization of other intangible assets
1,073

1,228

3,294

3,946

Other
13,802

1,276

14,872

4,685

Income (loss) before provision for (benefit from) income taxes - historical accounting basis
$
348,985

$
(72,474
)
$
422,302

$
57,325



















10




PRETAX CORE EARNINGS (NON-GAAP) RECONCILIATION

(dollars in thousands)
Three Months�
�Ended�
�September 30,�
�2014
Three Months�
�Ended�
�September 30,�
�2013
Nine Months�
�Ended�
�September 30,�
�2014
Nine Months�
�Ended�
�September 30,�
�2013
Income (loss) before provision for (benefit from) income taxes - historical accounting basis
$
348,985

$
(72,474
)
$
422,302

$
57,325

Adjustments:


Pretax operating (income) loss - Non-Core Portfolio Operations
(214,441
)
41,048

(87,103
)
135,535

Pretax operating loss - Other/non- originating legacy operations
2,491

134,685

12,799

129,817

Net loss from accelerated repayment/repurchase of debt - Consumer


2,890

1,429

4,390

Net (gain) loss on fair value adjustments on debt - Core Consumer Operations (attributable to SHI)
(715
)
(3,111
)
6,961

(3,111
)
Pretax operating income attributable to non-controlling interests
(34,945
)
(31,643
)
(81,542
)
(86,383
)
Pretax core earnings
$
101,375

$
71,395

$
274,846

$
237,573














Springleaf Holdings, Inc.
Contact:
Craig Streem, 812-468-5752
Source: Springleaf Holdings, Inc.

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