UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Commission File Number:file number 001-15749
ALLIANCE DATA SYSTEMS CORPORATIONBREAD FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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3075 Loyalty Circle
Columbus, Ohio43219
(Address of principal executive office, including zip code)
(614) 729-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Delaware | | 31-1429215 |
(State or other jurisdiction of | | (I.R.S. Employer |
incorporation or organization) | | Identification No.) |
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3095 Loyalty Circle | | 43219 |
Columbus, Ohio | | (Zip Code) |
(Address of principal executive offices) | | |
(614) 729-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading symbol | Name of each exchange on which registered |
Common stock, par value $0.01 per share |
| New York Stock Exchange |
Indicate by check mark whether the registrant: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 þ⌧ No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ⌧ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer ⌧ Accelerated filer ◻Non-accelerated filer ◻ Smaller reporting company ☐ Emerging growth company ☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No þ⌧
As of April 22, 2021, 49,723,6382022, 49,775,721 shares of common stock were outstanding.
ALLIANCE DATA SYSTEMS CORPORATIONBREAD FINANCIAL HOLDINGS, INC.
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| Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) | |
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2
PART I
Item 1.Financial Statements.
ALLIANCE DATA SYSTEMS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| | | | | | |
| | March 31, | | December 31, | ||
|
| 2021 |
| 2020 | ||
| | (in millions, except per share amounts) | ||||
ASSETS | | | | | | |
Cash and cash equivalents | | $ | 2,858.6 | | $ | 3,081.5 |
Accounts receivable, net, less allowance for doubtful accounts ($5.3 million and $4.0 million at March 31, 2021 and December 31, 2020, respectively) | |
| 351.9 | |
| 383.8 |
Credit card and loan receivables: | | | | | | |
Credit card and loan receivables – restricted for securitization investors | |
| 10,221.3 | |
| 11,208.5 |
Other credit card and loan receivables | |
| 5,315.3 | |
| 5,575.9 |
Total credit card and loan receivables | |
| 15,536.6 | |
| 16,784.4 |
Allowance for loan loss | |
| (1,843.3) | |
| (2,008.0) |
Credit card and loan receivables, net | |
| 13,693.3 | |
| 14,776.4 |
Inventories, net | | | 146.0 | | | 164.3 |
Other current assets | |
| 519.9 | |
| 534.9 |
Redemption settlement assets, restricted | |
| 725.7 | |
| 693.5 |
Total current assets | |
| 18,295.4 | |
| 19,634.4 |
Property and equipment, net | |
| 296.4 | |
| 310.9 |
Right of use assets - operating | | | 218.1 | | | 233.2 |
Deferred tax asset, net | |
| 383.5 | |
| 359.2 |
Intangible assets, net | |
| 74.9 | |
| 81.7 |
Goodwill | |
| 1,351.1 | |
| 1,369.6 |
Other non-current assets | |
| 543.5 | |
| 558.1 |
Total assets | | $ | 21,162.9 | | $ | 22,547.1 |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | |
Accounts payable | | $ | 331.9 | | $ | 328.2 |
Accrued expenses | |
| 447.1 | |
| 444.7 |
Current operating lease liabilities | | | 22.7 | | | 23.6 |
Current portion of deposits | |
| 6,787.4 | |
| 6,553.9 |
Current portion of non-recourse borrowings of consolidated securitization entities | |
| 1,862.6 | |
| 1,850.7 |
Current portion of long-term and other debt | |
| 101.4 | |
| 101.4 |
Other current liabilities | |
| 266.6 | |
| 220.9 |
Deferred revenue | |
| 920.4 | |
| 898.5 |
Total current liabilities | |
| 10,740.1 | |
| 10,421.9 |
Deferred revenue | |
| 102.2 | |
| 105.5 |
Long-term operating lease liabilities | | | 262.5 | | | 276.4 |
Deposits | |
| 3,169.5 | |
| 3,238.7 |
Non-recourse borrowings of consolidated securitization entities | |
| 1,983.2 | |
| 3,859.2 |
Long-term and other debt | |
| 2,681.5 | |
| 2,704.3 |
Other liabilities | |
| 459.6 | |
| 419.5 |
Total liabilities | |
| 19,398.6 | |
| 21,025.5 |
Commitments and contingencies (Note 14) | | | | | | |
Stockholders’ equity: | | | | | | |
Common stock, $0.01 par value; authorized, 200.0 million shares; issued, 117.1 million shares at each of March 31, 2021 and December 31, 2020 | |
| 1.2 | |
| 1.2 |
Additional paid-in capital | |
| 3,431.3 | |
| 3,427.2 |
Treasury stock, at cost, 67.4 million shares at each of March 31, 2021 and December 31, 2020 | |
| (6,733.9) | |
| (6,733.9) |
Retained earnings | |
| 5,108.0 | |
| 4,832.1 |
Accumulated other comprehensive loss | |
| (42.3) | |
| (5.0) |
Total stockholders’ equity | |
| 1,764.3 | |
| 1,521.6 |
Total liabilities and stockholders’ equity | | $ | 21,162.9 | | $ | 22,547.1 |
See accompanying notes to unaudited condensed consolidated financial statements.
3
ALLIANCE DATA SYSTEMS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
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| 2021 |
| 2020 | ||
| | (in millions, except per share amounts) | ||||
Revenues | | | | | | |
Services | | $ | 39.4 | | $ | 46.6 |
Redemption, net | |
| 104.9 | |
| 120.9 |
Finance charges, net | |
| 940.6 | |
| 1,214.3 |
Total revenue | |
| 1,084.9 | |
| 1,381.8 |
Operating expenses | | | | | | |
Cost of operations (exclusive of depreciation and amortization disclosed separately below) | |
| 497.5 | |
| 499.2 |
Provision for loan loss | | | 33.4 | | | 655.9 |
General and administrative | |
| 16.9 | |
| 23.9 |
Depreciation and other amortization | |
| 22.9 | |
| 17.4 |
Amortization of purchased intangibles | |
| 11.1 | |
| 21.4 |
Total operating expenses | |
| 581.8 | |
| 1,217.8 |
Operating income | |
| 503.1 | |
| 164.0 |
Interest expense | | | | | | |
Securitization funding costs | |
| 33.6 | |
| 49.9 |
Interest expense on deposits | |
| 45.5 | |
| 60.3 |
Interest expense on long-term and other debt, net | |
| 29.6 | |
| 28.4 |
Total interest expense, net | |
| 108.7 | |
| 138.6 |
Income before income taxes | | | 394.4 | | | 25.4 |
Provision (benefit) for income taxes | |
| 108.2 | |
| (4.6) |
Net income | | $ | 286.2 | | $ | 30.0 |
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Net income per share (Note 3): | | | | | | |
Basic | | $ | 5.76 | | $ | 0.63 |
Diluted | | $ | 5.74 | | $ | 0.63 |
| | | | | | |
Weighted average shares (Note 3): | | | | | | |
Basic | |
| 49.7 | |
| 47.6 |
Diluted | |
| 49.8 | |
| 47.7 |
See accompanying notes to unaudited condensed consolidated financial statements.
4
ALLIANCE DATA SYSTEMS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
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| 2021 |
| 2020 | ||
| | (in millions) | ||||
Net income | | $ | 286.2 | | $ | 30.0 |
| | | | | | |
Other comprehensive loss: | | | | | | |
Unrealized (loss) gain on securities available-for-sale | | | (9.0) | | | 2.7 |
Tax benefit (expense) | | | 0.7 | | | (1.1) |
Unrealized (loss) gain on securities available-for-sale, net of tax | |
| (8.3) | |
| 1.6 |
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Unrealized gain on cash flow hedges | | | 1.1 | | | 0.4 |
Tax expense | | | (0.2) | | | (0.1) |
Unrealized gain on cash flow hedges, net of tax | | | 0.9 | | | 0.3 |
| | | | | | |
Foreign currency translation adjustments (inclusive of deconsolidation of $3.8 million for the three months ended March 31, 2020 related to the sale of a business) | |
| (29.9) | |
| (20.1) |
| | | | | | |
Other comprehensive loss, net of tax | |
| (37.3) | |
| (18.2) |
| | | | | | |
Total comprehensive income, net of tax | | $ | 248.9 | | $ | 11.8 |
See accompanying notes to unaudited condensed consolidated financial statements.
5
ALLIANCE DATA SYSTEMS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Accumulated | | | |||||
| | | | | | | Additional | | | | | | Other | | Total | |||||
| | Common Stock | | Paid-In | | Treasury | | Retained | | Comprehensive | | Stockholders’ | ||||||||
Three Months Ended March 31, 2021 |
| Shares |
| Amount |
| Capital |
| Stock |
| Earnings |
| Loss |
| Equity | ||||||
| | (in millions) | ||||||||||||||||||
Balance at December 31, 2020 |
| 117.1 | | $ | 1.2 | | $ | 3,427.2 | | $ | (6,733.9) | | $ | 4,832.1 | | $ | (5.0) | | $ | 1,521.6 |
Net income |
| — | | | — | | | — | | | — | | | 286.2 | | | — | |
| 286.2 |
Other comprehensive loss |
| — | | | — | | | — | | | — | | | — | | | (37.3) | | | (37.3) |
Stock-based compensation |
| — | | | — | | | 6.8 | | | — | | | — | | | — | | | 6.8 |
Dividends and dividend equivalent rights declared ($0.21 per common share) | | — | | | — | | | — | | | — | | | (10.3) | | | — | | | (10.3) |
Other |
| — | | | — | | | (2.7) | | | — | | | — | | | — | | | (2.7) |
Balance at March 31, 2021 |
| 117.1 | | $ | 1.2 | | $ | 3,431.3 | | $ | (6,733.9) | | $ | 5,108.0 | | $ | (42.3) | | $ | 1,764.3 |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Accumulated | | | |||||
| | | | | | | Additional | | | | | | Other | | Total | |||||
| | Common Stock | | Paid-In | | Treasury | | Retained | | Comprehensive | | Stockholders’ | ||||||||
Three Months Ended March 31, 2020 |
| Shares |
| Amount |
| Capital |
| Stock |
| Earnings |
| Loss |
| Equity | ||||||
| | (in millions) | ||||||||||||||||||
Balance at December 31, 2019 |
| 115.0 | | $ | 1.1 | | $ | 3,257.7 | | $ | (6,733.9) | | $ | 5,163.3 | | $ | (99.9) | | $ | 1,588.3 |
Net income |
| — | |
| — | |
| — | |
| — | |
| 30.0 | |
| — | |
| 30.0 |
Cumulative effect adjustment to retained earnings in accordance with ASU 2016-13 | | — | | | — | | | — | | | — | | | (485.0) | | | — | | | (485.0) |
Other comprehensive loss | | — | | | — | | | — | | | — | | | — | | | (18.2) | | | (18.2) |
Stock-based compensation | | — | | | — | | | 4.7 | | | — | | | — | | | — | | | 4.7 |
Dividends and dividend equivalent rights declared ($0.63 per common share) | | — | | | — | | | — | | | — | | | (29.5) | | | — | | | (29.5) |
Other | | — | | | 0.1 | | | (2.7) | | | — | | | — | | | — | | | (2.6) |
Balance at March 31, 2020 | | 115.0 | | $ | 1.2 | | $ | 3,259.7 | | $ | (6,733.9) | | $ | 4,678.8 | | $ | (118.1) | | $ | 1,087.7 |
See accompanying notes to unaudited condensed consolidated financial statements.
6
ALLIANCE DATA SYSTEMS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2021 |
| 2020 | ||
| | (in millions) | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | |
Net income | | $ | 286.2 | | $ | 30.0 |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
Depreciation and amortization | |
| 34.0 | |
| 38.8 |
Deferred income taxes | |
| (25.8) | |
| (158.7) |
Provision for loan loss | |
| 33.4 | |
| 655.9 |
Non-cash stock compensation | |
| 6.8 | |
| 4.7 |
Amortization of deferred financing costs | |
| 8.5 | |
| 9.5 |
Change in other operating assets and liabilities, net of sale of business | | | 154.9 | | | 8.6 |
Other | |
| 19.2 | |
| (16.3) |
Net cash provided by operating activities | |
| 517.2 | |
| 572.5 |
| | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | |
Change in redemption settlement assets | |
| (13.1) | |
| 1.0 |
Change in credit card and loan receivables | |
| 1,034.6 | |
| 1,446.7 |
Proceeds from sale of business | |
| — | |
| 25.4 |
Proceeds from sale of credit card portfolio | |
| — | | | 289.5 |
Capital expenditures | |
| (12.2) | |
| (15.7) |
Purchases of other investments | |
| (22.3) | |
| (14.0) |
Maturities/sales of other investments | |
| 22.1 | |
| 13.2 |
Other | |
| (0.1) | |
| 0.2 |
Net cash provided by investing activities | |
| 1,009.0 | |
| 1,746.3 |
| | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | |
Borrowings under debt agreements | |
| — | |
| 500.0 |
Repayments of borrowings | |
| (25.4) | |
| (275.4) |
Non-recourse borrowings of consolidated securitization entities | |
| 175.0 | |
| 350.0 |
Repayments/maturities of non-recourse borrowings of consolidated securitization entities | |
| (2,039.1) | |
| (1,275.0) |
Net increase (decrease) in deposits | | | 162.2 | | | (769.4) |
Payment of deferred financing costs | |
| (0.2) | |
| (0.6) |
Dividends paid | |
| (10.7) | |
| (30.3) |
Other | |
| (2.6) | |
| (2.7) |
Net cash used in financing activities | |
| (1,740.8) | |
| (1,503.4) |
| | | | | | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | |
| (1.7) | |
| (7.6) |
| | | | | | |
Change in cash, cash equivalents and restricted cash | |
| (216.3) | |
| 807.8 |
Cash, cash equivalents and restricted cash at beginning of period | |
| 3,463.2 | |
| 3,958.1 |
Cash, cash equivalents and restricted cash at end of period | | $ | 3,246.9 | | $ | 4,765.9 |
| | | | | | |
SUPPLEMENTAL CASH FLOW INFORMATION: | | | | | | |
Interest paid | | $ | 103.4 | | $ | 138.3 |
Income taxes paid, net | | $ | 20.5 | | $ | 44.6 |
See accompanying notes to unaudited condensed consolidated financial statements.
7
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESPART 1: FINANCIAL INFORMATION
Basis of Presentation
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A). |
The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto presented in this quarterly report and the audited consolidated financial statements and related notes thereto included herein have been prepared by Alliance Data Systems Corporation (“ADSC” or, including its consolidated subsidiaries and variable interest entities (“VIEs”),in our Annual Report on Form 10-K for the “Company”), without audit, pursuant to the rules and regulations ofyear ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”)on February 25, 2022 (the 2021 Form 10-K). CertainSome of the information contained in this discussion and footnote disclosures normallyanalysis constitutes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this quarterly report. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and those set forth in the Risk Factors section in our 2021 Form 10-K, as supplemented by those factors set forth below in Part II, Item 1A, Risk Factors, of this quarterly report.
OVERVIEW
We are a tech-forward financial statements preparedservices company providing simple, personalized payment, lending and saving solutions. We create opportunities for our customers and partners through digitally enabled choices that offer ease, empowerment, financial flexibility and exceptional customer experiences. Driven by a digital-first approach, data insights and white-label technology, we deliver growth for our partners through a comprehensive product suite, including private label and co-brand credit cards, installment lending and buy now, pay later (split-pay). We also offer direct-to-consumer solutions that give customers more access, choice and freedom through our branded Bread CashbackTM American Express® Credit Card and Bread SavingsTM products.
Effective March 23, 2022, Alliance Data Systems Corporation was renamed Bread Financial Holdings, Inc, and on April 4, 2022 our ticker changed from “ADS” to “BFH” on the New York Stock Exchange (NYSE). Neither the name change nor the NYSE ticker change affected the legal entity structure, nor did it have an impact on the financial statements. On November 5, 2021, our LoyaltyOne segment was spun off into an independent public company Loyalty Ventures Inc. (traded on The Nasdaq Stock Market LLC under the ticker “LYLT”) and therefore is reflected herein as Discontinued Operations.
Throughout this report, unless stated or the context implies otherwise, the terms “Bread Financial,” the “Company,” “we,” “our” or “us” refer to Bread Financial Holdings, Inc. and its subsidiaries on a consolidated basis. References to “Parent Company” refer to Bread Financial Holdings, Inc. on a parent-only standalone basis. In addition, in this report, we refer to the retailers and other companies with whom we do business as our “partners” or “clients”; provided that the use of the term “partner” or “partnering” does not mean or imply a formal legal partnership, and is not meant in any way to alter the terms of Bread Financial’s relationship with any third parties. Bread Financial is also used in this report to include references to transactions and arrangements occurring prior to the name change.
NON-GAAP FINANCIAL MEASURES
We prepare our Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant(GAAP). However, certain information included within this Form 10-Q constitutes non-GAAP financial measures. Our calculations of non-GAAP financial measures may differ from the calculations of similarly titled measures by other companies. In particular, Pre-tax pre-provision earnings (PPNR) is calculated by increasing Income from continuing operations before income taxes by Provision for credit losses. We use PPNR internally as a metric to such rulesevaluate our results of operations before income taxes, excluding the volatility that can occur within Provision for credit losses; we believe the use of this non-GAAP financial measure provides additional clarity in understanding our results of operations and regulations. However,trends. For a reconciliation of this non-GAAP financial measure to the Company believesmost directly comparable GAAP measure, please see the financial tables and information that follows.
BUSINESS ENVIRONMENT
This Business Environment section provides an overview of our results of operations and financial position for the disclosures are adequate to makefirst quarter of 2022, as well as our related outlook for the information presented not misleading. These unaudited condensed consolidated financial statementsremainder of 2022 and certain of the uncertainties associated with achieving that outlook. This section should be read in conjunction with the consolidated financial statementsother information included or incorporated by
1
reference in this Form 10-Q, including “Consolidated Results of Operations,” “Risk Factors” and the notes thereto included“Cautionary Note Regarding Forward-Looking Statements”, which provides further discussion of variances in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021.
The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. Theour results of operations forover the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year.
The preparation of financial statements in conformity with GAAP requires management to make estimatescomparison and assumptions that affect (1) the reported amounts of assets; (2) liabilities and disclosure of contingent assets and liabilities at the date of the financial statements; and (3) the reported amounts of revenues and expenses during the reporting period. Actual results could differ fromother factors impacting those estimates.future results.
Recently Issued Accounting StandardsOur results for the first quarter of 2022 demonstrated significant progress on our strategic transformation and highlighted our focus on profitable growth. As part of our transformation efforts we successfully re-branded to Bread Financial during the first quarter and expanded our direct-to-consumer and technology offerings.
In
For the quarter ended March 2020,31, 2022, Credit sales were up from the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Facilitationprior year period as consumer spending remained strong. Net interest income for the quarter increased 18% year-over-year and Interchange revenue, net of retailer share arrangements increased in correlation with Credit sales, while Other non-interest income decreased due to a loss from our equity method investment in Loyalty Ventures Inc. We remain vigilant in monitoring macroeconomic conditions and the impact on consumers and our brand partners resulting from the increasing interest rate environment, inflation, consumer spending and savings trends, the war in Ukraine and the ongoing effects of the Effectsglobal COVID-19 pandemic, all of Reference Rate Reformwhich remain difficult to predict and therefore could have an impact on Financial Reporting.” This ASU provides optional expedientsour outlook throughout the remainder of 2022. We anticipate Total net interest and exceptions for applying GAAP to contracts, hedging relationships,non-interest income growth will be aligned with growth in average Total credit card and other transactions affectedloans, with potential upside from an improved net interest margin. We expect multiple interest rate increases by referencethe Board of Governors of the Federal Reserve System (the Federal Reserve) throughout the remainder of 2022; our models indicate that these increases would result in a nominal benefit to Net interest income, which is included in our 2022 outlook.
Provision for credit losses increased relative to the first quarter of 2021 due primarily to a large reserve release from the Allowance for credit losses in the prior year period associated with the improved macroeconomic outlook and lower volumes of Credit card and other loans. The increase from the prior period is also driven from maintaining conservative economic scenario weightings in our credit reserve modeling given unknown impacts from the increasing interest rate reform if certain criteriaenvironment and elevated inflation. Our credit metrics continue to remain strong, with a delinquency rate of 4.1% and a net loss rate of 4.8% for the first quarter of 2022. These low rates are met. The amendmentsthe result of our proactive risk management, as well as slower than expected payment normalization and resilient consumer health. Our outlook assumes a moderation in this ASU apply onlythe consumer payment rate throughout the remainder of 2022, and we continue to contracts and hedging relationships that referenceexpect a net loss rate in the London Interbank Offered Rate (“LIBOR”) or another reference rate expectedlow-to-mid 5% range for 2022 as credit metrics begin to be discontinuednormalize from historically low rates due to referencethe expiration of federal stimulus and assistance programs.
First quarter 2022 average Total credit card and other loans of $16.7 billion were up 5% from the prior year period, with the end-of-period balance being up 8%. Our Allowance for credit losses was relatively flat compared to year-end 2021, with a reserve rate reform.of 10.8% in the first quarter of 2022 and 10.5% at year-end 2021. Our outlook for growth in average Total credit card and other loans in 2022, which is based on our business development expectations, visibility into our pipeline and the current economic outlook, is in the low-double-digit range compared with 2021. Payment rate variability is a key determinant for achieving full year growth in average Credit card and other loans in 2022, relative to 2021.We expect the sale of the BJ’s Wholesale Club (BJ’s) portfolio to occur in the middle of the first quarter of 2023. For the first quarter of 2022, BJ’s branded co-brand accounts generated approximately 8% of Total net interest and non-interest income. As of March 31, 2022, BJ’s branded co-brand accounts were responsible for approximately 12% of Total credit card and other loans.
With regard to our expenses, Total non-interest expenses for the first quarter of 2022 were up moderately from the prior year period. As a result of continued investment in technology modernization, digital advancement, marketing, and product innovation, along with strong portfolio growth, we continue to anticipate Total non-interest expenses will increase in 2022. The expedientspace and exceptions provided bytiming of our investments will be calibrated to align with our revenue growth outlook, including our planned incremental investment of more than $125 million in digital and product innovation, marketing, and technology enhancements during 2022.
Overall, we are delivering on our business transformation objectives and remain focused on risk-reward tradeoff, which we believe positions us to maintain profitable growth in the amendments do not applyperiods ahead. We are committed to contract modifications madeensuring our investments deliver long-term stockholder value and hedging relationships entered into or evaluated after December 31, 2022. This ASU is electivewe remain confident in our ability to responsibly execute on our growth strategy and is effective upon issuance for all entities. The Company is evaluating the impact that adoption of ASU 2020-04 will have on its consolidatedachieve our financial statements.
Recently Adopted Accounting Standards
In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” ASU 2019-12 eliminated certain exceptions within Accounting Standards Codification (“ASC”) 740, “Income Taxes,” and clarified certain aspects of ASC 740 to promote consistency among reporting entities. Most amendments within the standard were required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company’s adoption of this standard on January 1, 2021 did not have a material impact on its consolidated financial statements.targets.
82
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)RESULTS OF OPERATIONS
2. REVENUE
The Company’s products and services are reported under 2 segments—LoyaltyOne and Card Services, as shown below. The following tables present revenue disaggregated by major source:
| | | | | | | | | | | | |
| | | | | | | | Corporate/ | | | | |
Three Months Ended March 31, 2021 |
| LoyaltyOne |
| Card Services |
| Other |
| Total | ||||
| | (in millions) | ||||||||||
Disaggregation of Revenue by Major Source: | | | | | | | | | | | | |
| | | | | | | | | | | | |
Coalition loyalty program | | $ | 66.8 | | $ | — | | $ | — | | $ | 66.8 |
Short-term loyalty programs | |
| 106.3 | |
| — | |
| — | |
| 106.3 |
Servicing fees, net | |
| — | |
| (32.3) | |
| — | |
| (32.3) |
Revenue from contracts with customers | | $ | 173.1 | | $ | (32.3) | | $ | — | | $ | 140.8 |
| | | | | | | | | | | | |
Finance charges, net | |
| — | |
| 940.6 | |
| — | |
| 940.6 |
Investment income | |
| 3.5 | |
| — | |
| — | |
| 3.5 |
Total | | $ | 176.6 | | $ | 908.3 | | $ | — | | $ | 1,084.9 |
The following provides a discussion of the variances in our financial performance when comparing the results of operations for the quarter ended March 31, 2022, with those of the quarter ended March 31, 2021, as presented in the accompanying tables. This variance discussion should be read in conjunction with the discussion in the “Business Environment” section above, which contains further information on the global COVID-19 pandemic and the related impacts on our results of operations.
| | | | | | | | | | | | |
| | | | | | | | Corporate/ | | | | |
Three Months Ended March 31, 2020 |
| LoyaltyOne |
| Card Services |
| Other |
| Total | ||||
| | (in millions) | ||||||||||
Disaggregation of Revenue by Major Source: | | | | | | | | | | | | |
| | | | | | | | | | | | |
Coalition loyalty program | | $ | 71.3 | | $ | — | | $ | — | | $ | 71.3 |
Short-term loyalty programs | |
| 120.3 | |
| — | |
| — | |
| 120.3 |
Servicing fees, net | |
| — | |
| (30.7) | |
| — | |
| (30.7) |
Other | |
| 3.3 | |
| — | |
| 0.1 | |
| 3.4 |
Revenue from contracts with customers | | $ | 194.9 | | $ | (30.7) | | $ | 0.1 | | $ | 164.3 |
| | | | | | | | | | | | |
Finance charges, net | |
| — | |
| 1,214.3 | |
| — | |
| 1,214.3 |
Investment income | |
| 3.2 | |
| — | |
| — | |
| 3.2 |
Total | | $ | 198.1 | | $ | 1,183.6 | | $ | 0.1 | | $ | 1,381.8 |
The following tables present revenue disaggregated by geographic region based on the locationTable 1: Summary of the subsidiary that generally correlates with the location of the customer:Our Financial Performance
| | | | | | | | | | | | |
| | | | | | | | Corporate/ | | | | |
Three Months Ended March 31, 2021 |
| LoyaltyOne |
| Card Services |
| Other |
| Total | ||||
| | (in millions) | ||||||||||
Disaggregation of Revenue by Geographic Region: | | | | | | | | | | |||
| | | | | | | | | | | | |
United States | | $ | 1.0 | | $ | 908.2 | | $ | — | | $ | 909.2 |
Canada | |
| 79.9 | |
| 0.1 | |
| — | |
| 80.0 |
Europe, Middle East and Africa | |
| 79.4 | |
| — | |
| — | |
| 79.4 |
Asia Pacific | |
| 14.9 | |
| — | |
| — | |
| 14.9 |
Other | |
| 1.4 | |
| — | |
| — | |
| 1.4 |
Total | | $ | 176.6 | | $ | 908.3 | | $ | — | | $ | 1,084.9 |
| | | | | | | | | |
| | Three Months Ended March 31, | | ||||||
|
| 2022 |
| 2021 | | % Change | | ||
| | (in millions, except per share amounts and percentages) | | ||||||
Total net interest and non-interest income | | $ | 921 | | $ | 802 | | 15 | |
Provision for credit losses | | | 193 | | | 33 | | * | |
Total non-interest expenses | | | 426 | | | 402 | | 6 | |
Income from continuing operations before income taxes | | | 302 | | | 367 | | (18) | |
Provision for income taxes | | | 91 | | | 99 | | (7) | |
Income from continuing operations | | | 211 | | | 268 | | (21) | |
(Loss) income from discontinued operations, net of taxes | | | (1) | | | 18 | | (102) | |
Net income | | | 210 | | | 286 | | (26) | |
| | | | | | | | | |
Net income per diluted share | | $ | 4.20 | | $ | 5.74 | | (27) | |
Income from continuing operations per diluted share | | $ | 4.21 | | $ | 5.38 | | (22) | |
Net interest margin (1) | | | 19.4 | % | | 17.7 | % | 1.7 | |
Return on average equity (2) | | | 38.5 | % | | 66.3 | % | (27.8) | |
Effective income tax rate - continuing operations | | | 30.2 | % | | 26.9 | % | 3.3 | |
(1) | Net interest margin represents annualized Net interest income divided by average Total interest-earning assets. See also Table 5: Net Interest Margin. |
(2) | Return on average equity represents annualized Income from continuing operations divided by average Total stockholders’ equity. |
* Not meaningful
Table 2: Summary of Total Net Interest and Non-interest Income, After Provision for Credit Losses
* Not meaningful |
|
|
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|
|
|
|
|
|
|
|
|
93
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
| | | | | | | | Corporate/ | | | | |
Three Months Ended March 31, 2020 |
| LoyaltyOne |
| Card Services |
| Other |
| Total | ||||
| | (in millions) | ||||||||||
Disaggregation of Revenue by Geographic Region: | | | | | | | | | | |||
| | | | | | | | | | | | |
United States | | $ | 2.1 | | $ | 1,183.6 | | $ | 0.1 | | $ | 1,185.8 |
Canada | |
| 79.1 | |
| — | |
| — | |
| 79.1 |
Europe, Middle East and Africa | |
| 68.6 | |
| — | |
| — | |
| 68.6 |
Asia Pacific | |
| 37.0 | |
| — | |
| — | |
| 37.0 |
Other | |
| 11.3 | |
| — | |
| — | |
| 11.3 |
Total | | $ | 198.1 | | $ | 1,183.6 | | $ | 0.1 | | $ | 1,381.8 |
Contract Liabilities
The Company records a contract liability when cash payments are received in advance of its performance, which applies to the serviceTotal Net Interest and redemption of an AIR MILES® reward mile and the reward productsNon-interest Income, After Provision for its short-term loyalty programs.
