Indiana | 001-06155 | 35-0416090 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
601 N.W. Second Street, Evansville, Indiana 47708 | ||
(Address of principal executive offices)(Zip Code) | ||
(812) 424-8031 | ||
(Registrant’s telephone number, including area code) | ||
Not Applicable | ||
(Former name or former address, if changed since last report) | ||
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 | Completion of Acquisition or Disposition of Assets. |
Item 9.01 | Financial Statements and Exhibits. |
(b) | Pro forma financial information. |
Exhibit Number | Description | ||
99.1 | Pro Forma Condensed Consolidated Financial Information (Unaudited). |
SPRINGLEAF FINANCE CORPORATION | |||
(Registrant) | |||
Date: | May 5, 2016 | By: | /s/ Micah R. Conrad |
Micah R. Conrad | |||
Senior Vice President and Chief Financial Officer |
Exhibit Number | Description | |
99.1 | Pro Forma Condensed Consolidated Financial Information (Unaudited). |
(dollars in millions) | As Reported (a) | Disposition of Assets Held for Sale (b) | Pro Forma | ||||||||||
December 31, 2015 | |||||||||||||
Assets | |||||||||||||
Cash and cash equivalents | $ | 321 | $ | 635 | (c) | $ | 956 | ||||||
Investment securities | 604 | — | 604 | ||||||||||
Net finance receivables: | |||||||||||||
Personal loans | 4,300 | — | 4,300 | ||||||||||
SpringCastle Portfolio | 1,576 | — | 1,576 | ||||||||||
Real estate loans | 524 | — | 524 | ||||||||||
Retail sales finance | 23 | — | 23 | ||||||||||
Net finance receivables | 6,423 | — | 6,423 | ||||||||||
Unearned insurance premium and claim reserves | (250 | ) | — | (250 | ) | ||||||||
Allowance for finance receivable losses | (219 | ) | — | (219 | ) | ||||||||
Net finance receivables, less unearned insurance premium and claim reserves and allowance for finance receivable losses | 5,954 | — | 5,954 | ||||||||||
Finance receivables held for sale | 796 | (617 | ) | (d) | 179 | ||||||||
Notes receivable from parent and affiliates | 3,804 | — | 3,804 | ||||||||||
Restricted cash and cash equivalents | 295 | — | 295 | ||||||||||
Other assets | 281 | (3 | ) | (e) | 278 | ||||||||
Total assets | $ | 12,055 | $ | 15 | $ | 12,070 | |||||||
Liabilities and Shareholders’ Equity | |||||||||||||
Long-term debt | $ | 9,582 | $ | — | $ | 9,582 | |||||||
Insurance claims and policyholder liabilities | 230 | — | 230 | ||||||||||
Deferred and accrued taxes | 103 | 6 | (f) | 109 | |||||||||
Other liabilities | 217 | (1 | ) | (g) | 216 | ||||||||
Total liabilities | 10,132 | 5 | 10,137 | ||||||||||
Shareholders’ equity: | |||||||||||||
Common stock | 5 | — | 5 | ||||||||||
Additional paid-in capital | 758 | — | 758 | ||||||||||
Accumulated other comprehensive loss | (24 | ) | — | (24 | ) | ||||||||
Retained earnings | 1,330 | 10 | (h) | 1,340 | |||||||||
Springleaf Finance Corporation shareholder’s equity | 2,069 | 10 | 2,079 | ||||||||||
Non-controlling interests | (146 | ) | — | (146 | ) | ||||||||
Total shareholder's equity | 1,923 | 10 | 1,933 | ||||||||||
Total liabilities and shareholder's equity | $ | 12,055 | $ | 15 | $ | 12,070 |
(dollars in millions) | As Reported (a) | Disposition of Assets Held for Sale (i) | Pro Forma | ||||||||||
Year Ended December 31, 2015 | |||||||||||||
Interest income | 1,665 | (168 | ) | (j) | 1,497 | ||||||||
Interest expense | 667 | — | 667 | ||||||||||
Net interest income | 998 | (168 | ) | 830 | |||||||||
Provision for finance receivable losses | 361 | (35 | ) | (k) | 326 | ||||||||
Net interest income after provision for finance receivable losses | 637 | (133 | ) | 504 | |||||||||
Other revenues: | |||||||||||||
Insurance | 158 | — | 158 | ||||||||||
Investment | 49 | — | 49 | ||||||||||
Other | 35 | — | 35 | ||||||||||
Total other revenues | 242 | — | 242 | ||||||||||
Other expenses: | |||||||||||||
Operating expenses: | |||||||||||||
Salaries and benefits | 364 | (30 | ) | (l) | 334 | ||||||||
Other operating expenses | 299 | (31 | ) | (m) | 268 | ||||||||
Insurance policy benefits and claims | 72 | — | 72 | ||||||||||
Total other expenses | 735 | (61 | ) | 674 | |||||||||
Income before provision for (benefit from) income taxes | 144 | (72 | ) | 72 | |||||||||
Provision for (benefit from) income taxes | 15 | (27 | ) | (n) | (12 | ) | |||||||
Net income | 129 | (45 | ) | 84 | |||||||||
Net income attributable to non-controlling interests | 120 | — | 120 | ||||||||||
Net income (loss) attributable to Springleaf Finance Corporation | $ | 9 | $ | (45 | ) | $ | (36 | ) |
a) | Reflects the Company’s previously reported consolidated balance sheet and statement of operations included in its 2015 Annual Report on Form 10-K. |
b) | Represents the elimination of the assets and liabilities, as well as receipt of proceeds related to the Disposition of Assets Held for Sale, as if it had occurred on December 31, 2015. |
c) | Represents total assumed cash proceeds of $635 million consisting of the December 31, 2015 balance of receivables held for sale of approximately $610 million multiplied by 103% plus accrued and unpaid interest on interest bearing loans, prepaid charges, fees and security deposits as of December 31, 2015 of approximately $7 million. |
d) | Reflects finance receivables held for sale of $617 million (including accrued and unpaid interest on interest bearing loans) as of December 31, 2015. |
e) | Represents the exclusion of certain fixed assets totaling approximately $3 million as part of the Disposition of Assets Held for Sale as if it had occurred on December 31, 2015. |
f) | Represents the increase in deferred and accrued taxes of approximately $6 million from the net effect of income taxes from the gain on the Disposition of Assets Held for Sale as if it had occurred on December 31, 2015. The tax effect is calculated based on the Company’s combined federal and state statutory tax rate of 37%. |
g) | Reflects the exclusion of accrued expenses as a part of the Disposition of Assets Held for Sale as if it had occurred on December 31, 2015. |
h) | Represents the gain, net of income tax effects, from the Disposition of Assets Held for Sale as if it had occurred on December 31, 2015. The tax effect is calculated based on the Company’s combined federal and state statutory rate of 37%. |
i) | Represents the elimination of financial results and impact on the statement of operations relating to the Disposition of Assets Held for Sale as if it had occurred on January 1, 2015. |
j) | Represents the elimination of interest income attributable to the operations of the Branches. |
k) | Represents the elimination of provision for finance receivable losses related to the operations of the Branches. |
l) | Represents the elimination of operating expenses related to salaries and benefits associated with employees located at the Branches. |
m) | Represents the elimination of other operating expenses related to certain direct costs of the Branches. |
n) | Represents the elimination of income tax benefit attributable to the operations of the Branches. The tax effect is calculated based on the Company’s combined federal and state statutory rate of 37%. |