A reconciliation of contract liabilities for the AIR MILES Reward Program is as follows:
Credit Losses
| | | | | | | | | |
| | Deferred Revenue | |||||||
|
| Service |
| Redemption |
| Total | |||
| | (in millions) | |||||||
Balance at January 1, 2021 | | $ | 247.2 | | $ | 756.8 | | $ | 1,004.0 |
Cash proceeds | |
| 40.6 | |
| 65.9 | |
| 106.5 |
Revenue recognized (1) | |
| (49.9) | |
| (52.2) | |
| (102.1) |
Other | |
| — | |
| 0.3 | |
| 0.3 |
Effects of foreign currency translation | |
| 3.3 | |
| 10.6 | |
| 13.9 |
Balance at March 31, 2021 | | $ | 241.2 | | $ | 781.4 | | $ | 1,022.6 |
Amounts recognized in the consolidated balance sheets: | |
|
| |
|
| |
|
|
Deferred revenue (current) | | $ | 139.0 | | $ | 781.4 | | $ | 920.4 |
Deferred revenue (non-current) | | $ | 102.2 | | $ | — | | $ | 102.2 |
The deferred redemption obligation associated with the AIR MILES Reward Program is effectively due on demand from the collector base, thus the timing of revenue recognition is based on the redemption by the collector. Service revenue is amortized over the expected life of a mile, with the deferred revenue balance expected to be recognized into revenue in the amount of $113.4 million in 2021, $85.1 million in 2022, $38.8 million in 2023, and $3.9 million in 2024.
Additionally, contract liabilities for the Company’s short-term loyalty programs are recognized in other current liabilities in the Company’s unaudited condensed consolidated balance sheets. The beginning balance as of January 1, 2021 was $66.9 million and the closing balance as ofThree months ended March 31, 2021 was $71.1 million, with the change due2022 compared to cash payments received in advance of program performance, offset in part by revenue recognized of approximately $83.2 million during the three months ended March 31, 2021.2021:
Contract Costs
The Company recognizes an assetInterest income: Total interest income increased $126 million, or 13%, to $1,068 million for the incremental coststhree months ended March 31, 2022, resulting from Interest and fees on loans which increased $125 million, or 13%, to $1,066 million. The increase was due to a 5% increase in average credit card and other loans driven by new originations, and an increase in finance charge yield of obtainingapproximately 180 basis points, increasing revenue by $73 million.
Interest expense: Total interest expense decreased $28 million, or fulfilling26%, to $79 million for the three months ended March 31, 2022, due to the following:
● | Interest on deposits decreased $13 million for the three months ended March 31, 2022, due to lower average interest rates resulting from the mix of deposits outstanding, which decreased interest expense by approximately $15 million; partially offset by higher average balances outstanding. |
● | Interest on borrowings decreased $15 million due primarily to a $14 million decrease related to secured borrowings resulting from lower average interest rates, and lower average balances outstanding. |
Non-interest income: Total non-interest income decreased $35 million, or 108%, to $(68) million for the three months ended March 31, 2022, due to the following:
● | Interchange revenue, net of retailer share arrangements increased $28 million as a result of increased sales and new retailer share arrangements. |
● | Other decreased $7 million due to a $12 million loss from our equity method investment in Loyalty Ventures Inc. This was partially offset by an increase of $3 million in ancillary revenue, in particular revenue from payment protection products. |
Provision for credit losses increased $160 million to $193 million for the three months ended March 31, 2022, driven by a contractreserve release from the Allowance for credit losses in the prior year period associated with the retailer for a creditimproved macroeconomic outlook and lower volumes of Credit card program agreementand other loans.
Table 3: Summary of Total Non-interest Expenses
| | | | | | | | | |
| | Three Months Ended March 31, | | ||||||
|
| 2022 |
| 2021 | | % Change | | ||
| | (in millions, except percentages) | | ||||||
Non-interest expenses | | | | | | | | | |
Employee compensation and benefits | | $ | 179 | | $ | 159 | | 13 | |
Card and processing expenses | | | 82 | | | 78 | | 5 | |
Information processing and communication | | | 56 | | | 51 | | 8 | |
Marketing expenses | | | 31 | | | 42 | | (27) | |
Depreciation and amortization | | | 21 | | | 25 | | (16) | |
Other | | | 57 | | | 47 | | 20 | |
Total non-interest expenses | | $ | 426 | | $ | 402 | | 6 | |
Total Non-interest Expenses
Three months ended March 31, 2022 compared to the extent it expects to recover those costs, in accordance with ASC 340-40, “Other Assets and Deferred Costs.” Contract costs are deferred and amortized on a straight-line basis that is consistent with the transfer of services, which is generally the term of the contract. Depending on the nature of the contract costs, the amortization is recorded as a reduction to revenue, or costs of operations, in the Company’s unaudited condensed consolidated statements of income. As ofthree months ended March 31, 2021 and December2021:
Non-interest expenses: Total non-interest expenses increased $24 million, or 6%, to $426 million for the three months ended March 31, 2020,2022, due to the remaining unamortized contractfollowing:
● | Employee compensation and benefits increased $20 million due to increased salaries, contract labor, which itself was driven by continued digital and technology modernization-related hiring, and incentive compensation as well as higher volume-related staffing levels. |
● | Information processing and communication increased $5 million due to an increase in data processing expense driven by the Fiserv core processing platform migration. |
104
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
costs were $296.9 million and $311.1 million, respectively, and are included in other current assets and other non-current assets in the Company’s unaudited condensed consolidated balance sheets.
3. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted net income per share of common stock:
| | | | | | |
| | Three Months Ended March 31, | ||||
|
| 2021 |
| 2020 | ||
| | (in millions, except per share amounts) | ||||
Numerator: | | | | | | |
Net income | | $ | 286.2 | | $ | 30.0 |
| | | | | | |
Denominator: | | | | | | |
Weighted average shares, basic | |
| 49.7 | |
| 47.6 |
Weighted average effect of dilutive securities: | | | | | | |
Net effect of dilutive unvested restricted stock (1) | |
| 0.1 | |
| 0.1 |
Denominator for diluted calculation | |
| 49.8 | |
| 47.7 |
| | | | | | |
Basic net income per share: | | $ | 5.76 | | $ | 0.63 |
Diluted net income per share: | | $ | 5.74 | | $ | 0.63 |
● | Marketing expenses |
4. ACQUISITION
On September 28, 2020, the Company acquired 3.5 million preferred Series D Shares of Lon Inc., a Delaware corporation (“Bread”), for approximately $25.0 million, which represented an approximate 6% ownership interest in Bread. Bread is a technology-driven digital payments company, offering an omnichannel solution for retailers and platform capabilities to bank partners. On December 3, 2020, the Company acquired the remaining interest in Bread. In accordance with ASC 805, the Company’s approximate 6% interest was remeasured at fair value when control of Bread was obtained on December 3, 2020; 0 gain or loss was recognized on the remeasurement.
Consideration for the 100% ownership of Bread consisted of cash of $275.0 million, equity of $149.2 million with the issuance of 1.9 million shares of the Company’s common stock, and deferred cash consideration of $75.0 million due December 2021, subject to customary closing purchase price adjustments. Consideration, net of cash and restricted cash acquired, was $491.0 million.
11
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
The following table summarizes the allocation of the consideration and the respective fair values of the assets acquired and liabilities assumed in the Bread transaction as of the acquisition date, net of cash acquired:
| | | |
|
| As of | |
| | (in millions) | |
Installment loan receivables | | $ | 111.7 |
Accounts receivable | | | 0.2 |
Other current assets | | | 0.6 |
Property and equipment | | | 0.3 |
Developed technology | | | 90.7 |
Right of use assets - operating | | | 3.6 |
Deferred tax asset, net | | | 7.0 |
Intangible assets | | | 11.3 |
Goodwill | | | 369.6 |
Total assets acquired | |
| 595.0 |
| | | |
Accounts payable | |
| 2.0 |
Accrued expenses | |
| 2.9 |
Operating lease liabilities | |
| 3.5 |
Non-recourse borrowings of consolidated securitization entities | |
| 95.6 |
Total liabilities assumed | |
| 104.0 |
| | | |
Net assets acquired, net of cash and restricted cash | | $ | 491.0 |
● | Other increased $10 million due primarily to legal and other business activity costs. |
Income Taxes
5. DISPOSITION
On January 10, 2020, the Company sold Precima®, a provider of retail strategy and customer data applications and analytics, to Nielsen Holdings plc for total consideration of $43.8 million. The purchase and sale agreement provided for $10.0 million in contingent consideration based upon the occurrence of specified events and performance of the business, with 2 earnout determinations in September 2020 and September 2021, respectively. In September 2020, the Company received cash of $5.0 million upon the earnout determination date. AtThree months ended March 31, 2021,2022 compared to the Company estimated the fair value of the remaining contingent purchase price at approximately $1.5three months ended March 31, 2021:
Provision for income taxes decreased $8 million, which is included in the total consideration below. Precima was included in the Company’s LoyaltyOne segment. The pre-tax gain was recorded in cost of operations in the Company’s unaudited condensed consolidated statements of incomeor 7%, to $91 million for the three months ended March 31, 2020.2022, primarily driven by the decrease in Income from continuing operations before income taxes. The effective tax rate was 30.2% and 26.9% for the three months ended March 31, 2022 and 2021, respectively. The increase in the effective tax rate for the three month period primarily related to discrete charges in the current period and an increase in nondeductible items over those in the prior year period.
| | | |
|
| January 10, | |
|
| 2020 | |
| | (in millions) | |
Total consideration (1) | | $ | 43.8 |
Net carrying value of assets and liabilities (including other comprehensive income) | |
| 26.8 |
Allocation of goodwill | |
| 3.2 |
Strategic transaction costs | |
| 5.8 |
Pre-tax gain on sale of business, net of strategic transaction costs | | $ | 8.0 |
Table 4: Summary Financial Highlights – Continuing Operations
| | | | | | | | | |
| | Three Months Ended March 31, | | ||||||
|
| 2022 |
| 2021 | | % Change | | ||
| | (in millions, except per share amounts and percentages) | | ||||||
Credit sales | | $ | 6,887 | | $ | 6,043 | | 14 | |
PPNR (1) | | | 495 | | | 400 | | 24 | |
Average credit card and other loans | | | 16,650 | | | 15,785 | | 5 | |
End-of-period credit card and other loans | | | 16,843 | | | 15,537 | | 8 | |
End-of-period direct-to-consumer deposits | | | 3,561 | | | 2,152 | | 66 | |
| | | | | | | | | |
Return on average assets (2) | | | 4.0 | % | | 4.9 | % | (0.9) | |
Return on average equity (3) | | | 38.5 | % | | 66.3 | % | (27.8) | |
| | | | | | | | | |
Net interest margin (4) | | | 19.4 | % | | 17.7 | % | 1.7 | |
Loan yield (5) | | | 25.6 | % | | 23.8 | % | 1.8 | |
| | | | | | | | | |
Efficiency ratio (6) | | | 46.2 | % | | 50.1 | % | (3.9) | |
| | | | | | | | | |
Tangible book value per common share (7) | | $ | 31.87 | | $ | 21.32 | | 50 | |
Tangible common equity / tangible assets ratio (TCE/TA) (8) | | 7.8 | % | | 5.2 | % | 2.6 | | |
Cash dividend per common share | | $ | 0.21 | | $ | 0.21 | | — | |
| | | | | | | | | |
Delinquency rate | | | 4.1 | % | | 3.8 | % | 0.3 | |
Net loss rate | | | 4.8 | % | | 5.0 | % | (0.2) | |
Reserve rate | | | 10.8 | % | | 11.9 | % | (1.1) | |
(1) |
(2) | Return on average assets represents annualized Income from continuing operations divided by average Total assets. |
(3) | Return on average equity represents annualized Income from continuing operations divided by average Total stockholders’ equity. |
(4) | Net interest margin represents annualized Net interest income divided by average Total interest-earning assets. See also Table 5: Net Interest Margin. |
(5) | Loan yield represents annualized Interest and fees on loans divided by Average credit card and other loans. |
(6) | Efficiency ratio represents Total non-interest expenses divided by Total net interest and non-interest income. |
(7) | Tangible book value per common share represents Total stockholders’ equity less Intangible assets, net, and Goodwill divided by shares outstanding. |
(8) | Tangible common equity represents Total stockholders’ equity less Intangible assets, net, and Goodwill. Tangible assets represents Total assets less Intangible assets, net, and Goodwill. |
5
Table 5: Net Interest Margin
| | | | | | | | | | |
| | Three Months Ended March 31, 2022 | | |||||||
|
| Average Balance |
| Interest Income / Expense |
| Average Yield / Rate |
| |||
| | (in millions, except percentages) | | |||||||
Cash and investment securities | | $ | 3,794 | | $ | 2 | | | 0.26 | % |
Credit card and other loans | | | 16,650 | | | 1,066 | | | 25.60 | % |
Total interest-earning assets | | | 20,444 | | | 1,068 | | | 20.90 | % |
| | | | | | | | | | |
Direct-to-consumer deposits (retail) | | | 3,278 | | | 6 | | | 0.79 | % |
Wholesale deposits | | | 7,523 | | | 28 | | | 1.47 | % |
Interest-bearing deposits | | | 10,801 | | | 34 | | | 1.26 | % |
| | | | | | | | | | |
Secured borrowings | | | 4,994 | | | 20 | | | 1.59 | % |
Unsecured borrowings | | | 2,004 | | | 25 | | | 4.97 | % |
Interest-bearing borrowings | | | 6,998 | | | 45 | | | 2.56 | % |
Total interest-bearing liabilities | | | 17,799 | | | 79 | | | 1.77 | % |
| | | | | | | | | | |
Net interest income | | | | | $ | 989 | | | | |
| | | | | | | | | | |
Net interest margin (1) | | | | | | 19.4 | % | | | |
| | | | | | | | | | |
| | Three Months Ended March 31, 2021 | | |||||||
|
| Average Balance |
| Interest Income / Expense |
| Average Yield / Rate |
| |||
| | (in millions, except percentages) | | |||||||
Cash and investment securities | | $ | 3,107 | | $ | 1 | | | 0.21 | % |
Credit card and other loans | | | 15,785 | | | 941 | | | 23.84 | % |
Total interest-earning assets | | | 18,892 | | | 942 | | | 19.95 | % |
| | | | | | | | | | |
Direct-to-consumer deposits (retail) | | | 1,884 | | | 6 | | | 1.20 | % |
Wholesale deposits | | | 8,041 | | | 41 | | | 2.06 | % |
Interest-bearing deposits | | | 9,925 | | | 47 | | | 1.90 | % |
| | | | | | | | | | |
Secured borrowings | | | 4,621 | | | 34 | | | 2.91 | % |
Unsecured borrowings | | | 2,830 | | | 26 | | | 3.72 | % |
Interest-bearing borrowings | | | 7,451 | | | 60 | | | 3.22 | % |
Total interest-bearing liabilities | | | 17,376 | | | 107 | | | 2.46 | % |
| | | | | | | | | | |
Net interest income | | | | | $ | 835 | | | | |
| | | | | | | | | | |
Net interest margin (1) | | | | | | 17.7 | % | | | |
(1) | Net interest margin represents annualized Net interest income divided by average Total interest-earning assets. |
Table 6: Reconciliation of GAAP to Non-GAAP Financial Measure
| | | | | | | | | |
| | Three Months Ended March 31, | | ||||||
|
| 2022 |
| 2021 | | % Change | | ||
| | (in millions, except percentages) | | ||||||
Income from continuing operations before income taxes | | $ | 302 | | $ | 367 | | (18) | |
Provision for credit losses | | | 193 | | | 33 | | * | |
Pre-tax pre-provision earnings (PPNR) | | $ | 495 | | $ | 400 | | 24 | |
* Not meaningful
126
ALLIANCE DATA SYSTEMS CORPORATIONASSET QUALITY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
6. CREDIT CARD AND LOAN RECEIVABLES
Quantitative information aboutGiven the componentsnature of our business, the Company’squality of our assets, in particular our credit card and loan receivablesother loans (primarily installment loans), is presenteda key determinant underlying our ongoing financial performance and overall financial condition. When it comes to our Credit card and other loans portfolio, we closely monitor two metrics – delinquency rates and net charge-off rates – which reflect, among other factors, our underwriting, the inherent credit risk in our portfolio, the table below:success of our collection and recovery efforts, and, more broadly, the general macroeconomic conditions.
| | | | | | |
|
| March 31, |
| December 31, | ||
|
| 2021 |
| 2020 | ||
| | (in millions) | ||||
Credit card receivables | | $ | 15,142.0 | | $ | 16,376.4 |
Installment loan receivables | | | 131.0 | | | 118.0 |
Other | |
| 263.6 | |
| 290.0 |
Total credit card and loan receivables | |
| 15,536.6 | |
| 16,784.4 |
Less: Credit card and loan receivables – restricted for securitization investors | |
| 10,221.3 | |
| 11,208.5 |
Other credit card and loan receivables | | $ | 5,315.3 | | $ | 5,575.9 |
Allowance for Loan Loss
The allowance for loan lossDelinquencies: An account is an estimate of expected credit losses, measured overcontractually delinquent if we do not receive the estimated life of its credit card and loan receivables that considers forecasts of future economic conditions in addition to information about past events and current conditions. The estimate under the current expected credit loss (“CECL”) model is significantly influencedminimum payment due by the composition, characteristicsspecified due date. Our policy is to continue to accrue interest and qualityfee income on all accounts, except in limited circumstances, until the balance and all related interest and fees are paid or charged-off. After an account becomes 30 days past due, a proprietary collection scoring algorithm automatically scores the risk of the Company’s portfolioaccount becoming further delinquent; based upon the level of credit card and loan receivables, as well as the prevailing economic conditions and forecasts utilized. The estimate of the allowance for loan loss includes an estimate for uncollectible principal as well as unpaid interest and fees. Charge-offs of principal amounts, net of recoveriesrisk indicated, a collection strategy is deployed. If, after exhausting all in-house collection efforts we are deducted from the allowance. The allowance is maintained through an adjustmentunable to the provision for loan loss and is evaluated for appropriateness.
Credit Card Receivables
ASC 326, “Financial Instruments—Credit Losses,” requires entities to use a “pooled” approach to estimate expected credit losses for financial assets with similar risk characteristics. To estimate its allowance for loan loss, the Company segregates its credit card receivables into 4 groups with similar risk characteristics,collect on the basis of delinquency status and credit quality risk score, which were determined byaccount, we may engage collection agencies or outside attorneys to continue those efforts, or sell the Company to be the most significant characteristics for estimating expected credit losses. These risk characteristics are evaluated on at least an annual basis, or more frequently as facts and circumstances warrant. The Company’s credit card receivables do not have stated maturities and therefore prepayments are not factored into the determination of the estimated life of the credit card receivables. In determining the estimated life of a credit card receivable, payments were applied to the measurement date balance with 0 payments allocated to future purchase activity. The Company uses a combination of First In First Out (“FIFO”) and the Credit Card Accountability, Responsibility, and Disclosure Act of 2009 (“CARD Act”) methodology to model balance paydown.
The Company’s groups of pooled financial assets with similar risk characteristics and their estimated life is as follows:charged-off balances.
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In estimating its allowance for loan loss, for each identified group, management utilizes various models and estimation techniques based on historical loss experience, current conditions, reasonable and supportable forecasts and other relevant factors. These models utilize historical data and applicable macroeconomic variables with statistical analysis and behavioral relationships with credit performance. The Company’s quantitative estimate of expected credit losses under CECL is impacted by certain forecasted economic factors. Management utilizes a third party service to analyze a number of scenarios, but uses one scenario to determine the macroeconomic variables over the forecast period.
13
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
The Company considers the forecast used to be reasonable and supportable over the estimated life of the credit card receivables, with no reversion period. In addition to the quantitative estimate of expected credit losses, the Company also incorporates qualitative adjustments for certain factors such as Company-specific risks, changes in current economic conditions that may not be captured in the quantitatively derived results, or other relevant factors to ensure the allowance for loan loss reflects the Company’s best estimate of current expected credit losses. As permitted by ASC 326, the Company excludes unbilled finance charges from its amortized cost basis of credit card and loan receivables. As of March 31, 2021 and December 31, 2020, unbilled finance charges were $201.8 million and $219.4 million, respectively, and are included in other credit card and loan receivables in the Company’s unaudited condensed consolidated balance sheets.
Installment Loan Receivables
The allowance for loan loss for installment loan receivables utilizes a migration model over the remaining life of the loans. The model segments accounts based on three attributes: delinquency, risk score and remaining term. As of March 31, 2021 and December 31, 2020, the allowance for loan loss related to installment loan receivables was $6.5 million and $5.7 million, respectively.
Allowance for Loan Loss Rollforward
The following table presents the Company’s allowance for loan loss for itsdelinquency trends on our credit card and loan receivables forother loans portfolio based on the periods indicated:principal balances outstanding as of March 31, 2022 and December 31, 2021:
| | | | | | |
| | Three Months Ended March 31, | ||||
|
| 2021 (1) |
| 2020 | ||
| | (in millions) | ||||
Balance at beginning of period | | $ | 2,008.0 | | $ | 1,171.1 |
Adoption of ASC 326 (2) | | | — | | | 644.0 |
Provision for loan loss | |
| 33.4 | |
| 655.9 |
Recoveries | |
| 50.9 | |
| 67.9 |
Principal charge-offs | |
| (249.0) | |
| (388.1) |
Balance at end of period | | $ | 1,843.3 | | $ | 2,150.8 |
ForTable 7: Delinquency Trends on Credit Card and Other Loans
| | | | | | | | | | | |
| | March 31, | | % of | | December 31, | | % of |
| ||
|
| 2022 |
| Total |
| 2021 |
| Total |
| ||
| | (in millions, except percentages) |
| ||||||||
Credit card and other loans outstanding ─ principal | | $ | 16,021 |
| 100.0 | % | $ | 16,590 |
| 100.0 | % |
Outstanding balances contractually delinquent: | | | | | | | | | | | |
31 to 60 days | | $ | 203 | | 1.3 | % | $ | 219 |
| 1.3 | % |
61 to 90 days | |
| 150 |
| 0.9 | |
| 147 |
| 0.9 | |
91 or more days | |
| 305 |
| 1.9 | |
| 281 |
| 1.7 | |
Total | | $ | 658 |
| 4.1 | % | $ | 647 |
| 3.9 | % |
As part of our collections strategy, we may offer temporary, short term (six-months or less) loan modifications in order to improve the three months ended March 31, 2021,likelihood of collections and meet the decreaseneeds of our customers. Our modifications for customers who have requested assistance and meet certain qualifying requirements, come in the allowance forform of reduced or deferred payment requirements, interest rate reductions and late fee waivers. We do not offer programs involving the forgiveness of principal. These temporary loan loss was due to a declinemodifications may assist in credit cardcases where we believe the customer will recover from the short-term hardship and loan receivables dueresume scheduled payments. Under these forbearance modification programs, those accounts receiving relief may not advance to the pandemic, improvementnext delinquency cycle, including charge-off, in the macroeconomic outlook and lower principal charge-offs. Forsame time frame that would have occurred had the three months ended March 31, 2020, the increaserelief not been granted. We evaluate our loan modification programs to determine if they represent a more than insignificant delay in the allowance for loan loss,payment, in addition to the impact of the $644.0 million attributable to the adoption of ASC 326, was due to an increase in delinquent amounts and deterioration of the macroeconomic outlook due to COVID-19.which case they would then be considered a troubled debt restructuring.
Net Charge-offs
Net Charge-Offs: Our net charge-offs include the principal amount of losses that are deemed uncollectible, less recoveries, and exclude charged-off interest, fees and third-party fraud losses. Charged-off interest and fees reduce finance charges, netInterest and fees on loans while third-party fraud losses are recorded as a cost of operations expense.in Card and processing expenses. Credit card receivables,loans, including unpaid interest and fees, are generally charged-off in the month during which an account becomes 180 days contractually past due, exceptdue. Installment loans, including unpaid interest, are generally charged-off when a loan becomes 120 days past due. However, in the case of a customer bankruptciesbankruptcy or death. Installment loan receivables, including unpaid interest, are charged-off when a loan is 120 days past due. Creditdeath, credit card receivables,and other loans, including unpaid interest and fees associated with customer bankruptcies or deathas applicable, are charged-off in each month subsequent to 60 days after the receipt of notification of the bankruptcy or death, but in any case not later than the 180-day contractual time frame. For the three months ended March 31, 2021 and 2020, principal charge-offs, net of recoveries, were $198.1 million and $320.2 million, respectively. Charge-offs for unpaid interest and fees were $130.5 million and $231.9 million for the three months ended March 31, 2021 and 2020, respectively.
14
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Delinquencies
An account is contractually delinquent if the Company does not receive the minimum payment by the specified due date. It is the Company’s policy to continue to accrue interest and fee income on all accounts, except in limited circumstances, until the account balance and all related interest and other fees are paid or charged-off, typically at 180 days delinquent for credit card receivables and 120 days delinquent for installment loan receivables. After an account becomes 30 days past due, a proprietary collection scoring algorithm automatically scores the risk of the account becoming further delinquent. The collection system then recommends a collection strategy for the past due account based on the collection score and account balance and dictates the contact schedule and collections priority for the account. If the Company is unable to make a collection after exhausting all in-house collection efforts, the Company may engage collection agencies and outside attorneys to continue those efforts.
The following table presents the amortized cost basis of the aging analysis of the Company’s credit card and loan receivables portfolio:
| | | | | | | | | | | | | | | | | | |
| | Aging Analysis of Delinquent Amortized Cost | | | | | | | ||||||||||
|
| 31 to 60 days |
| 61 to 90 days |
| 91 or more days delinquent |
| Total |
| Current |
| Total | ||||||
| | (in millions) | ||||||||||||||||
As of March 31, 2021 | $ | 193.5 | | $ | 149.3 | | $ | 384.8 | | $ | 727.6 | | $ | 14,545.4 | | $ | 15,273.0 | |
| | | | | | | | | | | | | | | | | | |
As of December 31, 2020 | $ | 272.5 | | $ | 203.3 | | $ | 439.8 | | $ | 915.6 | | $ | 15,578.8 | | $ | 16,494.4 |
Modified Credit Card Receivables
Forbearance Programs
In response to the COVID-19 pandemic, the Company offered forbearance programs, which provided for short-term modifications in the form of payment deferrals and late fee waivers to borrowers who were current with their payments prior to any relief. As of March 31, 2021 and December 31, 2020, the credit card receivables in these deferral forbearance programs were approximately $115.2 million and $157.4 million, respectively. Additionally, the Company instituted 2 short-term programs with durations of three and six months, which provide concessions consisting primarily of a reduced minimum payment and an interest rate reduction, the balances of which were $41.8 million and $67.3 million as of March 31, 2021 and December 31, 2020, respectively.
As these short-term modifications were made in response to COVID-19 to borrowers who were current prior to any relief, these are not considered troubled debt restructurings under the Interagency Statement guidance on certain loan modifications and an interpretation of ASC 310-40, “Receivables—Troubled Debt Restructurings by Creditors.”
Troubled Debt Restructurings
The Company holds certain credit card receivables for which the terms have been modified. The Company’s modified credit card receivables include credit card receivables for which temporary hardship concessions have been granted and credit card receivables in permanent workout programs. These modified credit card receivables include concessions consisting primarily of a reduced minimum payment and an interest rate reduction. The temporary programs’ concessions remain in place for a period no longer than twelve months, while the permanent programs remain in place through the payoff of the credit card receivables if the credit cardholder complies with the terms of the program. Additionally, the Company instituted 2 temporary hardship programs with durations of three and six months with similar terms to our short-term forbearance programs. As of March 31, 2021 and December 31, 2020, the outstanding balance of credit card receivables in these 2 short-term temporary hardship programs treated as troubled debt restructurings totaled approximately $31.1 million and $39.9 million, respectively.
15
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Troubled debt restructuring concessions do not include the forgiveness of unpaid principal, but may involve the reversal of certain unpaid interest or fee assessments. In the case of the temporary hardship programs, at the end of the concession period, credit card receivable terms revert to standard rates. These arrangements are automatically terminated if the customer fails to make payments in accordance with the terms of the program, at which time their account reverts back to its original terms. Credit card receivables for which temporary hardship and permanent concessions were granted are each considered troubled debt restructurings and are collectively evaluated for impairment.
The Company had $460.6 million and $489.8 million, respectively, as a recorded investment in impaired credit card receivables as of March 31, 2021 and December 31, 2020, respectively, which represented approximately 3% of the Company’s total credit card receivables as of March 31, 2021 and December 31, 2020, respectively. The average recorded investment in impaired credit card receivables was $481.7 million and $314.7 million for the three months ended March 31, 2021 and 2020, respectively.
Interest income on these modified credit card receivables is accounted for in the same manner as other accruing credit card receivables. Cash collections on these modified credit card receivables are allocated according to the same payment hierarchy methodology applied to credit card receivables that are not in such programs. The Company recognized $8.8 million and $5.5 million for the three months ended March 31, 2021 and 2020, respectively, in interest income associated with modified credit card receivables during the period that such credit card receivables were impaired.
The following table provides information on credit card receivables that are considered troubled debt restructurings as described above, which entered into a modification program during the specified periods:
| | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2021 | | Three Months Ended March 31, 2020 | ||||||||||||
| | | | Pre-modification | | Post-modification | | | | Pre-modification | | Post-modification | ||||
| | Number of | | Outstanding | | Outstanding | | Number of | | Outstanding | | Outstanding | ||||
|
| Restructurings |
| Balance |
| Balance |
| Restructurings |
| Balance |
| Balance | ||||
| | (Dollars in millions) | ||||||||||||||
Troubled debt restructurings – credit card receivables | | 63,628 |
| $ | 93.2 |
| $ | 93.0 | | 75,065 |
| $ | 112.8 |
| $ | 112.7 |
The table below summarizes troubled debt restructurings that have defaulted in the specified periods where the default occurred within 12 months of their modification date:
| | | | | | | | | | |
| | Three Months Ended March 31, 2021 | | Three Months Ended March 31, 2020 | ||||||
| | Number of | | Outstanding |
| Number of | | Outstanding | ||
|
| Restructurings |
| Balance |
| Restructurings |
| Balance | ||
| | (Dollars in millions) | ||||||||
Troubled debt restructurings that subsequently defaulted – credit card receivables |
| 51,009 | | $ | 67.0 | | 31,670 | | $ | 44.0 |
16
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Credit Quality
Credit Card Receivables
The Company uses proprietary scoring models developed specifically for the purpose of monitoring the Company’s obligor credit quality for its credit card receivables. The proprietary scoring models are used as a tool in the underwriting process and for making credit decisions. The proprietary scoring models are based on historical data and require various assumptions about future performance, which the Company updates periodically. Information regarding customer performance is factored into these proprietary scoring models to determine the probability of an account becoming 91 or more days past due at any time within the next 12 months. Obligor credit quality is monitored at least monthly during the life of an account. The following table reflects the composition of the Company’s credit card receivables by obligor credit quality as of March 31, 2021 and December 31, 2020:
| | | | | | | | | | | | |
| | Amortized Cost Revolving Credit Card Receivables | | |||||||||
| | March 31, 2021 | | | December 31, 2020 | | ||||||
|
| | |
| Percentage of |
|
| | |
| Percentage of |
|
| | | | Amortized | | | | | Amortized |
| ||
Probability of an Account Becoming 91 or More Days Past | | Amortized | | Cost Basis | | | Amortized | | Cost Basis |
| ||
Due or Becoming Charged-off (within the next 12 months) |
| Cost Basis |
| Outstanding |
|
| Cost Basis |
| Outstanding |
| ||
| | (in millions, except percentages) | | |||||||||
No Score | | $ | 182.4 |
| 1.2 | % |
| $ | 204.1 |
| 1.2 | % |
27.1% and higher | |
| 1,208.3 |
| 8.0 | |
|
| 1,390.4 |
| 8.5 | |
17.1% - 27.0% | |
| 780.6 |
| 5.2 | |
|
| 848.8 |
| 5.2 | |
12.6% - 17.0% | |
| 841.1 |
| 5.6 | |
|
| 937.0 |
| 5.7 | |
3.7% - 12.5% | |
| 6,633.1 |
| 43.8 | |
|
| 7,305.5 |
| 44.6 | |
1.9% - 3.6% | |
| 2,633.0 |
| 17.4 | |
|
| 2,939.5 |
| 17.9 | |
Lower than 1.9% | |
| 2,863.5 |
| 18.8 | |
|
| 2,751.1 |
| 16.9 | |
Total | | $ | 15,142.0 |
| 100.0 | % |
| $ | 16,376.4 |
| 100.0 | % |
Note: The Company’s credit card receivables are revolving receivables as they do not have stated maturities and are exempted from certain vintage disclosures required under ASC 326.
The proprietary scoring models are based on historical data and require various assumptions about future performance, which the Company updates periodically. Obligor credit quality is monitored at least monthly during the life of an account.
Installment Loan Receivables
The amortized cost basis of the Company’s installment loan receivables totaled $131.0 million and $118.0 million as of March 31, 2021 and December 31, 2020, respectively. Approximately 86% of these loans were originated by customers with Fair Isaac Corporation (“FICO”) scores of 660 or above, and approximately 14% of these loans were originated by customers with FICO scores below 660 for each of the periods ended March 31, 2021 and December 31, 2020, respectively.
Securitized Credit Card Receivables
The Company regularly securitizes its credit card and loan receivables through its trusts. The Company continues to own and service the accounts that generate credit card and loan receivables held by the trusts. In its capacity as a servicer, each of the respective entities earns a fee from the trusts to service and administer the credit card and loan receivables, collect payments and charge-off uncollectible receivables. These fees are eliminated and therefore are not reflected in the Company’s unaudited condensed consolidated statements of income for the three months ended March 31, 2021 and 2020.
17
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
The trusts are VIEs and the assets of these consolidated VIEs include certain credit card receivables that are restricted to settle the obligations of those entities and are not expected to be available to the Company or its creditors. The liabilities of the consolidated VIEs include non-recourse secured borrowings and other liabilities for which creditors or beneficial interest holders do not have recourse to the general credit of the Company.
The tables below present quantitative information about the components of total securitized credit card receivables, delinquencies and net charge-offs:
| | | | | | |
|
| March 31, |
| December 31, | ||
|
| 2021 |
| 2020 | ||
| | (in millions) | ||||
Total credit card and loan receivables – restricted for securitization investors | | $ | 10,221.3 | | $ | 11,208.5 |
Principal amount of credit card and loan receivables – restricted for securitization investors, 91 days or more past due | | $ | 174.7 | | $ | 200.8 |
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2021 |
| 2020 | ||
| | (in millions) | ||||
Net charge-offs of securitized principal | | $ | 131.1 | | $ | 239.5 |
7. INVENTORIES, NET
Inventories, net of $146.0 million and $164.3 million at March 31, 2021 and December 31, 2020, respectively, primarily consist of finished goods to be utilized as rewards in the Company’s loyalty programs. Inventories, net are stated at the lower of cost and net realizable value and valued primarily on a first-in-first-out basis. The Company records valuation adjustments to its inventories if the cost of inventory exceeds the amount it expects to realize from the ultimate sale or disposal of the inventory. These estimates are based on management’s judgment regarding future market conditions and an analysis of historical experience.
8. OTHER INVESTMENTS
Other investments consist of marketable securities and U.S. Treasury bonds and are included in other current assets and other non-current assets in the Company’s unaudited condensed consolidated balance sheets. Marketable securities include available-for-sale debt securities, mutual funds and domestic certificate of deposit investments. The principal components of other investments, which are carried at fair value, are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2021 | | December 31, 2020 | ||||||||||||||||||||
|
| Amortized |
| Unrealized |
| Unrealized |
| | |
| Amortized |
| Unrealized |
| Unrealized |
| | | ||||||
|
| Cost |
| Gains |
| Losses |
| Fair Value |
| Cost |
| Gains |
| Losses |
| Fair Value | ||||||||
| | (in millions) | ||||||||||||||||||||||
Marketable securities | | $ | 218.2 | | $ | 5.5 | | $ | (1.7) | | $ | 222.0 | | $ | 219.0 | | $ | 6.4 | | $ | — | | $ | 225.4 |
Total | | $ | 218.2 | | $ | 5.5 | | $ | (1.7) | | $ | 222.0 | | $ | 219.0 | | $ | 6.4 | | $ | — | | $ | 225.4 |
The following table shows the unrealized losses and fair value for those investments that were in an unrealized loss position as of March 31, 2021, aggregated by investment category and the length of time that individual securities have been in a continuous loss position. Unrealized losses as of December 31, 2020 were de minimis.
| | | | | | | | | | | | | | | | | | |
| | March 31, 2021 | ||||||||||||||||
| | Less than 12 months | | 12 Months or Greater | | Total | ||||||||||||
|
| | |
| Unrealized |
| | |
| Unrealized |
| | |
| Unrealized | |||
|
| Fair Value |
| Losses |
| Fair Value |
| Losses |
| Fair Value |
| Losses | ||||||
| | (in millions) | ||||||||||||||||
Marketable securities | | $ | 41.7 | | $ | (1.7) | | $ | — | | $ | — | | $ | 41.7 | | $ | (1.7) |
Total | | $ | 41.7 | | $ | (1.7) | | $ | — | | $ | — | | $ | 41.7 | | $ | (1.7) |
18
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
The amortized cost and estimated fair value of the marketable securities at March 31, 2021 by contractual maturity are as follows:
| | | | | | |
|
| Amortized |
| Estimated | ||
|
| Cost |
| Fair Value | ||
| | (in millions) | ||||
Due in one year or less (1) | | $ | 45.7 | | $ | 45.7 |
Due after one year through five years | | | 0.7 | | | 0.7 |
Due after five years through ten years | |
| — | |
| — |
Due after ten years | |
| 171.8 | |
| 175.6 |
Total | | $ | 218.2 | | $ | 222.0 |
Market values were determined for each individual security in the investment portfolio. For available-for-sale debt securities in which fair value is less than cost, credit-related impairment, if any, is recognized through an allowance for credit losses and adjusted each period for changes in credit risk. The Company typically invests in highly-rated securities with low probabilities of default and has the intent and ability to hold the investments until maturity, and the Company performs an assessment each period for credit-related impairment. As of March 31, 2021, the Company does not consider its investments to be impaired.
There were 0 realized gains or losses from the sale of investment securities for the three months ended March 31, 2021 and 2020.
9. REDEMPTION SETTLEMENT ASSETS
Redemption settlement assets consist of restricted cash and securities available-for-sale and are designated for settling redemptions by collectors of the AIR MILES Reward Program in Canada under certain contractual relationships with sponsors of the AIR MILES Reward Program. The principal components of redemption settlement assets, which are carried at fair value, are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2021 | | December 31, 2020 | ||||||||||||||||||||
| | | Amortized | | Unrealized | | Unrealized | | | | | | Amortized | | Unrealized | | Unrealized | | |
| ||||
|
| Cost |
| Gains |
| Losses |
| Fair Value |
| Cost |
| Gains |
| Losses |
| Fair Value | ||||||||
| | (in millions) | ||||||||||||||||||||||
Restricted cash |
| $ | 71.8 |
| $ | — |
| $ | — |
| $ | 71.8 |
| $ | 55.4 |
| $ | — |
| $ | — |
| $ | 55.4 |
Mutual funds | | | 26.5 | | | — | | | — | | | 26.5 | | | 26.9 | | | — | | | — | | | 26.9 |
Corporate bonds | | | 614.9 | | | 14.6 | | | (2.1) | | | 627.4 | | | 592.3 | | | 19.1 | | | (0.2) | | | 611.2 |
Total |
| $ | 713.2 |
| $ | 14.6 |
| $ | (2.1) |
| $ | 725.7 |
| $ | 674.6 |
| $ | 19.1 |
| $ | (0.2) |
| $ | 693.5 |
The following tables show the unrealized losses and fair value for those investments that were in an unrealized loss position as of March 31, 2021 and December 31, 2020, aggregated by investment category and the length of time that individual securities have been in a continuous loss position:
| | | | | | | | | | | | | | | | | | |
| | March 31, 2021 | ||||||||||||||||
| | Less than 12 months | | 12 Months or Greater | | Total | ||||||||||||
| | | | | Unrealized | | | | | Unrealized | | | | | Unrealized | |||
|
| Fair Value |
| Losses |
| Fair Value |
| Losses |
| Fair Value |
| Losses | ||||||
| | (in millions) | ||||||||||||||||
Corporate bonds | | $ | 124.5 | | $ | (2.0) | | $ | 10.5 | | $ | (0.1) | | $ | 135.0 | | $ | (2.1) |
Total |
| $ | 124.5 |
| $ | (2.0) |
| $ | 10.5 |
| $ | (0.1) |
| $ | 135.0 |
| $ | (2.1) |
19
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
| | | | | | | | | | | | | | | | | | |
| | December 31, 2020 | ||||||||||||||||
| | Less than 12 months | | 12 Months or Greater | | Total | ||||||||||||
| | | | | Unrealized | | | | | Unrealized | | | | | Unrealized | |||
|
| Fair Value |
| Losses |
| Fair Value |
| Losses |
| Fair Value |
| Losses | ||||||
| | (in millions) | ||||||||||||||||
Corporate bonds | | $ | 46.2 | | $ | (0.1) | | $ | 10.3 | | $ | (0.1) | | $ | 56.5 |
| $ | (0.2) |
Total | | $ | 46.2 | | $ | (0.1) | | $ | 10.3 | | $ | (0.1) | | $ | 56.5 | | $ | (0.2) |
The amortized cost and estimated fair value of the securities at March 31, 2021 by contractual maturity are as follows:
| | | | | | |
|
| Amortized |
| Estimated | ||
|
| Cost |
| Fair Value | ||
| | (in millions) | ||||
Due in one year or less (1) | | $ | 139.9 | | $ | 140.6 |
Due after one year through five years | |
| 469.7 | |
| 482.2 |
Due after five year through ten years | | | 31.8 | | | 31.1 |
Total | | $ | 641.4 | | $ | 653.9 |
Market values were determined for each individual security in the investment portfolio. For available-for-sale debt securities in which fair value is less than cost, credit-related impairment, if any, is recognized through an allowance for credit losses and adjusted each period for changes in credit risk. The Company typically invests in highly-rated securities with low probabilities of default and has the intent and ability to hold the investments until maturity, and the Company performs an assessment each period for credit-related impairment. As of March 31, 2021, the Company does not consider its investments to be impaired.
There were 0 realized gains or losses from the sale of investment securities for the three months ended March 31, 2021 and 2020.
10. LEASES
The Company has operating leases for general office properties, warehouses, data centers, customer care centers, automobiles and certain equipment. As of March 31, 2021, the Company’s leases have remaining lease terms of less than 1 year to 17 years, some of which may include renewal options. For leases in which the implicit rate is not readily determinable, the Company uses its incremental borrowing rate as of the lease commencement date to determine the present value of the lease payments. The incremental borrowing rate is based on the Company’s specific rate of interest to borrow on a collateralized basis, over a similar term and in a similar economic environment as the lease.
Leases with an initial term of 12 months or less are not recognized on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Additionally, the Company accounts for lease and nonlease components as a single lease component for its identified asset classes.
The components of lease expense were as follows:
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2021 | | 2020 | ||
| | (in millions) | ||||
Operating lease cost |
| $ | 11.1 | | $ | 10.2 |
Short-term lease cost | | | 0.2 | | | 0.3 |
Variable lease cost | | | 1.6 | | | 0.2 |
Total | | $ | 12.9 | | $ | 10.7 |
20
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Other information related to leases was as follows:
| | | | | | |
| | March 31, | | March 31, | ||
|
| 2021 | | 2020 | ||
Weighted-average remaining lease term (in years): | | | | | | |
Operating leases | | | 10.7 | | | 11.3 |
Weighted-average discount rate: | | | | | | |
Operating leases | | | 5.3% | | | 5.2% |
Supplemental cash flow information related to leases was as follows:
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2021 | | 2020 | ||
| | (in millions) | ||||
Cash paid for amounts included in the measurement of lease liabilities: | ||||||
Operating cash flows from operating leases | | $ | 14.3 | | $ | 14.4 |
Right of use assets obtained in exchange for lease obligations: | ||||||
Operating leases | | $ | 1.7 | | $ | 2.6 |
Maturities of the lease liabilities as of March 31, 2021 were as follows:
| | | |
| | Operating | |
Year | | Leases | |
|
| (in millions) | |
2021 (excluding the three months ended March 31, 2021) | | $ | 27.0 |
2022 | |
| 39.9 |
2023 | |
| 37.0 |
2024 | |
| 34.7 |
2025 | |
| 33.8 |
Thereafter | |
| 206.7 |
Total undiscounted lease liabilities | | | 379.1 |
Less: Amount representing interest | | | (93.9) |
Total present value of minimum lease payments | | $ | 285.2 |
| | | |
Amounts recognized in the March 31, 2021 consolidated balance sheet: | | | |
Current operating lease liabilities | | $ | 22.7 |
Long-term operating lease liabilities | | | 262.5 |
Total | | $ | 285.2 |
due.
217
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
11. INTANGIBLE ASSETS AND GOODWILL
Intangible Assets
Intangible assets consistThe net charge-off rate is calculated by dividing net charge-offs of principal balances for the period by the average credit card and other loans for the same period. Average credit card and other loans represent the average balance of the following:loans at the beginning and end of each month in the periods indicated. The following table presents our net charge-offs for the periods specified:
| | | | | | | | | | | |
| | March 31, 2021 | | | |||||||
|
| Gross |
| Accumulated |
| | |
| | ||
|
| Assets |
| Amortization |
| Net |
| Amortization Life and Method | |||
| | (in millions) | | | |||||||
Definite-Lived Assets | | | | | | | | | | | |
Customer contracts and lists | | $ | 348.9 | | $ | (341.1) | | $ | 7.8 |
| 3 years—straight line |
Premium on purchased credit card portfolios | |
| 137.2 | | | (78.1) | |
| 59.1 |
| 3-13 years—straight line |
Collector database | |
| 55.7 | | | (55.3) | |
| 0.4 |
| 5 years—straight line |
Tradenames | |
| 33.6 | | | (29.2) | |
| 4.4 |
| 4-15 years—straight line |
Non-compete agreements | |
| 2.2 | | | (0.2) | | | 2.0 |
| 5 years—straight line |
| | $ | 577.6 | | $ | (503.9) | | $ | 73.7 | | |
Indefinite-Lived Assets | | | | | | | | | | | |
Tradename | |
| 1.2 | | | — | |
| 1.2 |
| Indefinite life |
Total intangible assets | | $ | 578.8 | | $ | (503.9) | | $ | 74.9 | | |
Table 8: Net Charge-Offs on Credit Card and Other Loans
| | | | | | | | | | | |
| | December 31, 2020 | | | |||||||
|
| Gross |
| Accumulated |
| | |
| | ||
|
| Assets |
| Amortization |
| Net |
| Amortization Life and Method | |||
| | (in millions) | | | |||||||
Definite-Lived Assets | | | | | | | | | | | |
Customer contracts and lists | | $ | 363.0 | | $ | (354.5) | | $ | 8.5 |
| 3-7 years—straight line |
Premium on purchased credit card portfolios | |
| 137.2 | | | (72.8) | |
| 64.4 |
| 3-13 years—straight line |
Collector database | |
| 55.0 | | | (54.5) | |
| 0.5 |
| 5 years—straight line |
Tradenames | |
| 35.0 | | | (30.1) | |
| 4.9 |
| 4-15 years—straight line |
Non-compete agreements | |
| 2.2 | | | — | | | 2.2 |
| 5 years—straight line |
| | $ | 592.4 | | $ | (511.9) | | $ | 80.5 | | |
Indefinite-Lived Assets | | | | | | | | | | | |
Tradename | |
| 1.2 | |
| — | |
| 1.2 |
| Indefinite life |
Total intangible assets | | $ | 593.6 | | $ | (511.9) | | $ | 81.7 | | |
| | | | | | | |
| | Three Months Ended March 31, | | ||||
|
| 2022 |
| 2021 |
| ||
| | (in millions, except percentages) | | ||||
Average credit card and other loans | | $ | 16,650 | | $ | 15,785 | |
Net charge-offs of principal balances | |
| 199 | |
| 198 | |
Net charge-offs as a percentage of average credit card and other loans | |
| 4.8 | % |
| 5.0 | % |
The estimated amortization expense related to intangible assets for the next five years and thereafter is as follows:CONSOLIDATED LIQUIDITY AND CAPITAL RESOURCES
| | | |
|
| For the Years Ending | |
|
| December 31, | |
| | (in millions) | |
2021 (excluding the three months ended March 31, 2021) | | $ | 19.2 |
2022 | |
| 21.0 |
2023 | |
| 16.1 |
2024 | |
| 11.2 |
2025 | |
| 2.4 |
Thereafter | |
| 3.8 |
We maintain a strong focus on liquidity and capital. Our funding, liquidity and capital policies are designed to ensure that our business has the liquidity and capital resources necessary to support our daily operations, our business growth, our credit ratings, and meet our regulatory and policy requirements (including capital and leverage ratio requirements applicable to Comenity Bank and Comenity Capital Bank (collectively referred to herein as the Banks) under Federal Deposit Insurance Corporation (FDIC) regulations) in a cost effective and prudent manner through expected and unexpected market environments.
Our primary sources of liquidity include cash generated from operating activities, our credit agreement and issuances of debt securities, our securitization programs and deposits issued by the Banks, in addition to our ongoing efforts to renew and expand our various sources of liquidity.
Our primary uses of liquidity are for ongoing and varied lending operations, scheduled payments of principal and interest on our debt, capital expenditures, including digital and product innovation and technology enhancements, and dividends.
Because of the alternatives available to us as discussed above, we believe our short-term and long-term sources of liquidity are adequate to fund not only our current operations, but also our near-term and long-term funding requirements including dividend payments, debt service obligations and repayment of debt maturities and other amounts that may ultimately be paid in connection with contingencies. However, the adequacy of our liquidity could be impacted by volatility in the financial and capital markets, limiting our access to, or increasing our cost of capital, which could make capital unavailable on terms acceptable to us or at all.
Funding Sources
Credit Agreement
As of March 31, 2022, we had $633 million aggregate principal amount of term loans outstanding under our credit agreement, as amended, and a $750 million revolving line of credit under which we had no amounts drawn.
The credit agreement includes various restrictive financial and non-financial covenants. If we do not comply with these covenants, the maturity of amounts outstanding under the credit agreement may be accelerated and become payable, and the commitments may be terminated. As of March 31, 2022, we were in compliance with all financial covenants under the credit agreement.
Deposits
We utilize a variety of deposit products to finance our operating activities, including as funding for our non-securitized credit card and other loans, and to fund securitization enhancement requirements of the Banks. We offer both direct-to-consumer retail deposit products as well as deposits sourced through contractual arrangements with various financial counterparties (often referred to as wholesale deposits). Across both our retail and wholesale deposits, the Banks offer various non-maturity deposit products that are generally redeemable on demand by the customer and, as such, have no
228
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Goodwill
The changesscheduled maturity date; the Banks also issue certificates of deposit with scheduled maturity dates ranging between April 2022 and March 2027, in the carrying amountdenominations of goodwill are as follows:at least $1,000, on which interest is paid either monthly or at maturity.
| | | | | | | | | | |
| | | | | | | | |
| |
|
| LoyaltyOne |
| Card Services |
| Total |
| |||
| | (in millions) |
| |||||||
Balance at January 1, 2021 | | $ | 736.0 | | $ | 633.6 | | $ | 1,369.6 | |
Effects of foreign currency translation | |
| (18.5) | |
| — | |
| (18.5) | |
Balance at March 31, 2021 | | $ | 717.5 | | $ | 633.6 | | $ | 1,351.1 | |
The Company tests goodwill for impairment annually, or when eventsfollowing table summarizes our retail and circumstances change that would indicate the carrying value may not be recoverable. Aswholesale deposit products by type and associated attributes, as of March 31, 2022 and December 31, 2021, the Company does not believe it is more likely than not that the fair value of any reporting unit is less than its carrying amount. No further testing of goodwill impairments will be performed until July 1, 2021, unless events occur or circumstances indicate an impairment is probable.
12. DEBTrespectively:
Debt consists of the following:Table 9: Deposits
| | | | | | |
| | | | | | |
| | March 31, | | December 31, | ||
|
| 2022 |
| 2021 | ||
| | (in millions, except percentages) | ||||
Deposits: | | | | | | |
Direct-to-consumer | | $ | 3,561 | | $ | 3,180 |
Wholesale | | | 7,059 | | | 7,847 |
| | | | | | |
Non-maturity deposit products: | | | | | | |
Non-maturity deposits | | $ | 5,910 | | $ | 5,586 |
Interest rate range | | 0.05% to 3.50% | | 0.05% to 3.50% | ||
Weighted-average interest rate | | | 0.76% | | | 0.68% |
| | | | | | |
Certificates of deposit: | | | | | | |
Certificates of deposit | | $ | 4,710 | | $ | 5,441 |
Interest rate range | | 0.20% to 3.75% | | 0.20% to 3.75% | ||
Weighted-average interest rate | | | 2.11% | | | 1.91% |
Securitization Programs and Conduit Facilities
| | | | | | | | | | |
|
| March 31, |
| December 31, |
| |
| | ||
Description |
| 2021 |
| 2020 |
| Maturity |
| Interest Rate | ||
| | (Dollars in millions) | | | | | ||||
Long-term and other debt: | | | | | | | | | | |
2017 revolving line of credit | | $ | 0 | | $ | — |
| December 2022 |
| (1) |
2017 term loans | |
| 1,459.0 | |
| 1,484.3 |
| December 2022 |
| (2) |
BrandLoyalty credit agreement | |
| 0 | |
| — |
| April 2024 |
| (3) |
Senior notes due 2024 | | | 850.0 | | | 850.0 | | December 2024 | | 4.750% |
Senior notes due 2026 | | | 500.0 | | | 500.0 | | January 2026 | | 7.000% |
Total long-term and other debt | |
| 2,809.0 | |
| 2,834.3 | | | | |
Less: Unamortized debt issuance costs | | | 26.1 | | | 28.6 | | | | |
Less: Current portion | |
| 101.4 | |
| 101.4 | | | | |
Long-term portion | | $ | 2,681.5 | | $ | 2,704.3 | | | | |
| | | | | | | | | | |
Deposits: | | | | | | | | | | |
Certificates of deposit | | $ | 5,732.7 | | $ | 6,014.9 |
| Various – Apr 2021 to Mar 2026 |
| 0.15% to 3.75% |
Money market deposits | |
| 4,234.6 | |
| 3,790.2 |
| Non-maturity |
| (4) |
Total deposits | |
| 9,967.3 | |
| 9,805.1 | | | | |
Less: Unamortized debt issuance costs | | | 10.4 | | | 12.5 | | | | |
Less: Current portion | |
| 6,787.4 | |
| 6,553.9 | | | | |
Long-term portion | | $ | 3,169.5 | | $ | 3,238.7 | | | | |
| | | | | | | | | | |
Non-recourse borrowings of consolidated securitization entities: | | | | | | | | | | |
Fixed rate asset-backed term note securities | | $ | 2,898.9 | | $ | 3,423.8 |
| Various – Jun 2021 to Sep 2022 |
| 2.03% to 3.95% |
Conduit asset-backed securities | |
| 900.0 | |
| 2,205.1 |
| Various – Apr 2022 to Oct 2022 |
| (5) |
Secured loan facility | | | 52.2 | | | 86.3 | | November 2022 | | (6) |
Total non-recourse borrowings of consolidated securitization entities | |
| 3,851.1 | |
| 5,715.2 | | | | |
Less: Unamortized debt issuance costs | | | 5.3 | | | 5.3 | | | | |
Less: Current portion | |
| 1,862.6 | |
| 1,850.7 | | | | |
Long-term portion | | $ | 1,983.2 | | $ | 3,859.2 | | | | |
23We sell the majority of the credit card loans originated by the Banks to certain of our master trusts (the Trusts). These securitization programs are a principal vehicle through which we finance the Banks’ credit card loans. We use a combination of public term asset-backed notes and private conduit facilities for this purpose. During the three months ended March 31, 2022, $563 million of asset-backed term notes matured and were repaid, of which $25 million were previously retained by us and therefore eliminated from the Consolidated Balance Sheets.
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
At March 31, 2021, the Company was in compliance with its financial covenants.
Long-term and Other Debt
Credit Agreement
As of March 31, 2021, the Company had $1,459.0 million in term loans outstanding with $750.0 million total availability under the revolving line of credit.
BrandLoyalty Credit Agreement
In the first quarter of 2021, BrandLoyalty and certain of its subsidiaries, as borrowers and guarantors, amended its credit agreement to extend the maturity date by one year from April 3, 2023 to April 3, 2024.
As of March 31, 2021, there were 0 amounts outstanding under the BrandLoyalty Credit Agreement.
Non-Recourse Borrowings of Consolidated Securitization Entities
Asset-Backed Term Notes
In February 2021, $591.5 million of Series 2018-A asset-backed term notes, $66.5 million of which were retained by the Company and eliminated from the Company’s unaudited condensed consolidated balance sheets, matured and were repaid.
As of March 31, 2021, the Company collected $294.4 million of principal payments made by its credit cardholders during the accumulation period for the repayment of the Series 2016-A notes, which mature June 15, 2021. The cash is restricted to the securitization investors and is reflected in other current assets in the Company’s unaudited condensed consolidated balance sheet as of March 31, 2021.
Conduit Facilities
The Company has access to committed undrawn capacity through 3 conduit facilities to support the funding of its credit card receivables for certain of its trusts.
As of March 31, 2021,2022, total capacity under the conduit facilitiesour Conduit Facilities was $3.2$4.5 billion, of which $900.0 million$3.8 billion had been drawn and was included in non-recourse borrowings ofDebt issued by consolidated securitizationvariable interest entities (VIEs) in the unaudited condensed consolidated balance sheets.Consolidated Balance Sheet. In April 2022, the World Financial Network Credit Card Master Trust III amended its 2009-VFC conduit facility, increasing the capacity from $225 million to $275 million and extending the maturity to July 2023. In addition, in April 2022, the World Financial Capital Master Note Trust amended its 2009-VFN conduit facility, increasing the capacity from $1.5 billion to $2.5 billion and extending the maturity to July 2023.
13. DERIVATIVE INSTRUMENTS
The Company uses derivatives to manage risks associated with certain assets and liabilities arising from the potential adverse impact of fluctuations in foreign currency exchange rates. Certain derivatives used to manage the Company’s exposure to foreign currency exchange rate movements are not designated as hedges and do not qualify for hedge accounting. The fair value of the Company’s derivative instruments asAs of March 31, 2021 was $0.8 million included in other current assets and $1.2 million included in other current liabilities2022, we had approximately $10.8 billion of securitized credit card loans. Securitizations require credit enhancements in the Company’s unaudited condensed consolidated balance sheets.form of cash, spread deposits, additional loans and subordinated classes. The fair valuecredit enhancement is principally based on the outstanding balances of the Company’s derivative instruments asseries issued by the Trusts and by the performance of December 31, 2020 was $0.4the credit card loans in the Trusts.
249
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
The following table shows the maturities of borrowing commitments as of March 31, 2022, for the Trusts by year:
million included in other current assets and $1.5 million included in other current liabilities
Table 10: Borrowing Commitment Maturities
| | | | | | | | | | | | |
|
| 2022 |
| 2023 |
| Thereafter |
| Total | ||||
| | (in millions) | ||||||||||
Fixed rate asset-backed term note securities | | $ | 1,035 | | $ | — | | $ | — | | $ | 1,035 |
Conduit facilities (1) | |
| 1,725 | |
| 2,750 | |
| — | |
| 4,475 |
Total (2) | | $ | 2,760 | | $ | 2,750 | | $ | — | | $ | 5,510 |
(1) | Amount represents borrowing capacity, not outstanding borrowings. |
(2) | Total amounts do not include $1.4 billion of debt issued by the Trusts, which was retained by us as a credit enhancement and therefore has been eliminated from the Total. |
Early amortization events as defined within each asset-backed securitization transaction are generally driven by asset performance. We do not believe it is reasonably likely that an early amortization event will occur due to asset performance. However, if an early amortization event were declared for a Trust, the trustee of that particular trust would retain the interest in the Company’s unaudited condensed consolidated balance sheets.loans along with the excess spread that would otherwise be paid to our Bank subsidiary until the investors were fully repaid. The occurrence of an early amortization event would significantly limit or negate our ability to securitize additional credit card loans.
14. COMMITMENTS AND CONTINGENCIESWe have secured and continue to secure the necessary commitments to fund our credit card and other loans. However, certain of these commitments are short-term in nature and subject to renewal. There is no guarantee that these funding sources, when they mature, will be renewed on similar terms, or at all, as they are dependent on the availability of the asset-backed securitization and deposit markets at the time.
Regulatory Matters
On September 10, 2019, Comenity Capital Bank submitted a bank merger application toRegulation RR (Credit Risk Retention) adopted by the FDIC, the SEC, the Federal Deposit Insurance Corporation (“FDIC”) seekingReserve and certain other federal regulators mandates a minimum five percent risk retention requirement for securitizations. Such risk retention requirements may limit our liquidity by restricting the FDIC’s approvalamount of asset-backed securities we are able to merge Comenity Bankissue or affecting the timing of future issuances of asset-backed securities. We satisfy such risk retention requirements by maintaining a seller’s interest calculated in accordance with and into Comenity Capital Bank as the surviving bank entity. On the same date, Comenity Capital Bank and Comenity Bank each submitted counterpart bank merger applications to the Utah Department of Financial Institutions and the Delaware Office of the State Bank Commissioner, respectively, in connection with the proposed merger. On April 20, 2021, Comenity Capital Bank withdrew its bank merger application with the FDIC. On May 3, 2021, each of Comenity Capital Bank and Comenity Bank similarly withdrew their counterpart bank merger applications in Utah and Delaware, respectively.Regulation RR.
Indemnification
Stock Repurchase Programs
On July 1, 2019, the Company completed the saleFebruary 28, 2022, our Board of its Epsilon segmentDirectors approved a stock repurchase program to Publicis Groupe S.A. (“Publicis”). Under the termsacquire up to 200,000 shares of the agreement governing that transaction, the Company agreed to indemnify Publicis and its affiliates from and against any losses arising out of or related to a United States Department of Justice (“DOJ”) investigation. The DOJ investigation related to third-party marketers who sent, or allegedly sent, deceptive mailings and the provision of data and services to those marketers by Epsilon’s data practice. Epsilon actively cooperated with the DOJ in connection with the investigation. On January 19, 2021, Epsilon entered into a deferred prosecution agreement (“DPA”) with the DOJ to resolve the matters that were the subject of the investigation. Pursuant to the DPA, Epsilon agreed, among other things, to pay penalties and consumer compensationour outstanding common stock in the aggregate amount of $150.0 million, to be paid in 2 equal installments,open market during the first in January 2021 and the second in January 2022. In accordance with ASC 450, “Contingencies,” the Company records a loss contingency when a loss is probable and an amount can be reasonably estimated, and therefore as of December 31, 2020, a $150.0 million liability was recorded. The Company paid $75.0 million to Publicis pursuant to its contractual indemnification obligation in January 2021.one-year period ending on February 28, 2023. As of March 31, 2021,2022, we had repurchased 200,000 shares of our common stock under this program for $12 million. Following their repurchase, these 200,000 shares ceased to be outstanding shares of common stock and are now treated as authorized but unissued shares of common stock. As of March 31, 2022, we had no shares remaining for repurchase under the Company has $75.0 million included in accrued expenses in its unaudited condensed consolidated balance sheets.
15. STOCKHOLDERS’ EQUITYapproved repurchase program.
Stock Compensation Expense
DuringDividends
For the three months ended March 31, 2021, the Company awarded 611,312 service-based restricted stock units with a weighted average grant date fair value2022, we declared cash dividends of $0.21 per share for a total of $86.89 as determined on the date of grant. Service-based restricted stock units typically vest ratably over three years provided that the participant is employed by the Company on each such vesting date.
During the three months ended March 31, 2021, the Company awarded 95,762 performance-based restricted stock units with pre-defined vesting criteria that permit a range from 0% to 170% to be earned, subject to a market-based condition. The fair market value of these awards is $92.62$10 million, and was estimated utilizing Monte Carlo simulations of the Company’s stock price correlation, expected volatilitypaid cash dividends and risk-free rate over a three-year time horizon matching the performance period. If the performance targets are met, the restrictions will lapse with respect to the entire award on February 16, 2024, provided that the participant is employed by the Company on the vesting date.
25
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Stock-based compensation expense recognized in the Company’s unaudited condensed consolidated statements of income for the three months ended March 31, 2021 and 2020 is as follows:dividend equivalents totaling $10 million.
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2021 |
| 2020 | ||
| | (in millions) | ||||
Cost of operations | | $ | 4.0 | | $ | 2.7 |
General and administrative | |
| 2.8 | |
| 2.0 |
Total | | $ | 6.8 | | $ | 4.7 |
Dividends
On JanuaryApril 28, 2021, the Company’s board2022, our Board of directorsDirectors declared a quarterly cash dividend of $0.21 per share on the Company’s common stock to stockholders of record at the close of business on February 12, 2021, resulting in a dividend payment of $10.4 million on March 18, 2021. Additionally, the Company paid $0.3 million in cash related to dividend equivalent rights for the three months ended March 31, 2021.
On April 29, 2021, the Company’s board of directors declared a quarterly cash dividend of $0.21 per share on the Company’sour common stock, payable on June 18, 202117, 2022, to stockholders of record at the close of business on May 14, 2021.
16. ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in each component of accumulated other comprehensive loss, net of tax effects, are as follows:13, 2022.
| | | | | | | | | | | | | | | |
| | Net | | Net Unrealized | | Net Unrealized | | Foreign | | Accumulated | |||||
| | Unrealized | | Gains (Losses) | | Gains (Losses) | | Currency | | Other | |||||
|
| Gains (Losses) |
| on Cash |
| on Net |
| Translation |
| Comprehensive | |||||
Three Months Ended March 31, 2021 |
| on Securities |
| Flow Hedges |
| Investment Hedge |
| Adjustments (1) |
| Loss | |||||
|
| (in millions) | |||||||||||||
Balance at December 31, 2020 |
| $ | 23.2 |
| $ | (0.7) |
| $ | (7.5) |
| $ | (20.0) |
| $ | (5.0) |
Changes in other comprehensive income (loss) | | | (8.3) | | | 0.9 | | | — | | | (29.9) | | | (37.3) |
Balance at March 31, 2021 |
| $ | 14.9 |
| $ | 0.2 |
| $ | (7.5) |
| $ | (49.9) |
| $ | (42.3) |
Contractual Obligations
| | | | | | | | | | | | | | | |
| | Net | | Net Unrealized | | Net Unrealized | | Foreign | | Accumulated | |||||
| | Unrealized | | Gains (Losses) | | Gains (Losses) | | Currency | | Other | |||||
|
| Gains (Losses) |
| on Cash |
| on Net |
| Translation |
| Comprehensive | |||||
Three Months Ended March 31, 2020 |
| on Securities |
| Flow Hedges |
| Investment Hedge |
| Adjustments (1) |
| Loss | |||||
|
| (in millions) | |||||||||||||
Balance at December 31, 2019 |
| $ | 2.5 |
| $ | (0.1) |
| $ | (7.5) |
| $ | (94.8) |
| $ | (99.9) |
Changes in other comprehensive income (loss) | | | 1.6 | | | 0.3 | | | — | | | (23.9) | | | (22.0) |
Recognition resulting from the sale of Precima's foreign subsidiaries | | | — | | | — | | | — | | | 3.8 | | | 3.8 |
Balance at March 31, 2020 |
| $ | 4.1 |
| $ | 0.2 |
| $ | (7.5) |
| $ | (114.9) |
| $ | (118.1) |
In accordance with ASC 830, “Foreign Currency Matters,” upon the salenormal course of Precima on January 10, 2020, $3.8 millionbusiness, we enter into various contractual obligations that may require future cash payments, the vast majority of accumulated foreign currency translation adjustments attributablewhich relate to Precima’s foreign subsidiaries sold were reclassified from accumulateddeposits, debt issued by consolidated VIEs, long-term and other comprehensive lossdebt, and included in the calculation of the gain on sale of Precima. Other reclassifications from accumulated other comprehensive loss into net income for each of the periods presented were not material.operating leases.
We believe that we will have access to sufficient resources to meet these commitments.
2610
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
17. FINANCIAL INSTRUMENTS
Cash Flows
In accordance with ASC 825, “Financial Instruments,” the Company is required to disclose the fair value of financial instruments for which it is practical to estimate fair value. To obtain fair values, observable market prices are used if available. In some instances, observable market prices are not readily available and fair value is determined using present value or other techniques appropriate for a particular financial instrument. These techniques involve judgment and as a result are not necessarily indicative of the amounts the Company would realize in a current market exchange. The use of different assumptions or estimation techniques may have a material effect on the estimated fair value amounts.
Fair Value of Financial Instruments — The estimated fair values of the Company’s financial instruments are as follows:
| | | | | | | | | | | | |
| | March 31, 2021 | | December 31, 2020 | ||||||||
| | Carrying | | Fair | | Carrying | | Fair | ||||
|
| Amount |
| Value |
| Amount |
| Value | ||||
| | (in millions) | ||||||||||
Financial assets | | | | | | | | | | | | |
Credit card and loan receivables, net | | $ | 13,693.3 | | $ | 15,977.1 | | $ | 14,776.4 | | $ | 17,301.2 |
Redemption settlement assets, restricted | |
| 725.7 | |
| 725.7 | |
| 693.5 | |
| 693.5 |
Other investments | |
| 222.0 | |
| 222.0 | |
| 225.4 | |
| 225.4 |
Derivative instruments | |
| 0.8 | |
| 0.8 | |
| 0.4 | |
| 0.4 |
Financial liabilities | | | | | | | | | | | | |
Derivative instruments | | | 1.2 | | | 1.2 | | | 1.5 | | | 1.5 |
Deposits | |
| 9,956.9 | |
| 10,146.1 | |
| 9,792.6 | |
| 10,015.9 |
Non-recourse borrowings of consolidated securitization entities | |
| 3,845.8 | |
| 3,903.1 | |
| 5,709.9 | |
| 5,783.4 |
Long-term and other debt | |
| 2,782.9 | |
| 2,870.4 | |
| 2,805.7 | |
| 2,875.1 |
The following techniques and assumptions were used by the Company in estimating fair values of financial instruments as disclosed herein:
Credit card and loan receivables, net — The Company utilizes a discountedtable below summarizes our cash flow model using unobservable inputs, including estimated yields (interest and fee income), loss rates, payment rates and discount rates to estimate the fair value measurementactivity, followed by a discussion of the credit cardvariance drivers impacting our operating, investing and loan receivables.
Redemption settlement assets, restricted — Redemption settlement assets, restricted are recorded at fair value based on quoted market prices for the same or similar securities.
Other investments — Other investments consist of marketable securities and are included in other current assets and other non-current assets in the unaudited condensed consolidated balance sheets. Other investments are recorded at fair value based on quoted market prices for the same or similar securities.
Deposits — For money market deposits, carrying value approximates fair value due to the liquid nature of these deposits. For certificates of deposit, the fair value is estimated based on the current observable market rates available to the Company for similar deposits with similar remaining maturities.
Non-recourse borrowings of consolidated securitization entities — The fair value is estimated based on the current observable market rates available to the Company for similar debt instruments with similar remaining maturities or quoted market prices for the same transaction.
Long-term and other debt — The fair value is estimated based on the current observable market rates available to the Company for similar debt instruments with similar remaining maturities or quoted market prices for the same transaction.
Derivative instruments — The Company’s foreign currency cash flow hedges and foreign currency exchange forward contracts are recorded at fair value based on a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflected the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs.
27
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Financial Assets and Financial Liabilities Fair Value Hierarchy
ASC 820, “Fair Value Measurement,” establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:
Financial instruments are considered Level 3 when their values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 financial instruments also include those for which the determination of fair value requires significant management judgment or estimation. The use of different techniques to determine fair value of these financial instruments could result in different estimates of fair value at the reporting date.
The following tables provide information for the assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2021 and December 31, 2020:
| | | | | | | | | | | | |
| | | | | Fair Value Measurements at | |||||||
| | | | | March 31, 2021 Using | |||||||
|
| Balance at |
| | |
| | |
| | | |
| | March 31, | | | | | | | | | | |
|
| 2021 |
| Level 1 |
| Level 2 |
| Level 3 | ||||
| | (in millions) | ||||||||||
Mutual funds (1) | | $ | 26.5 | | $ | 26.5 | | $ | — | | $ | — |
Corporate bonds (1) | | | 627.4 | | | — | | | 627.4 | | | — |
Marketable securities (2) | | | 222.0 | | | 33.8 | | | 188.2 | | | — |
Derivative instruments (3) | | | 0.8 | | | — | | | 0.8 | | | — |
Total assets measured at fair value | | $ | 876.7 | | $ | 60.3 | | $ | 816.4 | | $ | — |
| | | | | | | | | | | | |
Derivative instruments (3) | | $ | 1.2 | | $ | — | | $ | 1.2 | | $ | — |
Total liabilities measured at fair value | | $ | 1.2 | | $ | — | | $ | 1.2 | | $ | — |
| | | | | | | | | | | | |
| | | | | Fair Value Measurements at | |||||||
| | | | | December 31, 2020 Using | |||||||
|
| Balance at |
| | |
| | |
| | | |
| | December 31, | | | | | | | | | | |
|
| 2020 |
| Level 1 |
| Level 2 |
| Level 3 | ||||
| | (in millions) | ||||||||||
Mutual funds (1) | | $ | 26.9 | | $ | 26.9 | | $ | — | | $ | — |
Corporate bonds (1) | | | 611.2 | | | — | | | 611.2 | | | — |
Marketable securities (2) | | | 225.4 | | | 34.2 | | | 191.2 | | | — |
Derivative instruments (3) | | | 0.4 | | | — | | | 0.4 | | | — |
Total assets measured at fair value | | $ | 863.9 | | $ | 61.1 | | $ | 802.8 | | $ | — |
| | | | | | | | | | | | |
Derivative instruments (3) | | $ | 1.5 | | $ | — | | $ | 1.5 | | $ | — |
Total liabilities measured at fair value | | $ | 1.5 | | $ | — | | $ | 1.5 | | $ | — |
28
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Financial Instruments Disclosed but Not Carried at Fair Value
The following tables provide assets and liabilities disclosed but not carried at fair value as of March 31, 2021 and December 31, 2020:
| | | | | | | | | | | | |
| | Fair Value Measurements at | ||||||||||
| | March 31, 2021 | ||||||||||
|
| Total |
| Level 1 |
| Level 2 |
| Level 3 | ||||
| | (in millions) | ||||||||||
Financial assets: | | | | | | | | | | | | |
Credit card and loan receivables, net | | $ | 15,977.1 | | $ | — | | $ | — | | $ | 15,977.1 |
Total | | $ | 15,977.1 | | $ | — | | $ | — | | $ | 15,977.1 |
| | | | | | | | | | | | |
Financial liabilities: | | | | | | | | | | | | |
Deposits | | $ | 10,146.1 | | $ | — | | $ | 10,146.1 | | $ | — |
Non-recourse borrowings of consolidated securitization entities | |
| 3,903.1 | |
| — | |
| 3,903.1 | |
| — |
Long-term and other debt | |
| 2,870.4 | |
| — | |
| 2,870.4 | |
| — |
Total | | $ | 16,919.6 | | $ | — | | $ | 16,919.6 | | $ | — |
| | | | | | | | | | | | |
| | Fair Value Measurements at | ||||||||||
| | December 31, 2020 | ||||||||||
|
| Total |
| Level 1 |
| Level 2 |
| Level 3 | ||||
| | (in millions) | ||||||||||
Financial assets: | | | | | | | | | | | | |
Credit card and loan receivables, net | | $ | 17,301.2 | | $ | — | | $ | — | | $ | 17,301.2 |
Total | | $ | 17,301.2 | | $ | — | | $ | — | | $ | 17,301.2 |
| | | | | | | | | | | | |
Financial liabilities: | | | | | | | | | | | | |
Deposits | | $ | 10,015.9 | | $ | — | | $ | 10,015.9 | | $ | — |
Non-recourse borrowings of consolidated securitization entities | |
| 5,783.4 | |
| — | |
| 5,783.4 | |
| — |
Long-term and other debt | |
| 2,875.1 | |
| — | |
| 2,875.1 | |
| — |
Total | | $ | 18,674.4 | | $ | — | | $ | 18,674.4 | | $ | — |
18. INCOME TAXES
For the three months ended March 31, 2021 and 2020, the Company utilized an effective tax rate of 27.4% and (18.1)%, respectively, to calculate its provision for income taxes. The negative effective tax rate in the first quarter of 2020 was primarily related to a discrete tax benefit and reduction of tax reserves following a favorable settlement with a state tax authority.
19. SEGMENT INFORMATION
Operating segments are defined by ASC 280, “Segment Reporting,” as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The operating segments are reviewed separately because each operating segment represents a strategic business unit that generally offers different products and services.
The Company operates in the LoyaltyOne and Card Services reportable segments, which consist of the following:
29
ALLIANCE DATA SYSTEMS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Corporate and other consists of corporate overhead not allocated to either of the Company’s segments.
Effective with the first quarter of 2021, the Company changed its measure of segment operating profit from adjusted EBITDA and adjusted EBITDA, net to income before income taxes, as income before income taxes is now the primary performance metric utilized by the chief operating decision maker to allocate resources and assess performance of the segments. Income taxes are not allocated to the segments in the computation of segment operating profit for internal evaluation purposes. Segment operating resultsfinancing activities, for the three months ended March 31, 2020 have been presented to align2022 compared with the current year presentation. This change had no impact on previously reported financial information.three months ended March 31, 2021.
| | | | | | | | | | | | |
| | | | | | | Corporate/ | | | | ||
Three Months Ended March 31, 2021 |
| LoyaltyOne |
| Card Services |
| Other |
| Total | ||||
| | (in millions) | ||||||||||
Revenues | | $ | 176.6 | | $ | 908.3 | | $ | — | | $ | 1,084.9 |
Other operating expenses | | | 135.9 | | | 361.5 | | | 17.0 | | | 514.4 |
Provision for loan loss | | | — | | | 33.4 | | | — | | | 33.4 |
Depreciation and amortization | |
| 9.0 | |
| 24.4 | |
| 0.6 | |
| 34.0 |
Operating income (loss) | |
| 31.7 | |
| 489.0 | |
| (17.6) | |
| 503.1 |
Interest expense, net | | | — | | | 79.1 | | | 29.6 | | | 108.7 |
Income (loss) before income taxes | | $ | 31.7 | | $ | 409.9 | | $ | (47.2) | | $ | 394.4 |
Table 11: Cash Flows
| | | | | | | | | | | | |
| | | | | | | Corporate/ | | | | ||
Three Months Ended March 31, 2020 |
| LoyaltyOne |
| Card Services |
| Other |
| Total | ||||
| | (in millions) | ||||||||||
Revenues | | $ | 198.1 | | $ | 1,183.6 | | $ | 0.1 | | $ | 1,381.8 |
Other operating expenses | | | 133.5 | | | 365.7 | | | 23.9 | | | 523.1 |
Provision for loan loss | | | — | | | 655.9 | | | — | | | 655.9 |
Depreciation and amortization | |
| 18.2 | | | 19.7 | | | 0.9 | | | 38.8 |
Operating income (loss) | |
| 46.4 | |
| 142.3 | |
| (24.7) | |
| 164.0 |
Interest expense, net | |
| (0.3) | | | 110.2 | | | 28.7 | | | 138.6 |
Income (loss) before income taxes | | $ | 46.7 | | $ | 32.1 | | $ | (53.4) | | $ | 25.4 |
| | | | | | |
| | Three Months Ended March 31, | ||||
|
| 2022 |
| 2021 | ||
| | (in millions) | ||||
Total cash provided by (used in): | | | | | | |
Operating activities | | $ | 497 | | $ | 517 |
Investing activities | |
| 310 | |
| 1,009 |
Financing activities | |
| (1,096) | |
| (1,741) |
Effect of foreign currency exchange rates | |
| — | |
| (1) |
Net (decrease) in cash, cash equivalents and restricted cash | | $ | (289) | | $ | (216) |
Cash Flows from Operating Activities primarily include net income adjusted for (i) non-cash items included in net income, such as provision for credit losses, depreciation and amortization, deferred taxes and other non-cash items, and (ii) changes in the balances of operating assets and liabilities, which can fluctuate in the normal course of business due to the amount and timing of payments. We generated cash flows from operating activities of $497 million and $517 million for the three months ended March 31, 2022 and 2021, respectively. In the first quarter of 2022, the net cash provided by operating activities was primarily driven by cash generated from net income for the period, and increases in accounts payable and other liabilities. In the first quarter of 2021, the net cash provided by operating activities was also driven by cash generated from net income for the period, as well as favorable changes in working capital.
20. SUPPLEMENTAL CASH FLOW INFORMATION
The following table provides a reconciliationCash Flows from Investing Activities primarily include changes in credit card and other loans. Cash provided by investing activities was $310 million and $1,009 million for the three months ended March 31, 2022 and 2021, respectively. In the first quarter of 2022, the net cash provided by investing activities was primarily due to seasonal paydowns of credit card and other loans. In the first quarter of 2021, the net cash equivalentsprovided by investing activities was also due to the total of the amounts reportedseasonal paydowns coupled with an increase in the unaudited condensed consolidated statements of cash flows:payment rates that benefitted from government economic stimulus programs.
| | | | | | |
|
| March 31, | | March 31, | ||
| | 2021 | | 2020 | ||
| | (in millions) | ||||
Cash and cash equivalents | | $ | 2,858.6 | | $ | 4,456.8 |
Restricted cash included within other current assets (1) | | | 316.5 | | | 253.2 |
Restricted cash included within redemption settlement assets, restricted (2) | | | 71.8 | | | 55.9 |
Total cash, cash equivalents and restricted cash | | $ | 3,246.9 | | $ | 4,765.9 |
Cash Flows from Financing Activities primarily include changes in deposits and long-term debt. Cash used in financing activities was $1,096 million and $1,741 million for the three months ended March 31, 2022 and 2021, respectively. In the first quarter of 2022, the net cash used in financing activities was primarily driven by net repayments of asset-backed term notes and debt issued by consolidated VIEs (securitizations) and lower deposits. In the first quarter of 2021, the net cash used in financing activities was also driven by net repayments of asset-backed term notes (securitizations) offset by net increases in deposits.
INFLATION AND SEASONALITY
Although we cannot precisely determine the impact of inflation on our operations, we do not believe, at this time, that we have been significantly affected by inflation to date. For the most part, we have relied on operating efficiencies from scale, technology and expansion in lower cost jurisdictions in select circumstances, as well as decreases in technology and communication costs, to offset increased costs of employee compensation and other operating expenses. We also recognize that a customer’s ability and willingness to repay us can be negatively impacted by factors such as inflation, which may result in greater delinquencies that lead to greater credit losses. See Item 1A “Risk Factors” in our 2021 Form 10-K for further information on the risks of inflation on our Company.
With respect to seasonality, our revenues, earnings and cash flows are affected by increased consumer spending patterns leading up to and including the holiday shopping period in the fourth quarter and, to a lesser extent, during the first quarter as credit card and other loans are paid down.
3011
CautionLEGISLATIVE AND REGULATORY MATTERS
Comenity Bank is subject to various regulatory capital requirements administered by the State of Delaware and the FDIC. Comenity Capital Bank is also subject to various regulatory capital requirements administered by the FDIC, as well as the State of Utah. Failure to meet minimum capital requirements can trigger certain mandatory and possibly additional discretionary actions by our regulators. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, both Banks must meet specific capital guidelines that involve quantitative measures of their assets and liabilities as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by these regulators about components, risk weightings and other factors. Both Banks are limited in the amounts they can pay as dividends to the Parent Company. For additional information about legislative and regulatory matters impacting us see “Business–Supervision and Regulation” under Part I of our 2021 Form 10-K.
Quantitative measures established by regulations to ensure capital adequacy require the Banks to maintain minimum amounts and ratios of Tier 1 capital to average assets, and Common equity Tier 1, Tier 1 capital and Total capital, all to risk weighted assets. Failure to meet these minimum capital requirements can result in certain mandatory, and possibly additional discretionary actions by the Banks’ regulators that if undertaken, could have a direct material effect on Comenity Bank’s and/or Comenity Capital Bank’s operating activities, as well as our operating activities. Based on these regulations, as of March 31, 2022 and 2021, each Bank met all capital requirements to which it was subject, and maintained capital ratios in excess of the minimums required to qualify as well capitalized. The Banks are considered well capitalized and seek to maintain capital levels and ratios in excess of the minimum regulatory requirements inclusive of the 2.5% Capital Conservation Buffer. The actual capital ratios and minimum ratios for each Bank, as well as the Combined Banks, as of March 31, 2022, are as follows:
Table 12: Capital Ratios
| | | | | | | | | |
| | | | | | Minimum Ratio to be | |||
|
| | | Minimum Ratio for | | Well Capitalized under | |||
|
| Actual | | Capital Adequacy | | Prompt Corrective | |||
|
| Ratio | | Purposes | | Action Provisions | |||
Comenity Bank | | | | | | | | | |
Tier 1 Leverage capital ratio (1) | | 19.4 | % | | 4.0 | % | | 5.0 | % |
Common Equity Tier 1 capital ratio (2) | | 22.5 | | | 4.5 | | | 6.5 | |
Tier 1 capital ratio (3) | | 22.5 | | | 6.0 | | | 8.0 | |
Total Risk-based capital ratio (4) | | 23.8 | | | 8.0 | | | 10.0 | |
| | | | | | | | | |
Comenity Capital Bank | | | | | | | | | |
Tier 1 Leverage capital ratio (1) | | 17.2 | % | | 4.0 | % | | 5.0 | % |
Common Equity Tier 1 capital ratio (2) | | 19.3 | | | 4.5 | | | 6.5 | |
Tier 1 capital ratio (3) | | 19.3 | | | 6.0 | | | 8.0 | |
Total Risk-based capital ratio (4) | | 20.7 | | | 8.0 | | | 10.0 | |
| | | | | | | | | |
Combined Banks | | | | | | | | | |
Tier 1 Leverage capital ratio (1) | | 18.2 | % | | 4.0 | % | | 5.0 | % |
Common Equity Tier 1 capital ratio (2) | | 20.8 | | | 4.5 | | | 6.5 | |
Tier 1 capital ratio (3) | | 20.8 | | | 6.0 | | | 8.0 | |
Total Risk-based capital ratio (4) | | 22.1 | | | 8.0 | | | 10.0 | |
(1) | The Tier 1 Leverage capital ratio represents tier 1 capital divided by total average assets, after certain adjustments. |
(2) | The Common Equity Tier 1 capital ratio represents common equity tier 1 capital divided by total risk-weighted assets. |
(3) | The Tier 1 capital ratio represents tier 1 capital divided by total risk-weighted assets. |
(4) | The Total Risk-based capital ratio represents total capital divided by total risk-weighted assets. |
The Banks adopted the option provided by the interim final rule issued by joint federal bank regulatory agencies, which largely delays the effects of CECL on their regulatory capital for two years, until January 1, 2022, after which the effects are phased-in over a three-year period through December 31, 2024. Under the interim final rule, the amount of adjustments to regulatory capital deferred until the phase-in period includes both the initial impact of our adoption of
12
CECL as of January 1, 2020 and 25% of subsequent changes in our allowance for credit losses during each quarter of the two-year period ended December 31, 2021. We began to phase-in these effects on January 1, 2022.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no significant changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A),” included in our 2021 Form 10-K.
RECENTLY ISSUED ACCOUNTING STANDARDS
See the “Recently Issued Accounting Standards” under Note 1, “Description of Business and Basis of Presentation,” to the unaudited condensed consolidated financial statements.
13
Cautionary Note Regarding Forward-Looking Statements
This Form 10-Q and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our expectations or forecasts of future events and can generally be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “plan,” “likely,” “may,” “should” or other words or phrases of similar import. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding, strategic initiatives, our expected operating results, future economic conditions including currency exchange rates, future dividend declarations and the guidance we give with respect to, our anticipated operating or financial performance.results, future financial performance and outlook, initiation or completion of strategic initiatives, future dividend declarations and future economic conditions, including, but not limited to, market conditions, inflation and developments in the geopolitical environment. We believe that our expectations are based on reasonable assumptions. Forward-looking statements, however, are subject to a number of risks and uncertainties that could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this report, and no assurances can be given that our expectations will prove to have been correct. These risks and uncertainties include, but are not limited to, the following:
● |
● | macroeconomic and geopolitical conditions, including, |
● | loss of, or reduction in demand for services from, significant |
● | increases in fraudulent activity, net charge-offs in credit card and |
● | failure to identify, complete or successfully integrate or disaggregate business acquisitions or |
● | continued financial responsibility with respect to a divested business, including required equity ownership, guarantees, indemnities or other financial obligations; |
● | the expected tax-free treatment of the distribution effected in the LoyaltyOne spinoff for U.S. federal income tax purposes; |
● | increases in the cost of doing business, including market interest rates; |
● | inability to access financial or capital markets, including asset-backed securitization funding or deposits markets; |
● |
● | limitations on consumer credit, loyalty or marketing services from new legislative or regulatory actions related to consumer protection and consumer privacy; |
● | increases in |
● | loss or disruption, due to |
● | loss of consumer information due to compromised physical or cyber security; and |
● | those factors set forth in the Risk Factors section in our |
If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Further risks and uncertainties include, but are not limited to, the impact of strategic initiatives on us or our business if any transactions are undertaken, and whether the anticipated benefits of such transactions can be realized.
Any forward-looking statements contained in this Form 10-Q speak only as of the date made, and we undertake no obligation, other than as required by applicable law, to update or revise any forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.
3114
Item 2. Management’s Discussion and Analysis1. Financial Statements.
BREAD FINANCIAL HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2022 |
| 2021 | ||
| | (in millions, except per share amounts) | ||||
Interest income | | | | | | |
Interest and fees on loans | | $ | 1,066 | | $ | 941 |
Interest on cash and investment securities | |
| 2 | |
| 1 |
Total interest income | |
| 1,068 | |
| 942 |
Interest expense | | | | | | |
Interest on deposits | |
| 34 | |
| 47 |
Interest on borrowings | |
| 45 | |
| 60 |
Total interest expense | | | 79 | | | 107 |
Net interest income | | | 989 | | | 835 |
Non-interest income | | | | | | |
Interchange revenue, net of retailer share arrangements | | | (96) | | | (68) |
Other | | | 28 | | | 35 |
Total non-interest income | | | (68) | | | (33) |
Total net interest and non-interest income | | | 921 | | | 802 |
Provision for credit losses | | | 193 | | | 33 |
Total net interest and non-interest income, after provision for credit losses | | | 728 | | | 769 |
Non-interest expenses | | | | | | |
Employee compensation and benefits | | | 179 | | | 159 |
Card and processing expenses | | | 82 | | | 78 |
Information processing and communication | | | 56 | | | 51 |
Marketing expenses | | | 31 | | | 42 |
Depreciation and amortization | |
| 21 | |
| 25 |
Other | | | 57 | | | 47 |
Total non-interest expenses | | | 426 | | | 402 |
Income from continuing operations before income taxes | | | 302 | | | 367 |
Provision for income taxes | |
| 91 | |
| 99 |
Income from continuing operations | | | 211 | | | 268 |
(Loss) income from discontinued operations, net of income taxes | |
| (1) | |
| 18 |
Net income | | $ | 210 | | $ | 286 |
| | | | | | |
Basic income per share (Note 13): | | | | | | |
Income from continuing operations | | $ | 4.23 | | $ | 5.39 |
(Loss) income from discontinued operations | | $ | (0.01) | | $ | 0.37 |
Net income per share | | $ | 4.22 | | $ | 5.76 |
| | | | | | |
Diluted income per share (Note 13): | | | | | | |
Income from continuing operations | | $ | 4.21 | | $ | 5.38 |
(Loss) income from discontinued operations | | $ | (0.01) | | $ | 0.36 |
Net income per share | | $ | 4.20 | | $ | 5.74 |
| | | | | | |
Weighted average shares (Note 13): | | | | | | |
Basic | |
| 49.9 | |
| 49.7 |
Diluted | |
| 50.0 | |
| 49.8 |
See Notes to Unaudited Condensed Consolidated Financial Statements
15
BREAD FINANCIAL HOLDINGS, INC
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2022 |
| 2021 | ||
| | (in millions) | ||||
Net income | | $ | 210 | | $ | 286 |
| | | | | | |
Other comprehensive loss: | | | | | | |
Unrealized loss on available-for-sale debt securities | | | (9) | | | (9) |
Tax benefit | | | 2 | | | 1 |
Unrealized loss on available-for-sale debt securities, net of tax | |
| (7) | |
| (8) |
| | | | | | |
Unrealized gain on cash flow hedges | | | — | | | 1 |
Tax benefit | | | — | | | — |
Unrealized gain on cash flow hedges, net of tax | | | — | | | 1 |
| | | | | | |
Foreign currency translation adjustments | |
| — | |
| (30) |
| | | | | | |
Other comprehensive loss, net of tax | |
| (7) | |
| (37) |
| | | | | | |
Total comprehensive income, net of tax | | $ | 203 | | $ | 249 |
See Notes to Unaudited Condensed Consolidated Financial Condition and ResultsStatements.
16
BREAD FINANCIAL HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| | | | | | |
| | March 31, | | December 31, | ||
|
| 2022 |
| 2021 | ||
| | (in millions, except per share amounts) | ||||
ASSETS | | | | | | |
Cash and cash equivalents | | $ | 2,930 | | $ | 3,046 |
Credit card and other loans: | | | | | | |
Total credit card and other loans (includes loans available to settle obligations of consolidated variable interest entities: 2022, $10,771; 2021, $11,215) | |
| 16,843 | |
| 17,399 |
Allowance for credit losses | |
| (1,826) | |
| (1,832) |
Credit card and other loans, net | |
| 15,017 | |
| 15,567 |
Investment securities | | | 233 | | | 239 |
Property and equipment, net | |
| 220 | |
| 215 |
Goodwill and intangible assets, net | |
| 682 | |
| 687 |
Other assets | |
| 1,856 | |
| 1,992 |
Total assets | | $ | 20,938 | | $ | 21,746 |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | |
Deposits | |
| 10,646 | |
| 11,027 |
Debt issued by consolidated variable interest entities | |
| 4,816 | |
| 5,453 |
Long-term and other debt | |
| 1,962 | |
| 1,986 |
Other liabilities | |
| 1,246 | |
| 1,194 |
Total liabilities | |
| 18,670 | |
| 19,660 |
Commitments and contingencies (Note 9) | | | | | | |
Stockholders’ equity: | | | | | | |
Common stock, $0.01 par value; authorized, 200.0 million shares; issued, 49.8 million shares as of both March 31, 2022 and December 31, 2021 | |
| 1 | |
| 1 |
Additional paid-in capital | |
| 2,163 | |
| 2,174 |
Retained earnings (accumulated deficit) | |
| 113 | |
| (87) |
Accumulated other comprehensive loss | |
| (9) | |
| (2) |
Total stockholders’ equity | |
| 2,268 | |
| 2,086 |
Total liabilities and stockholders’ equity | | $ | 20,938 | | $ | 21,746 |
See Notes to Unaudited Condensed Consolidated Financial Statements.
17
BREAD FINANCIAL HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Accumulated | | | |||||
| | | | | | | Additional | | | | | | Other | | Total | |||||
| | Common Stock | | Paid-In | | Treasury | | Retained | | Comprehensive | | Stockholders’ | ||||||||
Three Months Ended March 31, 2022 |
| Shares |
| Amount |
| Capital |
| Stock |
| Earnings |
| Loss |
| Equity | ||||||
| | (in millions) | ||||||||||||||||||
Balance as of December 31, 2021 |
| 49.9 | | $ | 1 | | $ | 2,174 | | $ | — | | $ | (87) | | $ | (2) | | $ | 2,086 |
Net income |
| — | | | — | | | — | | | — | | | 210 | | | — | |
| 210 |
Other comprehensive loss |
| — | | | — | | | — | | | — | | | — | | | (7) | |
| (7) |
Stock-based compensation |
| — | | | — | | | 7 | | | — | | | — | | | — | |
| 7 |
Repurchases of common stock | | (0.2) | | | — | | | (12) | | | | | | | | | | | | (12) |
Dividends and dividend equivalent rights declared ($0.21 per common share) | | — | | | — | | | — | | | — | | | (10) | | | — | |
| (10) |
Other |
| 0.1 | | | — | | | (6) | | | — | | | — | | | — | | | (6) |
Balance as of March 31, 2022 |
| 49.8 | | $ | 1 | | $ | 2,163 | | $ | — | | $ | 113 | | $ | (9) | | $ | 2,268 |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Accumulated | | | |||||
| | | | | | | Additional | | | | | | Other | | Total | |||||
| | Common Stock | | Paid-In | | Treasury | | Retained | | Comprehensive | | Stockholders’ | ||||||||
Three Months Ended March 31, 2021 |
| Shares |
| Amount |
| Capital |
| Stock |
| Earnings |
| Loss |
| Equity | ||||||
| | (in millions) | ||||||||||||||||||
Balance as of December 31, 2020 |
| 117.1 | | $ | 1 | | $ | 3,427 | | $ | (6,734) | | $ | 4,832 | | $ | (5) | | $ | 1,521 |
Net income |
| — | | | — | | | — | | | — | | | 286 | | | — | |
| 286 |
Other comprehensive loss | | — | | | — | | | — | | | — | | | — | | | (37) | |
| (37) |
Stock-based compensation | | — | | | — | | | 7 | | | — | | | — | | | — | |
| 7 |
Dividends and dividend equivalent rights declared ($0.21 per common share) | | — | | | — | | | — | | | — | | | (10) | | | — | |
| (10) |
Other | | — | | | — | | | (3) | | | — | | | — | | | — | | | (3) |
Balance as of March 31, 2021 | | 117.1 | | $ | 1 | | $ | 3,431 | | $ | (6,734) | | $ | 5,108 | | $ | (42) | | $ | 1,764 |
See Notes to Unaudited Condensed Consolidated Financial Statements.
18
BREAD FINANCIAL HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2022 |
| 2021 | ||
| | (in millions) | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | |
Net income | | $ | 210 | | $ | 286 |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
Provision for credit losses | | | 193 | | | 33 |
Depreciation and amortization | |
| 21 | |
| 34 |
Deferred income taxes | |
| (48) | |
| (26) |
Non-cash stock compensation | |
| 7 | |
| 7 |
Amortization of deferred financing costs | |
| 6 | |
| 8 |
Amortization of deferred origination costs | |
| 21 | |
| 16 |
Change in other operating assets and liabilities: | | | | | | |
Change in other assets | | | (2) | | | 60 |
Change in other liabilities | | | 73 | | | 95 |
Other | | | 16 | |
| 4 |
Net cash provided by operating activities | |
| 497 | |
| 517 |
| | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | |
Change in credit card and other loans | | | 339 | | | 1,034 |
Change in redemption settlement assets | |
| — | |
| (13) |
Capital expenditures | |
| (20) | |
| (12) |
Purchases of investment securities | |
| (18) | |
| (22) |
Maturities of investment securities | |
| 12 | |
| 22 |
Other | |
| (3) | |
| — |
Net cash provided by investing activities | |
| 310 | |
| 1,009 |
| | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | |
Unsecured borrowings under debt agreements | | | 175 | | | — |
Repayments/maturities of unsecured borrowings under debt agreements | | | (200) | | | (25) |
Debt issued by consolidated variable interest entities | |
| 525 | |
| 175 |
Repayments/maturities of debt issued by consolidated variable interest entities | | | (1,162) | | | (2,039) |
Net (decrease) increase in deposits | | | (405) | | | 162 |
Dividends paid | |
| (10) | |
| (11) |
Repurchases of common stock | |
| (12) | |
| — |
Other | |
| (7) | |
| (3) |
Net cash used in financing activities | |
| (1,096) | |
| (1,741) |
| | | | | | |
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash | |
| — | |
| (1) |
| | | | | | |
Change in cash, cash equivalents and restricted cash | |
| (289) | |
| (216) |
Cash, cash equivalents and restricted cash at beginning of period | |
| 3,923 | |
| 3,463 |
Cash, cash equivalents and restricted cash at end of period | | $ | 3,634 | | $ | 3,247 |
| | | | | | |
SUPPLEMENTAL CASH FLOW INFORMATION: | | | | | | |
| | | | | | |
Cash and cash equivalents reconciliation: | | | | | | |
Cash and cash equivalents | | $ | 2,930 | | $ | 2,634 |
Restricted cash included within Other assets | | | 704 | | | 314 |
Cash, cash equivalents and restricted cash included within Assets of discontinued operations | | | — | | | 299 |
Total cash, cash equivalents and restricted cash | | $ | 3,634 | | $ | 3,247 |
The following discussionUnaudited Condensed Consolidated Statements of Cash Flows are presented with the combined cash flows from continuing and discontinued operations.
See Notes to Unaudited Condensed Consolidated Financial Statements.
19
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
DESCRIPTION OF THE BUSINESS
Effective March 23, 2022, Alliance Data Systems Corporation was renamed Bread Financial Holdings, Inc, and on April 4, 2022, its New York Stock Exchange ticker changed from “ADS” to “BFH”. Neither the name change nor the ticker change affected the legal entity structure, nor did it have an impact on the financial statements.
Bread Financial Holdings, Inc. (BFH or, including its consolidated subsidiaries and variable interest entities (VIEs), the Company) is a tech-forward financial services company providing simple, personalized payment, lending and saving solutions. The Company creates opportunities for its customers and partners through digitally enabled choices that offer ease, empowerment, financial flexibility and exceptional customer experiences. Driven by a digital-first approach, data insights and white-label technology, the Company delivers growth for its partners through a comprehensive product suite, including private label and co-brand credit cards, installment lending, and buy now, pay later (split-pay). The Company also offers direct-to-consumer solutions that give customers more access, choice and freedom through its branded Bread CashbackTM American Express® Credit Card and Bread SavingsTM products.
BASIS OF PRESENTATION
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). For purposes of comparability, certain prior period amounts have been reclassified to conform to the current presentation, in particular, as a result of the spinoff of its LoyaltyOne segment and its classification as discontinued operations, the Company has adjusted the presentation of its Consolidated Financial Statements from its historical approach under SEC Regulation S-X Article 5, which is broadly applicable to all “commercial and industrial companies,” to Article 9, which is applicable to “bank holding companies.” While neither the Company nor any of its subsidiaries are considered a “bank” within the meaning of the Bank Holding Company Act, the changes from the historical presentation, to the bank holding company presentation, the most significant of which reflect a reclassification of Interest expense within Net interest income, are intended to reflect the Company’s operations going forward and better align the Company with its peers for comparability purposes.
The unaudited Condensed Consolidated Financial Statement should be read in conjunction with the unaudited condensed consolidated financial statementsConsolidated Financial Statements and related notes thereto presented in this quarterly report and the consolidated financial statements and related notes thereto included in ourthe Company’s Annual Report on Form 10-K for the year ended December 31, 2020,2021, filed with the Securities and Exchange Commission or SEC, on February 26, 2021.25, 2022; if not significantly different, certain note disclosures included therein have been omitted from these unaudited Condensed Consolidated Financial Statements.
2021 First Quarter
The unaudited Condensed Consolidated Financial Highlights
Statements included herein reflect all adjustments, which consist of normal, recurring adjustments that are, in the opinion of management, necessary to state fairly the results for the interim periods presented. Results of operations reported for interim periods are not necessarily indicative of results for the first quarterentire year.
The preparation of 2021 continuedfinancial statements in conformity with GAAP requires management to be impacted bymake estimates and assumptions that affect the COVID-19 pandemic; however, we continue to see improvement in key credit metricsreported amounts of assets, liabilities, revenue and continued sequential improvement in business conditions. Financial highlights forexpenses, and the first quarterdisclosures of 2021 as comparedcontingent assets and liabilities. These accounting estimates and assumptions reflect the best judgement of management, but actual results could differ. The most significant of those estimates and assumptions relate to the corresponding prior year period are as follows:
COVID-19 UpdateCompany’s Allowance for credit losses.
On March 11, 2020, the World Health Organization declared the current coronavirus, or COVID-19, outbreak to be a global pandemic. In response to this declaration and the rapid spread of COVID-19, international, provincial, federal, state and local government or other authorities have imposed varying degrees of restrictions on social and commercial activity in an effort to improve health and safety. As the global COVID-19 pandemic has continued to evolve, our priority has been and continues to be, the health and safety of our employees, with the vast majority of our employees continuing to work from home.
The effectsaccompanying unaudited Condensed Consolidated Financial Statements include the accounts of the COVID-19 pandemic impacted our resultsCompany and year-over-year comparisons; however, credit metricsall subsidiaries in which the Company has a controlling financial interest. All intercompany transactions have remained resilient, with a net loss rate of 5.0% for the three months ended March 31, 2021, and a delinquency rate of 3.8% for the period ended March 31, 2021. Improvement in the net loss rate is a result of prudent risk management strategy changes, deliberate underwriting actions, and direct consumer stimulus payments. Credit sales year-over-year performance strengthened versus the previous quarter. The majority of the credit sales improvement can be attributed to in‐store sales, which have benefitted from increased consumer confidence and mobility. However, redemptions in our AIR MILES Reward Program declined 26% largely due to the downturn in the travel market as a result of the pandemic and related restrictions such as border closures repressing travel-related redemptions. The AIR MILES Reward Program continues to pivot the rewards portfolio to emphasize more non‐travel options, driving higher merchandise redemptions. In addition, the AIR MILES Reward Program is working with airline partners to plan for the eventual return of airline travel with optimism for the second half of the year. At BrandLoyalty, uncertainty remains with many European countries still in lockdown; however, new program activity is increasing with consumers actively engaged in loyalty campaigns, with particular success in products focused on the home.been eliminated.
Despite the emergence of vaccines, surges in COVID-19 cases, including variants of the strain, may cause people to self-quarantine or governments to shut down nonessential businesses again. The broad availability of COVID-19 vaccines and the willingness of individuals to be vaccinated are difficult to predict. The pace and shape of the COVID-19 recovery as well as the impact and extent of potential resurgences is not presently known. We continue to evaluate the nature and extent of changes to the market and economic conditions related to the COVID-19 pandemic and current and potential impact on our business and financial position. However, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of COVID-19 on our future results of operations or cash flows at this time.
3220
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Consolidated Results of OperationsRECENTLY ISSUED ACCOUNTING STANDARDS
| | | | | | | | | |
| | Three Months Ended March 31, | | ||||||
|
| 2021 |
| 2020 | | % Change |
| ||
| | (in millions, except percentages) | |||||||
Revenues | | | | | | | | | |
Services | | $ | 39.4 | | $ | 46.6 | | (15) | % |
Redemption, net | |
| 104.9 | |
| 120.9 | | (13) | |
Finance charges, net | |
| 940.6 | |
| 1,214.3 | | (23) | |
Total revenue | |
| 1,084.9 | |
| 1,381.8 | | (21) | |
Operating expenses | | | | | | | | | |
Cost of operations (exclusive of depreciation and amortization disclosed separately below) | |
| 497.5 | |
| 499.2 | | — | |
Provision for loan loss | |
| 33.4 | |
| 655.9 | | (95) | |
General and administrative | |
| 16.9 | |
| 23.9 | | (29) | |
Depreciation and other amortization | |
| 22.9 | |
| 17.4 | | 31 | |
Amortization of purchased intangibles | |
| 11.1 | |
| 21.4 | | (48) | |
Total operating expenses | |
| 581.8 | |
| 1,217.8 | | (52) | |
Operating income | |
| 503.1 | |
| 164.0 | | 207 | |
Interest expense | | | | | | | | | |
Securitization funding costs | |
| 33.6 | |
| 49.9 | | (33) | |
Interest expense on deposits | |
| 45.5 | |
| 60.3 | | (25) | |
Interest expense on long-term and other debt, net | |
| 29.6 | |
| 28.4 | | 5 | |
Total interest expense, net | |
| 108.7 | |
| 138.6 | | (22) | |
Income before income taxes | | | 394.4 | |
| 25.4 | | 1,452 | |
Provision (benefit) for income taxes | | | 108.2 | |
| (4.6) | | nm | * |
Net income | | $ | 286.2 | | $ | 30.0 | | 854 | % |
| | | | | | | | | |
Key Operating Metrics: | | | | | | | | | |
Credit sales | | $ | 6,043.3 | | $ | 6,099.1 | | (1) | % |
Average credit card and loan receivables | | $ | 15,785.0 | | $ | 18,294.4 | | (14) | % |
AIR MILES reward miles issued | | | 1,111.6 | |
| 1,315.8 | | (16) | % |
AIR MILES reward miles redeemed | |
| 739.4 | |
| 994.0 | | (26) | % |
In March 2022, the Financial Accounting Standards Board issued new accounting and disclosure guidance for troubled debt restructurings effective January 1, 2023, with early adoption permitted. Specifically, the new guidance eliminates the previous recognition and measurement guidance for troubled debt restructurings while enhancing the disclosure requirements for certain loan modifications, including requiring disclosure of gross charge-offs by year of loan origination. The Company is evaluating the new guidance and any impacts on its financial position, results of operations and regulatory risk-based capital, none of which are expected to be material, along with any anticipated impacts on its operational processes, controls and governance. |
|
Three months ended March 31, 2021 compared
2. CREDIT CARD AND OTHER LOANS
The Company’s payment and lending solutions result in the generation of credit card and other loans, which are recorded at the time a cardholder enters into a point-of-sale transaction with a merchant. Credit card loans represent revolving amounts due and have a range of terms that include credit limits, interest rates and fees, which can be revised over time based on new information about the cardholder, in accordance with applicable regulations and the governing terms and conditions. Cardholders choosing to make a payment of less than the full balance due, instead of paying in full, are subject to finance charges and are required to make monthly payments based on pre-established amounts. Other loans, which are primarily installment loans offered to customers, have a range of fixed terms such as interest rates, fees and repayment periods, and borrowers are required to make pre-established monthly payments over the term of the loan in accordance with the applicable terms and conditions. Credit card and other loans are presented on the Consolidated Balance Sheets net of the Allowance for credit losses, and include principal and any related accrued interest and fees. The Company continues to accrue interest and fee income on all accounts, except in limited circumstances, until the related balance and all related interest and fees are paid or charged-off; an Allowance for credit losses is established for uncollectable interest and fees.
Primarily, the Company classifies its credit card and other loans as held for investment. The Company sells a majority of its credit card loans originated by Comenity Bank and by Comenity Capital Bank, which together are referred to herein as the “Banks,” to securitization master trusts, which are themselves consolidated VIEs, and therefore these loans are restricted for securitization investors. All new originations of credit card and other loans are determined to be held for investment at origination because the Company has the intent and ability to hold them for the foreseeable future. In determining what constitutes the foreseeable future, the Company considers the average life and homogenous nature of its credit card and other loans. In assessing whether its credit card and other loans continue to be held for investment, the Company also considers capital levels and scheduled maturities of funding instruments used. The assertion regarding the intent and ability to hold credit card and other loans for the foreseeable future can be made with a high degree of certainty given the maturity distribution of the Company’s direct-to-consumer deposits and other funding instruments; the demonstrated ability to replace maturing time-based deposits and other borrowings with new deposits or borrowings; and historic payment activity on its credit card and other loans. Due to the three months ended March 31, 2020homogenous nature of the Company’s credit card loans, amounts are classified as held for investment on a brand partner portfolio basis. From time to time certain credit card loans are classified as held for sale, as determined on a brand partner basis. The Company carries these assets at the lower of aggregate cost or fair value, and continues to recognize finance charges on an accrual basis. Cash flows associated with credit card and other loans originated or purchased for investment are classified as Cash flows from investing activities, regardless of any subsequent change in intent and ability.
Revenue. Total revenue decreased $296.9 million, or 21%, to $1,084.9 million for the three months ended March 31, 2021 from $1,381.8 million for the three months ended March 31, 2020. The decrease was due to the following:
3321
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
CostThe Company’s credit card and other loans were as follows, as of operations. Cost of operations decreased $1.7 million to $497.5 million for the three months ended March 31, 2022 and December 31, 2021, as compared to $499.2 million for the three months ended March 31, 2020. The net decrease was due to the following:respectively:
| | | | | | |
|
| March 31, |
| December 31, | ||
|
| 2022 |
| 2021 | ||
| | (in millions) | ||||
Credit card loans | | $ | 16,651 | | $ | 17,217 |
Installment (other) loans | | | 192 | | | 182 |
Total credit card and other loans (1)(2) | | | 16,843 | | | 17,399 |
Less: Allowance for credit losses | | | (1,826) | | | (1,832) |
Credit card and other loans, net | | $ | 15,017 | | $ | 15,567 |
Provision for loan loss. Provision for loan loss decreased $622.5 million, or 95%, to $33.4 million for the three months ended March 31, 2021 as compared to $655.9 million for the three months ended March 31, 2020. The decrease in the provision for loan loss in the current year quarter was due to improved credit performance, lower net-charge-offs
Credit Card and improving macroeconomic indicators. In the first quarter of 2020 there was a significant increase in the provision due to a reserve build in the allowance for loan loss due to the deterioration of the global macroeconomic outlook as a result of the onset of COVID-19.
General and administrative. General and administrative expenses decreased $7.0 million, or 29%, to $16.9 million for the three months ended March 31, 2021 as compared to $23.9 million for the three months ended March 31, 2020, due to a decrease in payroll and benefits expense due to lower medical claims.
Depreciation and other amortization. Depreciation and other amortization increased $5.5 million, or 31%, to $22.9 million for the three months ended March 31, 2021 as compared to $17.4 million for the three months ended March 31, 2020, primarily due to $4.9 million in accelerated depreciation expense of fixed assets resulting from the Company’s real estate optimization plans.
Amortization of purchased intangibles. Amortization of purchased intangibles decreased $10.3 million, or 48%, to $11.1 million for the three months ended March 31, 2021, as compared to $21.4 million for the three months ended March 31, 2020, primarily due to certain fully amortized intangible assets, including BrandLoyalty customer contracts, offset in part by $5.4 million in amortization of purchased intangibles associated with the acquisition of Bread in December 2020.
Interest expense, net. Total interest expense, net decreased $29.9 million, or 22%, to $108.7 million for the three months ended March 31, 2021 as compared to $138.6 million for the three months ended March 31, 2020. The net decrease was due to the following:
Taxes. Provision for income taxes was $108.2 million for the three months ended March 31, 2021, while the income tax benefit was $4.6 million for the three months ended March 31, 2020. The effective tax rate for the three months ended March 31, 2021 was 27.4% as compared to (18.1)% for the prior year quarter. The increase in tax expense in the first quarter of 2021 was primarily related to an increase in taxable income in the first quarter of 2021. In addition, the
34
effective tax rate for the first quarter of 2020 was impacted by a discrete tax benefit and reduction of tax reserves following a favorable settlement with a state tax authority.
Segment Revenue and Income (Loss) Before Income Taxes
| | | | | | | | | |
| | Three Months Ended March 31, | | ||||||
|
| 2021 |
| 2020 |
| % Change |
| ||
| | (in millions, except percentages) | |||||||
Revenue: | | | | | | | | | |
LoyaltyOne | | $ | 176.6 | | $ | 198.1 | | (11) | % |
Card Services | |
| 908.3 | |
| 1,183.6 | | (23) | |
Corporate/Other | |
| — | |
| 0.1 | | nm | * |
Total | | $ | 1,084.9 | | $ | 1,381.8 | | (21) | % |
| | | | | | | | | |
Income (Loss) Before Income Taxes | | | | | | | | | |
LoyaltyOne | | $ | 31.7 | | $ | 46.7 | | (32) | % |
Card Services | | | 409.9 | | | 32.1 | | 1,179 | |
Corporate/Other | | | (47.2) | | | (53.4) | | (12) | |
Total | | $ | 394.4 | | $ | 25.4 | | 1,452 | % |
|
|
Three months ended March 31, 2021 compared to the three months ended March 31, 2020
Revenue. Total revenue decreased $296.9 million, or 21%, to $1,084.9 million for the three months ended March 31, 2021 from $1,381.8 million for the three months ended March 31, 2020. The decrease was due to the following:
Income Before Income Taxes. Income before income taxes increased $369.0 million, or 1,452%, to $394.4 million for the three months ended March 31, 2021 from $25.4 million for the three months ended March 31, 2020. The net increase was due to the following:
35
Asset Quality
Our delinquency and net charge-off rates reflect, among other factors, the credit risk of our credit card and loan receivables, the success of our collection and recovery efforts, and general economic conditions.
Delinquencies. An account is contractually delinquent if we dothe Company does not receive the minimum payment due by the specified due date. OurThe Company’s policy is to continue to accrue interest and fee income on all accounts, except in limited circumstances, until the balance and all related interest and other fees are paid or charged-off, typically at 180 days delinquent for credit card receivables and 120 days delinquent for installment loan receivables.charged-off. After an account becomes 30 days past due, a proprietary collection scoring algorithm automatically scores the risk of the account becoming further delinquent. The collection system then recommendsdelinquent; based upon the level of risk indicated, a collection strategy for the past due account based on the collection score and account balance and dictates the contact schedule and collections priority for the account.is deployed. If, we are unable to make a collection after exhausting all in-house collection efforts, wethe Company is unable to collect on the account, it may engage collection agencies andor outside attorneys to continue those efforts.efforts, or sell the charged-off balances and accompanying account(s).
The following table presents the delinquency trends of ouron the Company’s credit card and loan receivablesother loans portfolio based on the principal balancesamortized cost:
| | | | | | | | | | | | | | | | | | |
| | Aging Analysis of Delinquent Amortized Cost | | | | | | | ||||||||||
|
| 31 to 60 days |
| 61 to 90 days |
| 91 or more days delinquent |
| Total |
| Current |
| Total | ||||||
| | (in millions) | ||||||||||||||||
As of March 31, 2022 | $ | 241 | | $ | 190 | | $ | 435 | | $ | 866 | | $ | 15,709 | | $ | 16,575 | |
| | | | | | | | | | | | | | | | | | |
As of December 31, 2021 | $ | 262 | | $ | 186 | | $ | 401 | | $ | 849 | | $ | 16,284 | | $ | 17,133 |
(1) | Installment loan delinquencies have been included with credit card loan delinquencies in the table above, as amounts were insignificant at each period presented. |
From time to time the Company may re-age cardholders’ accounts, which is intended to assist delinquent cardholders who have experienced financial difficulties but who demonstrate both an ability and willingness to repay the amounts due; this practice affects credit card loan delinquencies and charge-offs. Accounts meeting specific defined criteria are re-aged when the cardholder makes one or more consecutive payments aggregating to a certain pre-defined amount of ourtheir account balance. Upon re-aging, the outstanding balance of a delinquent account is returned to current status. For the three months ended March 31, 2022 and 2021, the Company’s re-aged accounts represented 1.6% and 2.8%, respectively, of total credit card and loan receivables:other loans. The Company’s re-aging practices comply with regulatory guidelines.
| | | | | | | | | | | |
| | March 31, | | % of | | December 31, | | % of |
| ||
|
| 2021 |
| Total |
| 2020 |
| Total |
| ||
| | (in millions, except percentages) |
| ||||||||
Receivables outstanding ─ principal | | $ | 14,805.4 |
| 100.0 | % | $ | 15,963.3 |
| 100.0 | % |
Principal receivables balances contractually delinquent: | | | | | | | | | | | |
31 to 60 days | | $ | 164.1 | | 1.1 | % | $ | 229.9 |
| 1.4 | % |
61 to 90 days | |
| 120.3 |
| 0.8 | |
| 162.8 |
| 1.0 | |
91 or more days | |
| 280.0 |
| 1.9 | |
| 315.2 |
| 2.0 | |
Total | | $ | 564.4 |
| 3.8 | % | $ | 707.9 |
| 4.4 | % |
Net Charge-Offs. OurPrincipal Charge-offs
The Company’s net charge-offs include the principal amount of losses that are deemed uncollectible, less recoveries, and exclude charged-off interest, fees and third-party fraud losses. Charged-off interest and fees reduce finance charges, netInterest and fees on loans, while third-party fraud losses are recorded as an expense.in Card and processing expenses. Credit card receivables,loans, including unpaid interest and fees, are generally charged-off in the month during which an account becomes 180 days contractually past due, exceptdue.
22
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Installment loans, including unpaid interest, are generally charged-off when a loan becomes 120 days past due. However, in the case of a customer bankruptciesbankruptcy or death. Installment loan receivables, including unpaid interest, are charged-off when a loan is 120 days past due. Creditdeath, credit card receivables,and other loans, including unpaid interest and fees associated with customer bankruptcies or deathas applicable, are charged-off in each month subsequent to 60 days after the receipt of notification of the bankruptcy or death, but in any case not later than 180 days past due. The Company records the 180-day contractual time frame.
The net charge-off rate is calculated by dividing net charge-offs of principal receivables for the period by the average credit card and loan receivables for the period. Average credit card and loan receivables represent the average balance of the cardholder receivables at the beginning of each month in the periods indicated. The following table presents our netactual charge-offs for the periods indicated:
| | | | | | | |
| | Three Months Ended | | ||||
| | March 31, | | ||||
|
| 2021 |
| 2020 |
| ||
| | (in millions, except percentages) | |||||
Average credit card and loan receivables | | $ | 15,785.0 | | $ | 18,294.4 | |
Net charge-offs of principal receivables | |
| 198.1 | |
| 320.2 | |
Net charge-offs as a percentage of average credit card and loan receivables | |
| 5.0 | % |
| 7.0 | % |
36
Liquidityunpaid interest and Capital Resources
Our primary sources of liquidity include cash generated from operating activities, our credit agreementsfees as a reduction to Interest and issuances of debt or equity securities, our credit card securitization program and deposits issued by Comenity Bank and Comenity Capital Bank. In addition to our efforts to renew and expand our current liquidity sources, we continue to seek new funding sources. We introduced a consumer retail deposit platform in 2019, and retail deposits comprised approximately $2.2 billion of our $10.0 billion in deposits outstanding at March 31, 2021.
Our primary uses of cash are for ongoing business operations, repayments of our debt, capital expenditures, investments or acquisitions, stock repurchases and payments of dividends.
We believe that internally generated funds and other sources of liquidity discussed below will be sufficient to meet working capital needs, capital expenditures, and other business requirements for at least the next 12 months. However, continued volatility in the financial and capital markets due to COVID-19 may limit our access to or increase our cost of capital or make capital unavailablefees on terms acceptable to us or at all.
Cash Flow Activity
Operating Activities. We generated cash flow from operating activities of $517.2loans, which were $136 million and $572.5$131 million for the three months ended March 31, 2022 and 2021, respectively.
Modified Credit Card Loans
Forbearance Programs
As part of the Company’s collections strategy, the Company may offer temporary, short term (six-months or less) loan modifications in order to improve the likelihood of collections and 2020,meet the needs of the Company’s customers. The Company’s modifications for customers who have requested assistance and meet certain qualifying requirements, come in the form of reduced or deferred payment requirements, interest rate reductions and late fee waivers. The Company does not offer programs involving the forgiveness of principal. These temporary loan modifications may assist in cases where the Company believes the customer will recover from the short-term hardship and resume scheduled payments. Under these forbearance modification programs, those accounts receiving relief may not advance to the next delinquency cycle, including charge-off, in the same time frame that would have occurred had the relief not been granted. The Company evaluates its loan modification programs to determine if they represent a more than insignificant delay in payment, in which case they would then be considered a troubled debt restructuring (TDR). Loans in these short term programs that are determined to be TDR’s, will be included as such in the disclosures below.
Credit Card Loans Modified as TDRs
The Company considers impaired loans to be loans for which it is probable that it will be unable to collect all amounts due according to the original contractual terms of the cardholder agreement, including credit card loans modified as TDRs. In instances where cardholders are experiencing financial difficulty, the Company may modify its credit card loans with the intention of minimizing losses and improving collectability, while providing cardholders with financial relief; such credit card loans are classified as TDRs, exclusive of forbearance programs described above. Modifications, including for temporary hardship and permanent workout programs, include concessions consisting primarily of a reduced minimum payment and an interest rate reduction. The temporary programs’ concessions remain in place for a period no longer than twelve months, while the permanent programs remain in place through the payoff of the credit card loans if the cardholder complies with the terms of the program.
TDR concessions do not include the forgiveness of unpaid principal, but may involve the reversal of certain unpaid interest or fee assessments, and the cardholder’s ability to make future purchases is either limited, or suspended until the cardholder successfully exits from the modification program. In accordance with the terms of the Company’s temporary hardship and permanent workout programs, the credit agreement reverts back to its original contractual terms (including the contractual interest rate) when the customer exits the program, which is either when all payments have been made in accordance with the program, or when the customer defaults out of the program.
TDRs are collectively evaluated for impairment on a pooled basis. In measuring the appropriate allowance for credit losses, these modified credit card loans are included in the general pool of credit card loans, with the allowance determined under a contingent loss model. The Company’s impaired credit card loans represented less than 3% of total credit card loans as of both March 31, 2022 and December 31, 2021. As of those same dates, the Company’s recorded investment in impaired credit card loans was $264 million and $281 million, respectively, with an associated allowance for credit losses of $88 million and $81 million, respectively. The year-over-year decreaseaverage recorded investment in operating cash flows of $55.3 millionimpaired credit card loans was impacted by the provision for loan loss, offset in part by an increase in working capital.
Investing Activities. Cash provided by investing activities was $1,009.0$272 million and $1,746.3$482 million for the three months ended March 31, 2022 and 2021, respectively.
Interest income on these impaired credit card loans is accounted for in the same manner as other non-impaired credit card loans, and 2020,cash collections are allocated according to the same payment hierarchy methodology applied for credit card loans not in modification programs. The Company recognized $4 million and $9 million for the three months ended
23
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
March 31, 2022 and 2021, respectively, in interest income associated with credit card loans in modification programs, during the period that such loans were impaired.
The following table provides additional information regarding credit card loans modified as TDRs during the specified periods:
| | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2022 | | Three Months Ended March 31, 2021 | ||||||||||||
| | | | Pre-modification | | Post-modification | | | | Pre-modification | | Post-modification | ||||
| | Number of | | Outstanding | | Outstanding | | Number of | | Outstanding | | Outstanding | ||||
|
| Restructurings |
| Balance |
| Balance |
| Restructurings |
| Balance |
| Balance | ||||
| | (Dollars in millions) | ||||||||||||||
Troubled debt restructurings – credit card loans | | 37,998 |
| $ | 56 |
| $ | 56 | | 63,628 |
| $ | 93 |
| $ | 93 |
The following table provides additional information regarding credit card loans modified as TDRs that have subsequently defaulted within 12 months of their modification dates during the specified periods; the probability of default is factored into the allowance for credit losses:
| | | | | | | | | | |
| | | | | ||||||
| | Three Months Ended March 31, 2022 | | Three Months Ended March 31, 2021 | ||||||
| | Number of | | Outstanding |
| Number of | | Outstanding | ||
|
| Restructurings |
| Balance |
| Restructurings |
| Balance | ||
| | (Dollars in millions) | ||||||||
Troubled debt restructurings that subsequently defaulted |
| 21,653 | | $ | 29 | | 51,009 | | $ | 67 |
Credit Quality
Credit Card Loans
As part of the Company’s credit risk management activities, the Company assesses overall credit quality by reviewing information related to the performance of a credit cardholder’s account, as well as information from credit bureaus relating to the cardholder’s broader credit performance. The Company utilizes VantageScore (Vantage) credit scores to assist in its assessment of credit quality. Vantage credit scores are obtained at origination of the account and are refreshed monthly thereafter to assist in predicting customer behavior. The Company categorizes these Vantage credit scores into the following three credit score categories: (i) 661 or higher, which are considered the strongest credits and therefore have the lowest credit risk; (ii) 601 to 660, considered to have moderate credit risk; and (iii) 600 or less, which are considered weaker credits and therefore have the highest credit risk. In certain limited circumstances there are customer accounts for which a Vantage score is not available and the Company uses alternative sources to assess credit risk and predict behavior. The table below excludes 0.1% of the total credit card loans balance at each of March 31, 2022 and December 31, 2021, representing those customer accounts for which a Vantage credit score is not available. The following table reflects the distribution of the Company’s credit card loans by Vantage score during the specified periods:
| | | | | | | | | | | | | | | | | | |
| | Vantage | | |||||||||||||||
| | March 31, | | | December 31, | | ||||||||||||
| | 2022 | | | 2021 | | ||||||||||||
|
| 661 or |
|
| 601 to |
|
| 600 or |
|
| 661 or |
|
| 601 to |
|
| 600 or |
|
| | Higher | | | 660 | | | Less | | | Higher | | | 660 | | | Less | |
Credit card loans | | 61 | % |
| 27 | % |
| 12 | % |
| 62 | % |
| 26 | % |
| 12 | % |
Note: The Company’s credit card loans are revolving as they do not have stated maturities, and therefore are exempted from certain vintage disclosures otherwise required under GAAP.
Installment Loans
The amortized cost basis of the Company’s installment loans totaled $192 million and $182 million as of March 31, 2022 and December 31, 2021, respectively. Significant componentsAs of investing activitiesMarch 31, 2022, approximately 85% of these loans were originated by customers with Fair Isaac Corporation (FICO) scores of 660 or above, and approximately 15% of these loans were
24
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
originated by customers with FICO scores below 660. Similarly, as of December 31, 2021, approximately 84% and 16% of these loans were originated by customers with FICO scores of 660 or above, and below 660, respectively.
Unfunded Loan Commitments
The Company is active in originating private label and co-brand credit cards in the United States. The Company manages potential credit risk in its unfunded lending commitments by reviewing each potential customer’s credit application and evaluating the applicant’s financial history and ability and perceived willingness to repay. Credit card loans are made primarily on an unsecured basis. Cardholders reside throughout the United States and are not significantly concentrated in any one area.
The Company manages its potential risk in credit commitments by limiting the total amount of credit, both by individual customer and in total, by monitoring the size and maturity of its portfolios and applying consistent underwriting standards. The Company has the unilateral ability to cancel or reduce unused credit card lines at any time. Unused credit card lines available to cardholders totaled approximately $112.0 billion as of both March 31, 2022 and December 31, 2021. While this amount represented the total available unused credit card lines, the Company has not experienced and does not anticipate that all cardholders will access their entire available line at any given point in time.
Portfolio Sales
As of March 31, 2022 and December 31, 2021, there were 0 credit card loans held for sale and 0 portfolio sales were made during either of the three months ended March 31, 2022 or 2021.
Portfolio Acquisitions
NaN portfolio acquisitions were made during either of the three months ended March 31, 2022 or 2021.
3. ALLOWANCE FOR CREDIT LOSSES
The allowance for credit losses is an estimate of expected credit losses, measured over the estimated life of its credit card and other loans that considers forecasts of future economic conditions in addition to information about past events and current conditions. The estimate under the CECL model is significantly influenced by the composition, characteristics and quality of the Company’s portfolio of credit card and other loans, as well as the prevailing economic conditions and forecasts utilized. The estimate of the allowance for credit losses includes an estimate for uncollectible principal as well as unpaid interest and fees. Charge-offs of principal amounts, net of recoveries are deducted from the allowance. Charge-offs for unpaid interest and fees as well as any adjustments to the allowance associated with unpaid interest and fees are recorded as a reduction to Interest and fees on loans. The allowance is maintained through an adjustment to the Provision for credit losses and is evaluated for appropriateness.
In estimating its allowance for credit losses, for each identified group, management utilizes various models and estimation techniques based on historical loss experience, current conditions, reasonable and supportable forecasts and other relevant factors. These models utilize historical data and applicable macroeconomic variables with statistical analysis and behavioral relationships with credit performance. The Company’s quantitative estimate of expected credit losses under CECL is impacted by certain forecasted economic factors. The Company considers the forecast used to be reasonable and supportable over the estimated life of the credit card and other loans, with no reversion period. In addition to the quantitative estimate of expected credit losses, the Company also incorporates qualitative adjustments for certain factors such as Company-specific risks, changes in current economic conditions that may not be captured in the quantitatively derived results, or other relevant factors to ensure the allowance for credit losses reflects the Company’s best estimate of current expected credit losses. As permitted by GAAP, the Company excludes unbilled finance charges from its amortized cost basis of credit card and other loans. As of March 31, 2022 and December 31, 2021, accrued interest and fees that have not yet been billed to cardholders were $228 million and $224 million, respectively, and included in Credit card and other loans on the Consolidated Balance Sheets.
25
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Credit Card Loans
The Company uses a “pooled” approach to estimate expected credit losses for financial assets with similar risk characteristics. As part of its CECL implementation, the Company evaluated multiple risk characteristics of its credit card loans portfolio, and determined delinquency status and credit quality to be the most significant characteristics for estimating expected credit losses. To estimate its allowance for credit losses, the Company segregates its credit card loans into 4 groups with similar risk characteristics, on the basis of delinquency status and credit quality risk score. These risk characteristics are evaluated on at least an annual basis, or more frequently as facts and circumstances warrant. In determining the estimated life of the Company’s credit card loans, payments were applied to the measurement date balance with 0 payments allocated to future purchase activity. The Company uses a combination of First In First Out (FIFO) and the Credit Card Accountability, Responsibility, and Disclosure Act of 2009 (CARD Act) methodology to model balance paydown.
The Company’s groups of pooled financial assets with similar risk characteristics and their estimated life is as follows:
| |
| | | | | |
| | Estimated Life | | | | | |
| | (in months) | | | | | |
Group A (Current, risk score - high) | | | 14 | | | | |
Group B (Current, risk score - low) | | | 19 | | | | |
Group C (Delinquent, risk score - high) | | | 17 | | | | |
Group D (Delinquent, risk score - low) | | | 26 | | | | |
Installment Loans
The Company measures its allowance for credit losses on installment loans using a statistical model to estimate projected losses over the remaining term of the loans, inclusive of an assumption for prepayments. The model is based on the historical statistical relationship between loan loss performance and certain macroeconomic data pooled based on credit quality risk score, term of the underlying loans, vintage and geographic location. As of March 31, 2022 and December 31, 2021, the allowance for credit losses on installment loans was $15 million and $14 million, respectively.
Allowance for Credit Losses Rollforward
The following table presents the Company’s allowance for credit losses for its credit card and other loans. With the acquisition of Bread in December 2020, the Company acquired certain installment loans which represented a separate portfolio segment; the amount of the related allowance for credit losses was insignificant and therefore has been included in the table below. The amounts presented are for the three months ended March 31:
| | | | | | | |
| | Three Months Ended | | ||||
| | March 31, | | ||||
|
| 2022 |
| 2021 |
| ||
| | (in millions) | | ||||
Beginning balance | | $ | 1,832 | | $ | 2,008 | |
| | | | | | | |
Provision for credit losses (1) | |
| 193 | |
| 33 | |
Net principal charge-offs (2) | |
| (199) | |
| (198) | |
Ending balance | | $ | 1,826 | | $ | 1,843 | |
(1) | Provision for credit losses includes a build/release for the allowance, as well as replenishment of Net principal charge-offs. |
(2) | Principal charge-offs are presented net of recoveries of $43 million and |
Financing Activities. Cash used in financing activities was $1,740.8 million and $1,503.4 million
For the three months ended March 31, 2022, the allowance for credit losses remained relatively flat. For the three months ended March 31, 2021, the decrease in the allowance for credit losses was due to improvement in the macroeconomic outlook, a decline in credit card and 2020, respectively. Significant components of financing activities are as follows:
other loans due to the pandemic and lower principal charge-offs.
3726
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Debt
Credit Agreement
At March 31, 2021, we had $1,459.0 million in term loans outstanding and a $750.0 million revolving line of credit. As of March 31, 2021, we had no amounts outstanding under our revolving line of credit and total availability of $750.0 million. Our total leverage ratio, as defined in our credit agreement, was 1.9 to 1 at March 31, 2021, as compared to the maximum covenant ratio of 4.5 to 1.
As of March 31, 2021, we were in compliance with our debt covenants.
BrandLoyalty Credit Agreement
In the first quarter of 2021, BrandLoyalty and certain of its subsidiaries, as borrowers and guarantors, amended its credit agreement to extend the maturity date by one year from April 3, 2023 to April 3, 2024. As of March 31, 2021, we had no amounts outstanding under our BrandLoyalty Credit Agreement.
Funding Sources
Deposits
We utilize certificates of deposit and money market deposits to finance the operating activities, including funding for our non-securitized credit card receivables, and fund securitization enhancement requirements of our bank subsidiaries, Comenity Bank and Comenity Capital Bank.
As of March 31, 2021, we had $5.7 billion in certificates of deposit outstanding with interest rates ranging from 0.15% to 3.75% and maturities ranging from April 2021 to March 2026. Certificate of deposit borrowings are subject to regulatory capital requirements.
As of March 31, 2021, we had $4.2 billion in money market deposits outstanding with interest rates ranging from 0.36% to 3.50%. Money market deposits are redeemable on demand by the customer and, as such, have no scheduled maturity date.
Securitization Program4. SECURITIZATIONS
We sellThe Company accounts for transfers of financial assets as either sales or financings. Transfers of financial assets that are accounted for as sales are removed from the Consolidated Balance Sheets with any realized gain or loss reflected in the Consolidated Statements of Income during the period in which the sale occurs. Transfers of financial assets that are not accounted for as a sale are treated as a financing.
The Company regularly securitizes the majority of its credit card loans through the transfer of those loans to one of its master trusts (the Trusts). The Company performs the decision making for the Trusts, as well as servicing the cardholder accounts that generate the credit card receivables originatedloans held by Comenity Bankthe Trusts. In its capacity as a servicer, the Company administers the loans, collects payments and Comenity Capital Bankcharges-off uncollectible balances. Servicing fees are earned by a subsidiary of the Company, which are eliminated in consolidation.
The Trusts are consolidated VIEs because they have insufficient equity at risk to certain master trusts. These securitization programs are a principal vehicle through which we finance Comenity Bank’stheir activities – being the issuance of debt securities and Comenity Capital Bank’snotes, collateralized by the underlying credit card receivables. Historically, we have used both publicloans. Because the Company performs the decision making and private term asset-backed securitization transactions as well as private conduit facilities as sourcesservicing for the Trusts, it has the power to direct the activities that most significantly impact the Trusts’ economic performance (the collection of funding for ourthe underlying credit card loans). In addition, the Company holds all of the variable interests in the Trusts, with the exception of the liabilities held by third-parties. These variable interests provide the Company with the right to receive benefits and the obligation to absorb losses, which could be significant to the Trusts. As a result of these considerations, the Company is deemed to be the primary beneficiary of the Trusts and therefore consolidates the Trusts.
The Trusts issue debt securities and notes, which are non-recourse to the Company. The collections on the securitized credit card receivables. Private conduit facilities have been usedloans held by the Trusts are available only for payment of those debt securities and notes, or other obligations arising in the securitization transactions. For its securitized credit card loans, during the initial phase of a securitization reinvestment period, the Company generally retains principal collections in exchange for the transfer of additional credit card loans into the securitized pool of assets. During the amortization or accumulation period of a securitization, the investors’ share of principal collections (in certain cases, up to accommodate seasonality needs anda maximum specified amount each month) is either distributed to bridgethe investors or held in an account until it accumulates to completion of asset-backed securitization transactions.the total amount due, at which time it is paid to the investors in a lump sum.
The Company is required to maintain minimum interests in its Trusts ranging from 4% to 10% of the securitized credit card loans. This requirement is met through a transferor’s interest and is supplemented through excess funding deposits which represent cash amounts deposited with the trustee of the securitizations. Cash collateral, restricted deposits are generally released proportionately as investors are repaid. Under the terms of the Trusts, the occurrence of certain triggering events associated with the performance of the securitized credit card loans in each Trust could result in certain required actions, including payment of Trust expenses, the establishment of reserve funds, or early amortization of the debt securities and/or notes, in a worst-case scenario. During the three months ended March 31, 2022 and 2021, $591.5 million of asset-backed term notes matured and were repaid, of which $66.5 million were retained by us and eliminated from the consolidated balance sheets.no such triggering events occurred.
We have access to committed undrawn capacity through three conduit facilities to support
27
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
The following tables provide the funding of ourtotal securitized credit card loans and loan receivables throughrelated delinquencies, and net principal charge-offs of securitized credit card loans for the trusts. periods specified:
| | | | | | |
| | March 31, | | December 31, | ||
|
| 2022 |
| 2021 | ||
| | (in millions) | ||||
Total credit card loans – available to settle obligations of consolidated VIEs | | $ | 10,771 | | $ | 11,215 |
Of which: principal amount of credit card loans 91 days or more past due | | $ | 169 | | $ | 159 |
| | | | | | |
| | Three Months Ended March 31, | ||||
|
| 2022 |
| 2021 | ||
| | (in millions) | ||||
Net charge-offs of securitized principal | | $ | 116 | | $ | 131 |
5. INVESTMENT SECURITIES
The Company’s investment securities consist of available-for-sale (AFS) securities, which are debt securities, U.S. Treasury bonds and mutual funds, as well as equity securities. These investments are carried at fair value on the Consolidated Balance Sheets within Investment securities. For any AFS debt securities in an unrealized loss position, the CECL methodology requires estimation of the lifetime expected credit losses which then would be recognized in the Consolidated Statements of Income by establishing, or adjusting an existing allowance for those credit losses. The Company did not have any such credit losses for the periods presented. Any unrealized gains, or any portion of a security’s non-credit-related unrealized losses are recorded in the Consolidated Statements of Comprehensive Income, net of tax. The Company typically invests in highly-rated securities with low probabilities of default. Gains and losses on investments in equity securities are recorded in Other non-interest expenses in the Consolidated Statements of Income. Realized gains and losses are recognized upon disposition of the securities, using the specific identification method. The table below reflects unrealized gains and losses as of March 31, 2022 and December 31, 2021, respectively:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2022 | | December 31, 2021 | ||||||||||||||||||||
|
| Amortized |
| Unrealized |
| Unrealized |
| | |
| Amortized |
| Unrealized |
| Unrealized |
| | | ||||||
|
| Cost |
| Gains |
| Losses |
| Fair Value |
| Cost |
| Gains |
| Losses |
| Fair Value | ||||||||
| | (in millions) | ||||||||||||||||||||||
AFS and equity securities | | $ | 241 | | $ | — | | $ | (8) | | $ | 233 | | $ | 237 | | $ | 4 | | $ | (2) | | $ | 239 |
Total | | $ | 241 | | $ | — | | $ | (8) | | $ | 233 | | $ | 237 | | $ | 4 | | $ | (2) | | $ | 239 |
The following table provides information about the Company’s AFS debt securities with gross unrealized losses, as of March 31, 2022 and December 31, 2021, respectively.
| | | | | | | | | | | | | | | | | | |
| | March 31, 2022 | ||||||||||||||||
| | Less than 12 months | | 12 Months or Greater | | Total | ||||||||||||
|
| | |
| Unrealized |
| | |
| Unrealized |
| | |
| Unrealized | |||
|
| Fair Value |
| Losses |
| Fair Value |
| Losses |
| Fair Value |
| Losses | ||||||
| | (in millions) | ||||||||||||||||
AFS debt securities | | $ | 107 | | $ | (5) | | $ | 28 | | $ | (3) | | $ | 135 | | $ | (8) |
Total | | $ | 107 | | $ | (5) | | $ | 28 | | $ | (3) | | $ | 135 | | $ | (8) |
| | | | | | | | | | | | | | | | | | |
| | December 31, 2021 | ||||||||||||||||
| | Less than 12 months | | 12 Months or Greater | | Total | ||||||||||||
|
| | |
| Unrealized |
| | |
| Unrealized |
| | |
| Unrealized | |||
|
| Fair Value |
| Losses |
| Fair Value |
| Losses |
| Fair Value |
| Losses | ||||||
| | (in millions) | ||||||||||||||||
AFS debt securities | | $ | 57 | | $ | (1) | | $ | 15 | | $ | (1) | | $ | 72 | | $ | (2) |
Total | | $ | 57 | | $ | (1) | | $ | 15 | | $ | (1) | | $ | 72 | | $ | (2) |
28
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
As of March 31, 2021, total capacity under2022, the conduit facilitiesamortized cost and estimated fair value of the Company’s AFS debt securities, which are mortgage-backed securities with no stated maturities, was $3.2 billion,$175 million and $167 million, respectively.
There were 0 realized gains or losses from the sale of which $900.0 million had been drawn and was included in non-recourse borrowingsany investment securities for either of consolidated securitization entities in the consolidated balance sheets.three months ended March 31, 2022 or 2021.
6. DEPOSITS
As of March 31, 2022 and December 31, 2021, we had approximately $10.2 billiondeposits were categorized as interest-bearing or non-interest-bearing as follows:
| | | | | | |
| | | | | | |
|
| March 31, |
| December 31, | ||
|
| 2022 |
| 2021 | ||
| | (in millions) | ||||
Interest-bearing | | $ | 10,620 | | $ | 11,027 |
Non-interest-bearing (including cardholder credit balances) | | | 26 | | | — |
Total deposits | | $ | 10,646 | | $ | 11,027 |
Deposits by deposit type as of securitized credit cardMarch 31, 2022 and loan receivables. Securitizations require credit enhancementsDecember 31, 2021 were as follows:
| | | | | | |
|
| March 31, |
| December 31, | ||
|
| 2022 |
| 2021 | ||
| | (in millions) | ||||
Savings accounts: | | | | | | |
Direct-to-consumer | | $ | 2,045 | | $ | 1,713 |
Wholesale | | | 3,865 | | | 3,873 |
Certificates of deposit: | | | | | | |
Direct-to-consumer | | | 1,516 | | | 1,467 |
Wholesale | | | 3,194 | | | 3,974 |
Cardholder credit balances | | | 26 | | | — |
Total deposits | | $ | 10,646 | | $ | 11,027 |
The scheduled maturities of certificates of deposit as of March 31, 2022 were as follows:
| | | |
| | | |
(in millions) | | | |
2022(1) | | $ | 2,603 |
2023 | |
| 1,329 |
2024 | |
| 648 |
2025 | |
| 70 |
2026 | |
| 48 |
Thereafter | |
| 12 |
Total certificates of deposit | | | 4,710 |
(1) | The 2022 balance includes $6 million in unamortized debt issuance costs, which are associated with the entire portfolio of certificates of deposit. |
As of March 31, 2022 and December 31, 2021, certificates of deposit that exceeded applicable FDIC insurance limits which are generally $250,000 or more, in the form of cash, spread deposits, additional receivablesaggregate, were $511 million and subordinated classes. The credit enhancement is principally based on the outstanding balances of the series issued by the trusts and by the performance of the credit card and loan receivables in the trusts.$500 million, respectively.
3829
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
7. OTHER NON-INTEREST INCOME AND OTHER NON-INTEREST EXPENSES
The following table showsprovides the components of Other non-interest income:
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2022 |
| 2021 | ||
| | (in millions) | ||||
Payment protection products | | $ | 38 | | $ | 35 |
Loss from equity method investment | | | (12) | | | — |
Other | |
| 2 | |
| — |
Total other non-interest income | | $ | 28 | | $ | 35 |
The following table provides the components of Other non-interest expenses:
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2022 |
| 2021 | ||
| | (in millions) | ||||
Professional services and regulatory fees | | $ | 31 | | $ | 31 |
Occupancy expense | | | 6 | | | 7 |
Other(1) | | | 20 | | | 9 |
Total other non-interest expenses | | $ | 57 | | $ | 47 |
(1) | Primarily related to costs associated with various other individually insignificant operating activities. |
8. FAIR VALUES OF FINANCIAL INSTRUMENTS
Fair value is defined under GAAP as the price that would be required to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; with such transaction based on the principal market, or in the absence of a principal market the most advantageous market for the specific instrument. GAAP provides for a three-level fair value hierarchy that classifies the inputs to valuation techniques used to measure fair value, defined as follows:
Level 1: Inputs that are unadjusted quoted prices for identical assets or liabilities in active markets that the entity can access.
Level 2: Inputs, other than those included within Level 1, that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, or inputs other than quoted prices that are observable for the asset or liability.
Level 3: Inputs that are unobservable (e.g., internally derived assumptions) and reflect an entity’s own estimates about estimates market participants would use in pricing the asset or liability based on the best information available under the circumstances. In particular, Level 3 inputs and valuation techniques involve judgment and as a result are not necessarily indicative of amounts the Company would realize in a current market exchange. The use of different assumptions or estimation techniques may have a material effect on the estimated fair value amounts.
We monitor the market conditions and evaluate the fair value hierarchy levels quarterly. For the three months ended March 31, 2022 and 2021, there were 0 transfers into or out of Level 3, and 0 transfers between Levels 1 and 2.
30
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
The following table summarizes the carrying values and fair values of the Company’s financial assets and financial liabilities:
| | | | | | | | | | | | |
| | March 31, 2022 | | December 31, 2021 | ||||||||
| | Carrying | | Fair | | Carrying | | Fair | ||||
|
| Amount |
| Value |
| Amount |
| Value | ||||
| | (in millions) | ||||||||||
Financial assets | | | | | | | | | | | | |
Credit card and other loans, net | | $ | 15,017 | | $ | 17,308 | | $ | 15,567 | | $ | 17,989 |
Investment securities | |
| 233 | |
| 233 | |
| 239 | |
| 239 |
Financial liabilities | | | | | | | | | | | | |
Deposits | |
| 10,646 | |
| 10,675 | |
| 11,027 | |
| 11,135 |
Debt issued by consolidated VIEs | |
| 4,816 | |
| 4,820 | |
| 5,453 | |
| 5,467 |
Long-term and other debt | |
| 1,962 | |
| 1,980 | |
| 1,986 | |
| 2,053 |
Valuation Techniques Used in the Fair Value Measurement of Financial Assets and Financial Liabilities
Credit card and other loans, net: The Company’s Credit card and other loans are recorded at historical cost, less an allowance for credit losses, on the Consolidated Balance Sheets. In estimating the fair values, the Company uses a discounted cash flow model (i.e., Level 3 inputs), primarily because a comparable whole loan sales market for similar loans does not exist, and therefore there is a lack of observable pricing inputs. The Company uses various internally derived inputs, including projected income, discount rates and forecasted write-offs; economic value attributable to future loans generated by the cardholder accounts is not included in the fair values.
Investment securities: Investment securities consist of AFS securities, which are debt securities, U.S. Treasury bonds and mutual funds, as well as equity securities, and are recorded at fair value on the Consolidated Balance Sheets. Quoted prices of identical or similar investment securities in active markets are used to estimate the fair values (i.e., Level 1 or Level 2 inputs).
Deposits: Money market and other non-maturity deposits carrying values approximate their fair values because they are short-term in duration and have no defined maturity. Certificates of deposit are recorded at their historical issuance cost on the Consolidated Balance Sheets, adjusted for unamortized fees, with fair value being estimated based on the currently observable market rates available to the Company for similar deposits with similar remaining maturities (i.e., Level 2 inputs). Interest payable is included within Other liabilities on the Consolidated Balance Sheets.
Debt issued by consolidated VIEs: The Company records debt issued by its consolidated VIEs at historical issuance cost on the Consolidated Balance Sheets, adjusted for unamortized fees, as well as premiums or discounts, as applicable. Interest payable is included within Other liabilities on the Consolidated Balance Sheets. Fair value is estimated based on the currently observable market rates available to the Company for similar debt instruments with similar remaining maturities or quoted market prices for the same transaction (i.e., Level 2 inputs).
Long-term and other debt: The Company records its long-term and other debt at historical issuance cost on the Consolidated Balance Sheets, adjusted for unamortized fees, as well as premiums or discounts, as applicable. Interest payable is included within Other liabilities on the Consolidated Balance Sheets. The fair value is estimated based on the currently observable market rates available to the Company for similar debt instruments with similar remaining maturities, or quoted market prices for the same transaction (i.e., Level 2 inputs).
31
Table of borrowing commitmentsContents
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
The following tables summarize the Company’s financial assets and financial liabilities measured at fair value on a recurring basis, categorized by the fair value hierarchy described in the preceding paragraphs:
| | | | | | | | | | | | |
| | March 31, 2022 | ||||||||||
|
| Total |
| Level 1 |
| Level 2 |
| Level 3 | ||||
| | (in millions) | ||||||||||
Investment securities | | $ | 233 | | $ | 46 | | $ | 187 | | $ | — |
Total assets measured at fair value | | $ | 233 | | $ | 46 | | $ | 187 | | $ | — |
| | | | | | | | | | | | |
| | December 31, 2021 | ||||||||||
|
| Total |
| Level 1 |
| Level 2 |
| Level 3 | ||||
| | (in millions) | ||||||||||
Investment securities | | $ | 239 | | $ | 48 | | $ | 191 | | $ | — |
Total assets measured at fair value | | $ | 239 | | $ | 48 | | $ | 191 | | $ | — |
Financial Instruments Disclosed but Not Carried at Fair Value
The following tables summarize the Company’s financial assets and financial liabilities that are measured at amortized cost, and not required to be carried at fair value on a recurring basis, as of March 31, 2022 and December 31, 2021 forrespectively. The fair values of these financial instruments are estimates as of March 31, 2022 and December 31, 2021, and require management’s judgment; therefore, these figures may not be indicative of future fair values, nor can the trusts by year:
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
|
| 2021 |
| 2022 |
| 2023 |
| 2024 |
| Thereafter |
| Total | ||||||
| | (in millions) | ||||||||||||||||
Fixed rate asset-backed term note securities | | $ | 1,327.2 | | $ | 1,571.7 | | $ | — | | $ | — | | $ | — | | $ | 2,898.9 |
Conduit facilities (1) | |
| — | |
| 3,200.0 | |
| — | |
| — | |
| — | |
| 3,200.0 |
Secured loan facility | | | — | | | 52.2 | | | — | | | — | | | — | | | 52.2 |
Total (2) | | $ | 1,327.2 | | $ | 4,823.9 | | $ | — | | $ | — | | $ | — | | $ | 6,151.1 |
See Note 12, “Debt,”fair value of the NotesCompany be estimated by aggregating all of the amounts presented.
| | | | | | | | | | | | |
| | March 31, 2022 | ||||||||||
|
| Fair Value |
| Level 1 |
| Level 2 |
| Level 3 | ||||
| | (in millions) | ||||||||||
Financial assets: | | | | | | | | | | | | |
Credit card and other loans, net | | $ | 17,308 | | $ | — | | $ | — | | $ | 17,308 |
Total | | $ | 17,308 | | $ | — | | $ | — | | $ | 17,308 |
| | | | | | | | | | | | |
Financial liabilities: | | | | | | | | | | | | |
Deposits | | $ | 10,675 | | $ | — | | $ | 10,675 | | $ | — |
Debt issued by consolidated VIEs | |
| 4,820 | |
| — | |
| 4,820 | |
| — |
Long-term and other debt | |
| 1,980 | |
| — | |
| 1,980 | |
| — |
Total | | $ | 17,475 | | $ | — | | $ | 17,475 | | $ | — |
| | | | | | | | | | | | |
| | December 31, 2021 | ||||||||||
|
| Fair Value |
| Level 1 |
| Level 2 |
| Level 3 | ||||
| | (in millions) | ||||||||||
Financial assets: | | | | | | | | | | | | |
Credit card and other loans, net | | $ | 17,989 | | $ | — | | $ | — | | $ | 17,989 |
Total | | $ | 17,989 | | $ | — | | $ | — | | $ | 17,989 |
| | | | | | | | | | | | |
Financial liabilities: | | | | | | | | | | | | |
Deposits | | $ | 11,135 | | $ | — | | $ | 11,135 | | $ | — |
Debt issued by consolidated VIEs | |
| 5,467 | |
| — | |
| 5,467 | |
| — |
Long-term and other debt | |
| 2,053 | |
| — | |
| 2,053 | |
| — |
Total | | $ | 18,655 | | $ | — | | $ | 18,655 | | $ | — |
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are recognized or disclosed at fair value on a nonrecurring basis, including property and equipment, right-of-use assets, deferred contract assets, goodwill, and intangible assets. These assets are not measured at fair value on a recurring basis but are subject to Unaudited Condensed Consolidated Financial Statementsfair value adjustments in certain circumstances, such as upon impairment. The Company did 0t have any impairments for additional information regarding our debt.either of the three months ended March 31, 2022 or 2021.
32
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
9. COMMITMENTS AND CONTINGENCIES
Regulatory Matters
Comenity Bank is regulated, supervised and examined by the State of Delaware and the Federal Deposit Insurance Corporation (FDIC). The Company’s industrial bank, Comenity Capital Bank, is regulated, supervised and examined by the State of Utah and the FDIC. While neither of the Banks is currently subject to regular examinations by the Consumer Financial Protection Bureau (CFPB) due to each Bank’s total assets not having exceeded $10.0 billion for four consecutive quarters, we have in the past been, and may in the future become, subject to supervision and examination by the CFPB with respect to federal consumer protection laws.
Quantitative measures established by regulations to ensure capital adequacy require Comenity Bank and Comenity Capital Bank to maintain minimum amounts and ratios of Common Equity Tier 1, Tier 1 and total capital to risk weighted assets and of Tier 1 capital to average assets, Common equity tier 1, Tier 1 capital and Total capital, all to risk weighted assets. Failure to meet these minimum capital requirements can result in certain mandatory, and possibly additional discretionary actions by the Banks’ regulators that if undertaken, could have a direct material effect on Comenity Bank andBank’s and/or Comenity Capital Bank’s operating activities, as well as those of the Company. Based on these regulations, as of March 31, 2022, each Bank are consideredmet all capital requirements to which it was subject, and maintained capital ratios in excess of the minimums required to qualify as well capitalized.
The actual capital ratios and minimum ratios for each Bank, as well as the Combined Banks, as of March 31, 20212022, are as follows:
| | | | | | | | | |
| | | | | | Minimum Ratio to be | |||
|
| | | Minimum Ratio for | | Well Capitalized under | |||
|
| Actual | | Capital Adequacy | | Prompt Corrective | |||
|
| Ratio | | Purposes | | Action Provisions | |||
Comenity Bank | | | | | | | | | |
Tier 1 capital to average assets | | 20.3 | % | | 4.0 | % | | 5.0 | % |
Common Equity Tier 1 capital to risk-weighted assets | | 24.5 | | | 4.5 | | | 6.5 | |
Tier 1 capital to risk-weighted assets | | 24.5 | | | 6.0 | | | 8.0 | |
Total capital to risk-weighted assets | | 25.8 | | | 8.0 | | | 10.0 | |
| | | | | | | | | |
Comenity Capital Bank | | | | | | | | | |
Tier 1 capital to average assets | | 15.0 | % | | 4.0 | % | | 5.0 | % |
Common Equity Tier 1 capital to risk-weighted assets | | 17.1 | | | 4.5 | | | 6.5 | |
Tier 1 capital to risk-weighted assets | | 17.1 | | | 6.0 | | | 8.0 | |
Total capital to risk-weighted assets | | 18.4 | | | 8.0 | | | 10.0 | |
| | | | | | | | | |
| | | | | | Minimum Ratio to be | |||
|
| | | Minimum Ratio for | | Well Capitalized under | |||
|
| Actual | | Capital Adequacy | | Prompt Corrective | |||
|
| Ratio | | Purposes | | Action Provisions | |||
Comenity Bank | | | | | | | | | |
Tier 1 Leverage capital ratio (1) | | 19.4 | % | | 4.0 | % | | 5.0 | % |
Common Equity Tier 1 capital ratio (2) | | 22.5 | | | 4.5 | | | 6.5 | |
Tier 1 capital ratio (3) | | 22.5 | | | 6.0 | | | 8.0 | |
Total Risk-based capital ratio (4) | | 23.8 | | | 8.0 | | | 10.0 | |
| | | | | | | | | |
Comenity Capital Bank | | | | | | | | | |
Tier 1 Leverage capital ratio (1) | | 17.2 | % | | 4.0 | % | | 5.0 | % |
Common Equity Tier 1 capital ratio (2) | | 19.3 | | | 4.5 | | | 6.5 | |
Tier 1 capital ratio (3) | | 19.3 | | | 6.0 | | | 8.0 | |
Total Risk-based capital ratio (4) | | 20.7 | | | 8.0 | | | 10.0 | |
| | | | | | | | | |
Combined Banks | | | | | | | | | |
Tier 1 Leverage capital ratio (1) | | 18.2 | % | | 4.0 | % | | 5.0 | % |
Common Equity Tier 1 capital ratio (2) | | 20.8 | | | 4.5 | | | 6.5 | |
Tier 1 capital ratio (3) | | 20.8 | | | 6.0 | | | 8.0 | |
Total Risk-based capital ratio (4) | | 22.1 | | | 8.0 | | | 10.0 | |
(1) | The Tier 1 Leverage capital ratio represents tier 1 capital divided by total average assets, after certain adjustments. |
(2) | The Common Equity Tier 1 capital ratio represents common equity tier 1 capital divided by total risk-weighted assets. |
(3) | The Tier 1 capital ratio represents tier 1 capital divided by total risk-weighted assets. |
(4) | The Total Risk-based capital ratio represents total capital divided by total risk-weighted assets. |
Comenity BankIndemnification
On July 1, 2019, the Company completed the sale of its Epsilon segment to Publicis Groupe S.A. (Publicis). Under the terms of the agreement governing that transaction, the Company agreed to indemnify Publicis and Comenity Capital Bankits affiliates from and
33
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
against any losses arising out of or related to a United States Department of Justice (DOJ) investigation. The DOJ investigation related to third-party marketers who sent, or allegedly sent, deceptive mailings and the provision of data and services to those marketers by Epsilon’s data practice. Epsilon actively cooperated with the DOJ in connection with the investigation. On January 19, 2021, Epsilon entered into a deferred prosecution agreement (DPA) with the DOJ to resolve the matters that were the subject of the investigation. Pursuant to the DPA, Epsilon agreed, among other things, to pay penalties and consumer compensation in the aggregate amount of $150 million, to be paid in 2 equal installments, the first in January 2021 and the second in January 2022. A $150 million loss contingency was recorded as of December 31, 2020. The Company paid $75 million to Publicis pursuant to its contractual indemnification obligation in January 2021. In January 2022, the Company paid the second remaining $75 million installment to Publicis pursuant to its contractual indemnification obligation.
Legal Proceedings
From time to time the Company is involved in various claims and lawsuits and other proceedings, arising in the ordinary course of business that it believes will not have adopteda material adverse effect on its business, consolidated financial condition or liquidity, including claims and lawsuits alleging breaches of the optionCompany’s contractual obligations, arbitrations, class actions and other litigation, arising in connection with its business activities. The Company is also involved, from time to time, in reviews, investigations, subpoenas and other proceedings (both formal and informal) by governmental agencies regarding its business (collectively, “regulatory matters”), which could subject the Company to significant fines, penalties, obligations to change its business practices or other requirements resulting in increased expenses, diminished income and damage to the Company’s reputation.
10. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in each component of accumulated other comprehensive loss, net of tax effects, are as follows:
| | | | | | | | | | | | | | | |
| | Net | | Net Unrealized | | Net Unrealized | | Foreign | | Accumulated | |||||
| | Unrealized | | Gains (Losses) | | Gains (Losses) | | Currency | | Other | |||||
| | Gains (Losses) | | on Cash | | on Net | | Translation | | Comprehensive | |||||
Three Months Ended March 31, 2022 |
| on Securities |
| Flow Hedges |
| Investment Hedge |
| Adjustments |
| Loss | |||||
|
| (in millions) | |||||||||||||
Balance as of December 31, 2021 |
| $ | 1 |
| $ | — |
| $ | — |
| $ | (3) |
| $ | (2) |
Changes in other comprehensive loss | | | (7) | | | — | | | — | | | — | | | (7) |
Balance as of March 31, 2022 |
| $ | (6) |
| $ | — |
| $ | — |
| $ | (3) |
| $ | (9) |
| | | | | | | | | | | | | | | |
| | Net | | Net Unrealized | | Net Unrealized | | Foreign | | Accumulated | |||||
| | Unrealized | | Gains (Losses) | | Gains (Losses) | | Currency | | Other | |||||
| | Gains (Losses) | | on Cash | | on Net | | Translation | | Comprehensive | |||||
Three Months Ended March 31, 2021 |
| on Securities |
| Flow Hedges |
| Investment Hedge |
| Adjustments (1) |
| Loss | |||||
|
| (in millions) | |||||||||||||
Balance as of December 31, 2020 |
| $ | 23 |
| $ | (1) |
| $ | (7) |
| $ | (20) |
| $ | (5) |
Changes in other comprehensive (loss) income | | | (8) | | | 1 | | | — | | | (30) | | | (37) |
Balance as of March 31, 2021 |
| $ | 15 |
| $ | — |
| $ | (7) |
| $ | (50) |
| $ | (42) |
(1) | Primarily related to the impact of changes in the Canadian dollar and Euro foreign currency exchange rates from the Company’s LoyaltyOne segment, which was spun off in November 2021. |
34
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
11. STOCKHOLDERS’ EQUITY
Stock Repurchase Programs
On February 28, 2022, the Company’s Board of Directors approved a stock repurchase program to acquire up to 200,000 shares of the Company’s outstanding common stock in the open market during the one-year period ending on February 28, 2023. As of March 31, 2022, the Company had repurchased 200,000 shares of its common stock under this program for $12 million. Following their repurchase, these 200,000 shares ceased to be outstanding shares of common stock and are now treated as authorized but unissued shares of common stock. As of March 31, 2022, the Company had 0 shares remaining for repurchase under the approved repurchase program.
During the three months ended March 31, 2021, the Company did 0t repurchase any shares of its common stock.
Stock Compensation Expense
During the three months ended March 31, 2022, the Company awarded 531,448 service-based restricted stock units with a weighted average grant date fair value per share of $72.21 as determined on the date of grant. Service-based restricted stock units typically vest ratably over three years provided that the participant is employed by the interim final rule issuedCompany on each such vesting date.
During the three months ended March 31, 2022, the Company awarded 82,513 performance-based restricted stock units with pre-defined vesting criteria that permit a range from 0% to 150% to be earned. The fair market value of these awards is $72.42. If the performance targets are met, the restrictions will lapse (i.e., the awards will vest) with respect to the entire award on February 17, 2025, provided that the participant is employed by joint federal bank regulatory agencies, which largely delays the effects of CECLCompany on its regulatory capital for two years, after which the effects will be phased-in over a three-year period from January 1,vesting date.
For the three months ended March 31, 2022 through December 31, 2024. Underand 2021, the interim final rule, the amount of adjustments to regulatory capital deferred until the phase-in period includes both the initial impact of our adoption of CECL at January 1, 2020Company recognized $7 million and 25% of subsequent changes$5 million in our allowance for credit losses during each quarter of the two-year period ended December 31, 2021.stock-based compensation expense, respectively.
Dividends
On January 28, 2021, our board27, 2022, the Company’s Board of directorsDirectors declared a quarterly cash dividend of $0.21 per share on ourthe Company’s common stock to stockholders of record at the close of business on February 12, 2021,11, 2022, resulting in a dividend payment of $10.4$10 million on March 18, 2021. Additionally, we paid $0.3 million in cash related to dividend equivalent rights for the three months ended March 31, 2021.2022.
On April 29, 2021, our board28, 2022, the Company’s Board of directorsDirectors declared a quarterly cash dividend of $0.21 per share on ourthe Company’s common stock, payable on June 18, 202117, 2022, to stockholders of record at the close of business on May 14, 2021.13, 2022.
12. INCOME TAXES
Provision for income taxes decreased $8 million, or 7%, to $91 million for the three months ended March 31, 2022, primarily driven by the decrease in Income from continuing operations before income taxes. The effective tax rate was 30.2% and 26.9% for the three months ended March 31, 2022 and March 31, 2021, respectively. The increase in the effective tax rate primarily related to discrete charges in the current period and an increase in nondeductible items over those in the prior year period.
The Company is under examination by the Internal Revenue Service as well as tax authorities in various states. The tax years under examination and open for examination vary by jurisdiction, but with some exceptions, the tax returns filed by the Company are no longer subject to U.S. federal income tax and state and local examinations for the years before 2015 or foreign income tax examinations for years before 2017.
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BREAD FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
13. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted EPS attributable to common stockholders for the three months ended March 31:
| | | | | | |
| | Three Months Ended March 31, | ||||
|
| 2022 |
| 2021 | ||
| | (in millions, except per share amounts) | ||||
Numerator: | | | | | | |
Income from continuing operations | | $ | 211 | | $ | 268 |
(Loss) income from discontinued operations, net of income taxes | | | (1) | | | 18 |
Net income | | $ | 210 | | $ | 286 |
| | | | | | |
Denominator: | | | | | | |
Basic: Weighted average common stock | |
| 49.9 | |
| 49.7 |
Weighted average effect of dilutive securities: | | | | | | |
Add: net effect of dilutive unvested restricted stock awards (1) | |
| 0.1 | |
| 0.1 |
Diluted | |
| 50.0 | |
| 49.8 |
| | | | | | |
Basic EPS: | | | | | | |
Income from continuing operations | | $ | 4.23 | | $ | 5.39 |
(Loss) income from discontinued operations | | $ | (0.01) | | $ | 0.37 |
Net income per share | | $ | 4.22 | | $ | 5.76 |
| | | | | | |
Diluted EPS: | | | | | | |
Income from continuing operations | | $ | 4.21 | | $ | 5.38 |
(Loss) income from discontinued operations | | $ | (0.01) | | $ | 0.36 |
Net income per share | | $ | 4.20 | | $ | 5.74 |
(1) | For the three months ended March 31, 2022 and 2021, an insignificant amount of restricted stock awards were excluded from each calculation of weighted average dilutive common shares as the effect would have been anti-dilutive. |
14. DISCONTINUED OPERATIONS
LoyaltyOne
On November 5, 2021, the separation of Loyalty Ventures Inc. (Loyalty Ventures) from the Company was completed after market close (the Separation). The Separation, which has been classified as discontinued operations, was achieved through the Company’s distribution of 81% of the shares of Loyalty Ventures common stock to holders of the Company’s common stock as of the close of business on the record date of October 27, 2021. The Company’s stockholders of record received one share of Loyalty Ventures common stock for every two and a half shares of the Company’s common stock. Following this distribution, Loyalty Ventures became an independent, publicly-traded company, in which the Company has retained a 19% ownership interest.
The Company accounts for its 19% ownership interest in Loyalty Ventures following the equity method of accounting. As of March 31, 2022, the carrying amount of the Company’s ownership interest in Loyalty Ventures, which investment totaled was $38 million, and is included in Other assets in the Consolidated Balance Sheet.
36
BREAD FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
The following table summarizes the results of operations of the Company’s former LoyaltyOne segment, direct costs identifiable to the LoyaltyOne segment, and the allocation of interest expense on corporate debt, for the three months ended March 31, 2021:
| | | |
|
| | |
(in millions) | | | |
Total interest income | | $ | — |
Total interest expense (1) | | | 3 |
Net interest income | | | (3) |
Total non-interest income | | | 176 |
Total non-interest expenses | | | 145 |
Income before provision from income taxes | | | 28 |
Provision for income taxes | | | 10 |
Income from discontinued operations, net of income taxes | | $ | 18 |
(1) | The Company’s credit agreement, as amended, required a $725 million prepayment of term loans in conjunction with the LoyaltyOne spinoff. As a result, the interest expense reflected above is the allocation to discontinued operations of interest on the basis of this $725 million mandatory prepayment. |
The following table summarizes the depreciation and amortization, and capital expenditures of the Company’s former LoyaltyOne segment for the three months ended March 31, 2021:
| | | |
(in millions) | | | |
Depreciation and amortization | | $ | 9 |
Capital expenditures | | $ | 5 |
37
Critical Accounting Policies and Estimates
There have been no significant changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report filed on Form 10-K for the fiscal year ended December 31, 2020.
Recently Issued Pronouncements
See “Recently Issued Accounting Standards” under Note 1, “Summary of Significant Accounting Policies,” of the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of certain accounting standards recently issued.
Item 3.Quantitative and Qualitative Disclosures About Market Risk.
Market Risk
Market risk is the risk of lossto earnings or asset and liability values resulting from adverse changesmovements in market pricesprices. Our principal market risk exposure arises from volatility in interest rates and rates. Our primary market risks include interest rate risk, credit risk,their impact on economic value, capitalization levels and foreign currency exchange rate risk.earnings.
There has been no material change from our Annual Report on2021 Form 10-K for the year ended December 31, 2020 related to our exposure to market risk from interest rate risk, credit risk, and foreign currency exchange rate risk.
Item 4. |
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Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
As of March 31, 2021, we carried out an evaluation, under the supervision andOur management, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, ofhas evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934.1934, as amended (the Exchange Act)) as of the end of the period covered by this Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer or persons performing similar functions,have concluded that, as of March 31, 2021 (thethe end of our first fiscal quarter),such period, our disclosure controls and procedures are effective. Disclosure controlseffective and procedures are controls and procedures designed to ensure that the information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the requisite time periods specified in the SEC’sapplicable rules and forms, and include controls and procedures designed to ensure that information we are required to disclose in such reportsit is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have not been noany changes in our internal control over financial reporting that occurred(as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our firstthe fiscal quarter 2021to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART IIII: OTHER INFORMATION
Item 1. Legal Proceedings.
From timeFor a description of legal proceedings applicable to time we are involved in various claims and lawsuits arising in the ordinary course of our business, that we believe will not have a material adverse effect on our business or financial condition, including claimssee Indemnification and lawsuits alleging breaches of our contractual obligations. See IndemnificationLegal Proceedings in Note 14,9, “Commitments and Contingencies,”Contingencies”, of the Notes to Unauditedunaudited Condensed Consolidated Financial Statements.
Item 1A.Risk Factors.
There have been no material changes to
This section supplements and updates certain of the information found under Part I, Item 1A, Risk Factors, previously disclosedof our 2021 Form 10-K. The matters discussed below should be read in conjunction with the risk factors set forth in the 2021 Form 10-K. However, the risks and uncertainties that we face are not limited to those described below and those set forth in the 2021 Form 10-K. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our Annual Reportbusiness.
Uncertainty about the financial and geopolitical stability of various regions or countries across the globe, including the related stresses on Form 10-K forfinancial markets, could have a significant adverse effect on our business.
Risks and concerns about the year ended December 31, 2020.financial and geopolitical stability of various regions or countries across the globe could have a detrimental impact on economic and market conditions in these or other markets across the world. Foreign market and economic disruptions have affected, and may in the future affect, consumer confidence levels and spending, personal bankruptcy rates, levels of incurrence of and default on consumer debt, and inflationary pressures on prices of gasoline and other products and services. Financial markets may be adversely affected by the current or anticipated impact of military conflict, including current events involving Ukraine and Russia, terrorism or other geopolitical events. The Russia-Ukraine conflict has had, and could continue to have, significant negative effects on regional and global economic and financial markets, including increased volatility, reduced liquidity, supply chain concerns and overall uncertainty. Russia may take additional counter measures or retaliatory actions (including cyberattacks), which could exacerbate negative consequences on global financial markets. The duration of ongoing hostilities and corresponding sanctions and related events cannot be predicted. The foregoing factors may adversely affect certain portions of our business, financial condition, and results of operations, including as a result of adverse impacts to our partners’ businesses and customers’ finances.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.Item 2. Unregistered Sales
The following table presents information with respect to purchases of our common stock made during the three months ended March 31, 2021:2022:
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | Total Number of | | Approximate Dollar | | | | | | | Total Number of | | Approximate Dollar | ||
| | | | | | | Shares Purchased as | | Value of Shares that | | | | | | | Shares Purchased as | | Value of Shares that | ||
| | | | | | | Part of Publicly | | May Yet Be | | | | | | | Part of Publicly | | May Yet Be | ||
| | Total Number of | | Average Price Paid | | Announced Plans or | | Purchased Under the | | Total Number of | | Average Price Paid | | Announced Plans or | | Purchased Under the | ||||
Period |
| Shares Purchased (1) |
| per Share |
| Programs |
| Plans or Programs |
| Shares Purchased (1) |
| per Share |
| Programs |
| Plans or Programs | ||||
| | | | | | | | | (Dollars in millions) | | | | | | | | | (Dollars in millions) | ||
During 2021: | | | | | | | | | | | ||||||||||
January 1-31 |
| 3,705 | | $ | 71.12 | | — | | $ | — |
| 3,047 | | $ | 69.16 | | — | | $ | — |
February 1-28: |
| 5,829 | |
| 85.76 |
| — | |
| — | ||||||||||
February 1-28 |
| 4,814 | |
| 69.60 |
| — | |
| — | ||||||||||
March 1-31 | | 6,453 | | | 107.63 | | — | | | — | | 205,088 | | | 60.97 | | 200,000 | | | — |
Total |
| 15,987 | | $ | 91.19 | | — | | $ | — |
| 212,949 | | $ | 61.29 | | 200,000 | | $ | — |
(1) | During the period represented by the table, |
39
Item 3. | Defaults Upon Senior Securities. |
None.
Item 3. Defaults Upon Senior Securities.
None
Item 4.Mine Safety Disclosures.Disclosures.
Not applicable.
Item 5. |
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(a) None
(b) None
(a) | None |
(b) | None |
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Item 6.Exhibits.
(a) Exhibits:
a) | Exhibits: |
EXHIBIT INDEX
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| | | | | | Incorporated by Reference | | | | | | Incorporated by Reference | ||||||||
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| Filer |
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| Filing | | Filer | | Description | | Form | | Exhibit | | Filing Date |
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3.1 | | (a) | | Third Amended and Restated Certificate of Incorporation of the Registrant. | | 8-K | | 3.2 | | 6/10/16 | | (a) | | Third Amended and Restated Certificate of Incorporation of the Registrant. | | 8-K | | 3.2 | | 6/10/16 |
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3.2 | | (a) | | | 8-K | | 3.1 | | 4/29/19 | | (a) | | | 8-K | | 3.1 | | 3/24/22 | ||
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3.3 | | (a) | | | 8-K | | 3.1 | | 2/1/16 | | (a) | | | 8-K | | 3.1 | | 4/29/19 | ||
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3.4 | | (a) | | | 8-K | | 3.2 | | 3/24/22 | |||||||||||
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4 | | (a) | | Specimen Certificate for shares of Common Stock of the Registrant. | | 10-Q | | 4 | | 8/8/03 | | (a) | | Specimen Certificate for shares of Common Stock of the Registrant. | | 10-Q | | 4 | | 8/8/03 |
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10.1 | | (b) (c) (d) | | | 8-K | | 99.1 | | 1/29/21 | | (b) (c) (d) | | | 8-K | | 99.1 | | 3/3/22 | ||
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+10.2 | | (a) | | | 8-K | | 10.1 | | 2/18/21 | |||||||||||
#10.2 | | (a) | | | 8-K | | 10.1 | | 3/29/22 | |||||||||||
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Ù+10.3 | | (a) | | | 8-K | | 10.2 | | 2/18/21 | |||||||||||
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10.4 | | (b) (c) (d) | | | 8-K | | 99.1 | | 4/2/21 | |||||||||||
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*#10.5 | | (a) | | | | | | | | |||||||||||
10.3 | | (b) (c) (d) | | | 8-K | | 99.1 | | 4/1/22 | |||||||||||
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*31.1 | | (a) | | | | | | | | | (a) | | | | | | | | ||
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*31.2 | | (a) | | | | | | | | | (a) | | | | | |||||
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*32.1 | | (a) | | | | | | | | |||||||||||
**32.1 | | (a) | | | | | | | | |||||||||||
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*32.2 | | (a) | | | | | | | | |||||||||||
**32.2 | | (a) | | | | | | | | |||||||||||
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Exhibit | | Filer | | Description | | Form | | Exhibit |
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*101 | | (a) | | The following financial information from | | | | | | |
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*104 | | (a) | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | | | | |||
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* Filed herewith
** Furnished herewith
+ Management contract, compensatory plan or arrangement
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Ù Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Alliance Data hereby undertakes to furnish supplementally copies of any of the omitted exhibits upon request by the U.S. Securities and Exchange Commission.
# Pursuant to Item 601 (b)(10)(iv) of Regulation S-K, certain identified information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Registrant hereby undertakes to furnish supplementally an unredacted copy of the exhibit or a copy of any omitted schedule upon request by the U.S. Securities and Exchange Commission.
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| Bread Financial Holdings, Inc. |
| (b) | WFN Credit Company, LLC |
| (c) | World Financial Network Credit Card Master Trust |
| (d) | World Financial Network Credit Card Master Note Trust |
4342
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrantBread Financial Holdings, Inc. has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
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| BREAD FINANCIAL HOLDINGS, INC. | ||
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DATE: May 5, 2022 | | | |
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| By: | / |
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| Ralph J. Andretta |
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| President and Chief Executive Officer |
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